ACCEPTANCE AND ENTIRE CONTRACT. THIS SALES ORDER, INCLUDING THESE TERMS AND CONDITIONS, CONSTITUTE THE ENTIRE CONTRACT FOR THE SALE AND/OR LEASE OF THE GOODS DESCRIBED IN THIS SALES ORDER NOTWITHSTANDING ANY INCONSISTENT OR ADDITIONAL TERMS THAT MAY BE CONTAINED IN BUYER'S FORMS OR DOCUMENTS PLACING OR CONFIRMING THE ORDER. A SPECIFIC WRITTEN AGREEMENT SIGNED BY A CORPORATE OFFICER OF SELLER EXCLUDING OR AMENDING THESE TERMS AND CONDITIONS SHALL BE THE SOLE MANNER AND METHOD TO ALTER THEM. IF NO SPECIFIC CONTRACT EXISTS, WE ACCEPT BUYER'S ORDER ONLY ON THE EXPRESS CONDITION THAT BUYER ASSENTS TO THESE TERMS AND CONDITIONS. BUYER'S ACCEPTANCE OF, RECEIPT OF OR PAYMENT FOR THE GOODS SHIPPED HEREUNDER SHALL CONSTITUTE ASSENT TO THESE TERMS AND CONDITIONS. THIS DOCUMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES. NO UNDERSTANDING OR AGREEMENT PURPORTING TO MODIFY OR VARY ANY OF THE TERMS OF THIS DOCUMENT SHALL BE BINDING, UNLESS IT IS IN WRITING AND SIGNED BY A CORPORATE OFFICER OF SELLER. THESE TERMS AND CONDITIONS APPLY FULLY TO BUYER REGARDLESS OF WHETHER TITLE TO THE GOODS DESCRIBED PASSES TO BUYER, WHETHER BUYER LEASES THE GOODS DESCRIBED FROM SELLER OR FROM SOME OTHER ENTITY OR WHETHER BUYER OBTAINS POSSESSION OF THE GOODS DESCRIBED BY SOME OTHER MEANS.
1 - DISCLAIMER OF WARRANTIES.
A. THE GOODS ARE PURCHASED BY THE BUYER "AS IS AND WHERE IS". THE SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE GOODS.
B. Descriptions, models, samples and specifications for the Goods are not warranted by the Seller to be accurate or complete. Models or samples are used only to illustrate the general type and quality of the Goods. Descriptions of the Goods are for the sole purpose of identifying the Goods for sale. The Seller shall not be responsible for any inaccuracies, insufficiencies, or omissions in descriptions, samples, models and specifications. Buyer acknowledges that you are not relying on any description, sample, model or specification from Seller. Buyer has conducted its own independent inspection and examination of the Goods. Buyer acknowledges it is satisfied with the Goods in every way.
C. The employees or representatives of the Seller are not authorized to make any statement or representation as to the quality, character, size, condition, quantity, etc. of the Goods.
D. In connection with new equipment, any warranties that exist (if any) will come directly from the manufacturer and not from Seller.
2 – SALES
A. USED EQUIPMENT. WARNING - Buyer understands that the Goods have been used by persons other than the Seller. Buyer understands that the Goods may bear or contain hazardous chemicals or other hazardous materials. Buyer understands that the Goods may be or may become, by chemical reaction or otherwise, directly or indirectly hazardous to life, to health or to property by reason of toxicity, flammability, explosiveness, or for other reasons during use, handling, cleaning, reconditioning or disposal. Buyer acknowledges that the Seller did not design or manufacture the Goods and does not have specialized expertise in Goods.
B. NEW EQUIPMENT. Buyer acknowledges that the Seller did not design or manufacture the Goods and does not have specialized expertise in Goods. Buyer understands that Seller is merely acting as a reseller of the Goods and that any warranties that exist with respect to the Goods (if any) come directly from the manufacturer and not from Seller. Buyer acknowledges and agrees that any warranty or liability claims rest exclusively with the applicable manufacturer and not with Seller.
3 – BUYER'S INDEMNITY OF ARLINGTON.
A. WARNING-The Goods may be dangerous if improperly used. The Buyer covenants that it will contact the original manufacturer to obtain installation and operation information to insure the safe and proper operation of Goods as well as appropriate and proper training for anyone using or operating the Goods. Buyer agrees that Seller is not responsible for any damage, loss or injury resulting from defects in the items sold or from subsequent use of the Goods. Buyer expressly agrees as a condition of its purchase that it will defend, indemnify and hold Seller harmless from any and all claims and losses arising from any purported defect in the Goods or by reason of the use of these items regardless of who holds, brings or makes said claim. Buyer agrees to assume all responsibility in connection with the Goods upon delivery to a common carrier.
B. HAZARDS LIABILITY-Buyer shall defend, indemnify and hold Seller harmless from and against any and all losses, expenses, demands, and claims, including reasonable attorneys fees, made against Seller, its agents, servants, employees and/or indemnitees due to death, injury or illness or property damage whether caused by the actions, inactions, fault, or negligence, (including sole negligence) of Seller or Buyer, of any subsequent Buyer, of any lessor or lessee or of any other person, or otherwise arising out of, resulting from or in any way connected with the operation, maintenance, possession, use, transportation, repair or disposition of the Goods, including that caused by hazardous chemicals or other hazardous material on or in them. Buyers shall disclose these Terms and Conditions to any subsequent Buyer or user of the Goods and that Seller is indemnified and held harmless by Buyer as described herein. Seller shall be named and shall become an additional insured on all of Buyer's liability insurance policies.4 - INSURANCE AND SAFETY RULES INSURANCE. Buyer shall not move, load, transport, or otherwise handle the Goods on Seller's premises without first having obtained insurance coverage satisfactory to Seller. Certificates of Insurance evidencing insurance coverage shall be furnished to Seller. Purchaser shall comply with Seller's plant safety rules and regulations.
