Eckart America Corporation
Terms & Conditions of Sale, All Products
Subject to Change without Notice
Effective April 15, 2010
NOTE: Refer also to important Business Policy Statements provided separately. If you are unfamiliar with the Business Policy Statements, or have not received a Business Policy Statement Update within the past three months, please contact your Customer Service Representative. Business Policy Statements are typically reissued every three months and are always available on request.
All orders and sales contracts are subject to acceptance or rejection by the Seller, and are not binding on the Seller unless and until so accepted. Acceptance of an order by the Seller constitutes a complete and binding contract governed by the terms and conditions of sale appearing herein and by the laws of the States of Ohio. Acceptance is at all times subject to availability for delivery of the goods covered by each order, and to the Seller’s prices for said goods in effect at the time of shipment, unless otherwise agreed in a separate Agreement signed by the Buyer and the Seller. Prices on the invoice are those in effect on the date the invoice was prepared.
In the event shipments are to be made over a period of time, the Buyer shall allow for adequate lead time and shall specify by purchase order or otherwise in writing to the Seller the quantity, packing and delivery date desired for deliveries of the goods during such periods. The Seller will endeavor to comply with the Buyer’s wishes as so expressed; however, the Seller shall not be liable for delay or short shipment caused by reasons beyond the Seller’s control. The Seller reserves the right to pack goods otherwise than is specified by the Buyer.
All goods are shipped F.O.B., Point of Origin and the Buyer assumes all responsibility and liability for loss and damage to the goods upon delivery to the applicable carrier. SELLER SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES, DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, OR FROM ANY OTHER CAUSE RELATING THERETO. SELLER'S LIABILITY AND BUYER’S EXCLUSIVE REMEDY IS EXPRESSLY LIMITED TO THE REPLACEMENT (IN THE FORM ORIGINALLY SHIPPED) OF GOODS NOT COMPLYING WITH THESE TERMS AND CONDITIONS OR, AT SELLER'S ELECTION, TO CREDITING BUYER WITH AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH GOODS, WHETHER CLAIMS ARE FOR BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE .
4. FORCE MAJEURE
Deliveries or acceptance of any goods may be delayed or suspended by the Seller or the Buyer in the event of Act of God, war, riot, fire, explosion, accident, flood sabotage, inability to obtain fuel, power, raw material, labor, containers or transportation, facilities governmental laws, regulations, order or action, breakage or failure of machinery or apparatus, national defense requirements or any other event beyond the reasonable control of such party, or in the event of any labor trouble, strike, lockout or injunction (whether or not such labor event is within reasonable control of such party), any of which events prevent or make impractical the manufacture, shipment, or acceptance or a shipment of the goods or of a material upon which the manufacture of the goods is dependent. If, because of such event, the Seller is unable to supply part or total demand for the goods or if the Buyer, because of any such extent, is unable to accept part or total of quantity contracted for the affected party shall be exempted to such extent from its obligations hereunder with respect to the particular delivery involved upon giving prompt notice of such event to the other party. The other party shall be likewise exempted from its corresponding obligations, but the contract shall otherwise remain unaffected.
THE SELLER MAKES NO WARRANTY, WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE, EXPRESS OR IMPLIED, CONCERNING THE GOODS OTHER THAN THAT THEY SHALL MEET THE SPECIFICATIONS AGREED UPON BY SELLER, IF ANY. Any recommendations made by the Seller concerning the use of the goods are believed to be reliable but the Seller makes no warranty of the results to be obtained. The Buyer agrees to inspect the goods supplied immediately after delivery and to give notice in writing of any claim within thirty (30) days of delivery. Failure to give notice in writing as aforesaid within the specified time constitutes an unqualified acceptance of the goods and a waiver of all claims with respect thereto.
6. TERMS OF PAYMENT
Unless otherwise agreed in writing by the Seller, the terms of payment shall be net 30 days FROM DATE OF INVOICE and payment shall be made without discount. The Seller shall not be obligated to ship any materials or goods unless the Buyer has paid in full all invoices in accordance with the terms of payment. For purposes of payment, each order and shipment shall be considered a separate contract and the Buyer shall not be entitled to set off against payments owing any amounts owing or alleged to be owing from the Seller to the Buyer for adjustments, set-offs or claims hereunder.
7. BINDING EFFECT
Any modifications of these Terms and Conditions shall not be binding on the Seller unless signed on behalf of the Seller by a representative authorized to do so, regardless of whether the Seller commences shipping material ordered and accepts payments therefore.
8. GOVERNING LAW
The validity, interpretation and performance of this contract shall be governed and construed in accordance with the laws of the States of Ohio.
9. LATE CHARGE
1½% per month late charge on overdue amounts (annual rate of 18%).
Seller will only accept returns with Seller’s prior written authorization. A restocking fee may be charged which will be due from the Buyer.