APSCO's Terms & Conditions
Buyer, by submitting this order, accepts the following Terms and Conditions of Sale and agrees that they supersede any conflicting terms and conditions contained in buyer's order.
1. The Company shall not be liable for any loss or damage arising out of failure or delay in delivering hereunder where such failure or delay has been occasioned by an act of God, fire, embargo, strike, differences with workmen, failure to secure materials or equipment from usual sources, war, riot, accidents, lack of the usual means of transportation, or any circumstances beyond the Company's control not hereinabove mentioned which shall prevent or delay the Company from making deliveries in the usual course of business. The Company is not, however, relieved from making shipments nor the Buyer from accepting delivery at the agreed price when the cause preventing or delaying deliveries shall have been removed.
Delivery terms are F.O.B. Factory. The risk of loss of equipment shall pass to Buyer as soon as said equipment is put into the possession of the carrier. Section 2-510 of the Uniform Commercial Code shall have no effect upon any contract made hereunder. Dates of delivery are determined from the date of the Company's acceptance of any order or orders made by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular day of delivery.
2. The Company warrants that all equipment sold pursuant to this Quotation shall be as described herein. Equipment and components manufactured by the Company are further warranted to be free from any defects in material and workmanship for one year from the date of shipment. Equipment and components manufactured by others are not so warranted by the Company, however, to the extent possible, the company shall provide the buyer with such other manufacturers' warranties as are available. THESE WARRANTIES ARE EXPRESSLY IN LIEU OF ANY OTHER EXPRESSED OR IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF ANY OTHER OBLIGATION ON THE PART OF THE COMPANY. Any drawing or plans furnished with the equipment sold hereunder are solely for the convenience of the Buyer and do not serve in any way to modify the disclaimers of express and implied warranties set forth above.
Buyer shall inspect and examine upon delivery each item of equipment with the description in this Quotation, or order acknowledgment. Failure to give the Company written notice of any non-conformity within 10 days following delivery to Buyer shall be deemed an unreasonable delay and shall bar any claim against the Company in respect thereto.
The Company shall not be liable for any consequential or incidental damages arising from breach of any warranty, failure to deliver, delay in delivery, delivery of non-conforming goods or for any other breach of contract or duty between the Company and Buyer. The Company's liability hereunder is expressly limited to the replacement (in the originally shipped) or repair of goods not complying with this agreement, or at the Company's option, or to the repayment of or crediting of Buyer with an amount equal to the purchase price of such goods. In no event shall the Company's maximum liability for breach of contract or duty exceed the purchase price of the equipment to which the breach relates.
3. If the financial responsibility of the Buyer becomes unsatisfactory to the Company, the Company may require satisfactory security. If Buyer fails to make payment in accordance with the terms hereof, the company reserves the right to remove and reclaim the equipment specified in this Quotation or order acknowledgment upon refund to Buyer of the whole sum paid to the Company by said Buyer on account of the purchase price of said equipment and thereby terminate any and all liability of the Company to the Buyer on account of the purchase and use of the equipment specified in this Quotation or order acknowledgment.
4. If, in the judgment of the Company, the financial condition of Buyer at the time of equipment is ready for shipment does not justify the terms of payment specified, the Company may require full payment in cash before making shipment.
5. The Company shall have all remedies afforded to it by the Uniform Commercial Code as it is in effect under the laws of the State of Illinois on the date of acceptance by the Company. In case Buyer shall fail to make payments on this or any other contract between Buyer and the Company in accordance with the Company's terms, the Company may defer further shipments until such payments are made, or may, at its option, cancel any portion of Buyer's order remaining unshipped.
6. Buyer shall, in respect of goods packaged by the Company in accordance with designs, process or formulas supplied, determined or requested by Buyer, defend the Company at Buyer's expense and pay costs and damages awarded in any suit brought against the Company for infringement of any letters patent by reason of use of such designs, processes or formulas provided the Company promptly notifies the Buyer in writing of any claim of or suit for infringement and tenders defense thereof to Buyer. The Company is entitled to be represented in any suit at its own expense.
7. No assignment hereof is permitted without the Company's prior written consent.
8. If any portion hereof of this Quotation or Order Acknowledgment is identified as "Special" or "Made to Order", Buyer's order shall not be canceled by Buyer, after acceptance by the Company, except upon payment in full of the purchase price.
9. If the Buyer declines or is unable to take delivery at the time(s) specified, the Company will have the equipment stored for Buyer's risk and account, and the materials shall be considered "shipped".
10. Sales tax, personal property tax, use tax, excise tax, or other taxes imposed by Foreign, U.S., Federal, State, or Municipal authority, except the State of Illinois, and incurred by Buyer through performance of the contract shall be for the Buyer's account and are in addition to the prices quoted.
11. Acceptance of orders, whether oral or written, is based on the express condition that Buyer agrees to all of the terms and conditions contained herein. Acceptance of delivery by Buyer will constitute Buyer's assent to said terms and conditions. These terms and conditions represent the complete agreement of the parties, and no terms and conditions in any way adding to, modifying or otherwise changing the provisions stated herein shall be binding upon the Company unless made in writing and signed and approved by an officer of Company. No modifications of any of these terms will be affected by Company's shipment of goods following receipt of Buyer's purchase order, shipping request or similar forms containing printed terms and conditions conflicting or inconsistent with the terms herein.
12. Dimensions and specifications shown on literature are subject to change without notice. A "Certified for Construction" drawing will be submitted, if requested, at an additional charge.
13. Many sales and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. While the company attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product, please review the product application, and national and local codes and regulations, and be sure that the product, installation, and use will comply with them.