Seller is not bound by any terms and conditions of sale unless agreed to in writing by Seller’s authorized representatives at its home office. The terms and conditions contained herein and any other terms and conditions stated in Seller’s proposal or specifications attached hereto shall constitute the complete agreement between the Seller and Purchaser and shall supersede all prior understandings, transactions and communications, whether oral or written, with respect to the matters referred to herein and form the complete contract between the Seller and Purchaser, and shall be binding upon and accrue to the benefit of the successors and assigns of the parties hereto. No modification, alterations or amendment of the terms and conditions of sale herein whether by conditions in Purchaser’s order forms or in Purchaser’s written communication shall be binding upon Seller unless agreed to in writing and signed by Seller’s authorized representatives at Seller’s home office. This contract shall be construed according to the laws of the State of Michigan including, but not limited to, the Uniform Commercial Code as therein enacted.
The failure of Seller to object to any provision in conflict herewith, whether contained on the Purchaser’s purchase order or otherwise, shall not be construed as a waiver of the provisions hereof or as an acceptance of the Purchaser’s terms.
Until accepted by the Purchaser and countersigned by Seller, any quote or proposal submitted to Purchaser herein is subject to change or cancellation upon written notice to the Purchaser and is void unless so accepted by Purchaser within 60 days of the date of said quote or proposal and subsequently countersigned on behalf of Seller.
Except as hereinafter in this section set forth, all equipment sold by Seller is warranted for a period of one year from the date of shipment to the Purchaser to be free from latent defects in material and workmanship disclosed under normal use and service. If the Purchaser within this period notified Seller in writing of any claimed defect in any equipment delivered by Seller and such equipment is found by seller, after appropriate tests and inspection by Seller, not to be in conformity with this warranty, Seller will at its option and expense either repair the same or provide a replacement therefore, F.O.B. Seller’s shipping point. THE WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR PARTICULAR USE.
In the event of a breach or repudiation of this contract on any of the provisions by the Seller, Purchaser shall not be entitled to recover incidental or consequential damages including those arising upon breach of IMPLIED WARRANTY OF MERCHANTABILITY or any losses, costs, expenses, liabilities and damages (including, but without limitation to, loss of use or profits, damages to property, all liabilities of the Purchaser to its customers or third persons, and all other special or consequential damages) whether direct or indirect, and whether or not resulting from, or contributed to by the default or negligence of Seller its agents, employees, or subcontractors, which might be claimed as the result of the use or failure of the equipment delivered. Nor shall the Purchaser be entitled to recover any costs for materials expended or used, initiated at the request of the Buyer or Purchaser. Seller’s liability on its warranty shall in no event exceed its cost of correcting the defects in the equipment sold or replacing the same with non-defective equipment.
In the event that Seller is unable to obtain any specified materials or parts in time to meet the scheduled delivery date; Seller reserves the right to substitute other materials or parts which will not in Seller’s judgment impair the essential functions, strength or life of the equipment.
All equipment will be shipped F.O.B. Seller’s point of shipment. Unless special shipping instructions are received from the Purchaser substantially before the shipment date, Seller will use its reasonable judgment as to the best means of shipment and routing consistent with the nature of the equipment shipped and the delivery schedule.
The price herein does not include any applicable sales, use, excise or similar taxes, now or hereafter in effect. The amount of any such taxes which Seller may be required to pay or to collect from the Purchaser will be added to each invoice unless the Purchaser has furnished Seller with an appropriate tax exemption certificate acceptable to Seller. Seller will further invoice the Purchaser for, and the Purchaser will pay to seller any other tax or charge hereafter imposed by any governmental authority upon any part of the equipment desired herein or the production, sales, transportation or delivery thereof, or upon any other feature of this transaction.
Seller shall retain title and a Security interest to all equipment sold as described herein until the purchase price shall be fully paid. And it is agreed that all equipment shall retain its personal character, and shall not become a fixture by being annexed or affixed in any manner to any land, machinery, foundation or building of any sort; and that if it be place don any property subject to mortgage or encumbrance, it shall not be subject to such mortgage or encumbrance. Until fully paid for in cash, the Purchaser shall keep all equipment free and clear of all taxes, liens and encumbrances of any nature whatsoever or howsoever arising and shall provide and maintain adequate insurance thereon (for the full value thereof as shown by the contract price herein plus all installation costs) against all losses under said policies to be payable to seller or Purchaser as interest may appear. Upon default in the payment of any part of the purchase price, Seller shall have the right at its election to take possession of all equipment and remove the same, without legal process or hindrance or to enter upon Buyer’s premises and render such equipment unusable, and to retain all payments previously made as compensation for its use and wear. Upon demand of Seller, the Purchaser shall execute and deliver to Seller such further documents and other instruments (including the assent or agreement of any persons having interests in or liens upon the property upon which the equipment is placed) in form satisfactory to Seller, which Seller may reasonably require to secure to Seller the rights conferred upon it under this section.
If Seller in its judgment at any time, whether before or after acceptance of an order, deems that the continuance of production or delivery on the foregoing terms is not justified, or if the Seller reasonably deems his Security to be in jeopardy, he may require full or partial payment in advance. Seller shall not be held responsible for loss or damages or excess cost resulting from the means of shipment or routing used or for any other losses or damages arising while in transit, and the Purchaser agrees to make any claim therefore directly against the carrier.
Purchaser may not return any items unless authorized in advance by Seller at which time a restocking fee of fifteen percent (15%) may be assessed.
Purchaser may not cancel any orders unless authorized by Seller at which time a reasonable cancellation fee may be assessed, based upon monies expended by Seller.