5 - FORCE MAJEURE. Delivery or other performance hereunder may be suspended in case of act of God, war, sabotage, accidents, riots, fire, explosion, flood, strike, lockout, injunction, inability to obtain fuel power, raw materials, labor containers or transportation facilities, accident, breakage of machinery or apparatus, national defense requirements, or any cause beyond the control of such party preventing the shipment, acceptance or consumption of a shipment of Goods. Suspended deliveries shall be cancelled without liability, but the Terms and Conditions shall otherwise remain unaffected.
6 – PURCHASER'S CREDIT. Seller reserves the right, among its other remedies, to terminate this contract or to suspend further performance in the event Buyer fails to make any payment when same becomes due. Should Buyer's financial condition become unsatisfactory to Seller, cash or satisfactory security may be required by the Seller for future deliveries of Goods.
7 - INSPECTION. Buyer has inspected the Goods or hereby acknowledges that Seller invited, urged, and cautioned Buyer to inspect same because Seller has not made and cannot make any representation in connection with their condition. Buyer assumes all risks from handling, storage, resale, disposal, or from use or disposition of the Goods. Buyer agrees to defend and indemnify hold Seller harmless for any amounts Seller may pay pursuant to judgment or settlement (including attorneys fees) of any claims made against Seller by reason of damage to property or injury to persons resulting from Buyer's handling, storage, resale, disposal, or from other use or disposition of the Goods.
8 - DAMAGES. Seller's liability with respect to Goods sold to Buyer shall be limited to refunding payment made and canceling the sale. Buyer's sole remedy, in the event of a default by Seller, is to cancel the contract and obtain a refund of any sums paid. In no event shall Seller be liable whether by contract, breach of warranty, negligence, strict tort liability or any other legal theory, for incidental, special or consequential damages, or any shipping costs, including without limitation loss of profits, loss of production, loss of sales and interruption of manufacturing or operations or any other damages or losses.
9 - ASSIGNMENT. Purchaser may not assign its rights or delegate its performance in whole or in part hereunder without the prior written consent of the Seller. Any attempted assignment or delegation of Buyer's rights and obligations hereunder without Seller's written consent shall be void; however, Seller shall not unreasonably withhold such consent.
10 - MISCELLANEOUS. Interpretation and enforcement of this Sales Order and the performance thereof and of all causes of action relating in any way to this Sales Order or to Goods shall be construed solely according to the laws of the State of Illinois exclusive of its rules regarding choice of law. The Buyer and Seller agree that the courts of Illinois shall be the sole, exclusive and only forum in which disputes arising hereunder or as a consequence hereof shall be adjudicated. The Buyer and Seller agree that any and all claims arising hereunder by virtue hereof must be brought in the courts of the State of Illinois. The Buyer and Seller also agree that venue for all claims arising elating in any way to this Sales Order or to the Goods shall, at all times, be solely and exclusively in Cook County, Illinois, and Buyer waives any claims as to inconvenient forum. Buyer and Seller expressly agree that Seller shall not be amenable to suit or other action in any forum or jurisdiction other than in the courts of Illinois regardless of the circumstances or facts of any claim relating in any way to this Sales Order or to the Goods.
11 - TERMS OF PAYMENT. 50% of total purchase price required as deposit with order. Balance due and payable on or before shipment, unless specifically agreed to in writing to the contrary. Full payment is required within 30 days of the Sales Order date and machinery must be removed within 60 days or deposit will be forfeited, unless specifically agreed to in writing to the contrary.
12 - TAXES. All taxes assessed to this order are the responsibility of the Buyer or Lessee including but not limited to local and regional sales tax and personal property tax or the Buyer is to provide Seller with valid exemption certificate. In the event that Buyer either fails to pay the tax or other charges or fails to provide a valid exemption certificate, Buyer agrees to indemnify and hold Seller harmless from any liability and expense by reason of such failure.
13 - MODIFICATION. Purchaser understands and agrees that (a) no modification or waiver of the Terms and Conditions hereof shall be effective unless made by an officer of Seller in writing addressed to Buyer and specifically referring to this document and (b) Seller's acknowledgement or acceptance of anything in writing from Buyer which is in conflict with these Terms and Conditions and any subsequent delivery of Goods shall not constitute a modification or waiver of these Terms and Conditions.
14 - DIRECTION. BUYER ACKNOWLEDGES THAT ANY WORK DONE BY SELLER ON THE GOODS IS DONE AT THE SOLE REQUEST AND SOLE DIRECTION OF BUYER USING THE DESIGNS, INSTRUCTIONS, SPECIFICATIONS AND ENGINEERING PROVIDED BY THE BUYER.
15 - SEVERABILITY. If any provision of this Sales Order or these Terms and Conditions is determined to be illegal or unenforceable: (a) It shall be reconstrued so as to be enforceable to the fullest extent permitted by law, and (b) It shall not affect the enforceability of any other provision or paragraph of this Sales Order or these Terms and Conditions.
16 - COUNTERPARTS. This Agreement may be executed in one or more counterparts and by transmission of a facsimile or digital image containing the signature of the person so executing, each of which shall be deemed and accepted as an original, and all of which together shall constitute a single instrument.