QUOTATIONS AND PRICES
Prices are in U.S. Funds and are subject to change without notice, and orders calling for future delivery will be billed according to the price in effect at the time of delivery. Written quotations automatically expire 30 calendar days from the date issued and are subject to termination by notice within that period. All prices are F.O.B. Knuth Machine Tools 590 Bond St. Lincolnshire, IL 60069.
This quotation is not a firm offer and may be changed or revoked at any time. The acceptance of this quotation by a Buyer is expressly limited to the exact terms contained herein, and any attempt to alter or omit any such terms shall be deemed a rejection and counter-offer. Final approval and acceptance by Seller of Buyer’s order (s) shall be written Order Acknowledgment.
The Seller will not be liable for any delay in the performance of orders or contracts, or partial performance therefore, or on the delivery or shipment of goods, or for any damages suffered by the Buyer by reason of said delay, when such delay, directly or indirectly is caused by or in any manner arises from fires, floods, accidents, civil unrest, acts of god, war, detrimental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond its control. In addition, thereto, Seller shall not be liable in any event for any special, indirect or consequential damages on account of failure or delay in performance, regardless of the cause. The Seller shall have the additional right, in the event of the happening of any of the above contingencies, at its option, to cancel this contract or any part thereof without any resulting liability to the Seller.
Claims for defective merchandise, shortages, delays or failure in shipment or delivery, or for nay other cause, shall be deemed waived and released by the Buyer, unless made in writing 10 days after arrival of the merchandise. THE SELLER MAKES NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE MERCHANTABILITY OR AS TO THE FITNESS OF THE MERCHANDISE FOR ANY PARTICULAR USE OF PURPOSE AND SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF SUCH MERCHANDISE OR FOR CONSEQUENTIAL DAMAGES.
TITLE AND RISK OF LOSS
Title to products shall pass only upon payment of the full purchase price. Not withstanding the foregoing, all risk of loss shall be borne by Buyer from the time of delivery of the product by Seller to public carrier or other manner of transportation. Unless otherwise specified, all products are to be shipped by such carrier as Seller may select.
Payment Terms are 30 percent deposit with purchase order, and 70 percent prior to shipping. Should a progressive payment apply a finance charge of 2% per month (24% per annual) will be charged for each month or fraction of a month on past due payments until paid in full; provided however, that such late charges shall not exceed the maximum amount allowed by law. Buyer shall reimburse Seller for any expenses incurred in collecting unpaid balances including reasonable attorney fees and paralegal fees incurred. The foregoing shall not be construed as limiting, in any manner, any of the rights and remedies available to Seller in the event of default of Buyer and Buyer shall be responsible for all costs incurred by Seller for said default.
We guarantee to replace or, at our option, repair any products or parts, thereof which are found to be defective in material or workmanship within one year or 2000 hours from date of installation of the machine at customer’s site, if said product is shown to be properly lubricated and otherwise maintained according to the specifications supplied by the manufacturer. Notice of any claims for defects in material or workmanship must be given to the Seller, in writing, within the warranty period. The Seller reserves the right to make inspections of the defective parts or equipment at the customer’s site, before any claims will be allowed and before adjustment, credit, allowance, replacement, or return will be authorized. Our obligation with respect to such products or parts shall be limited to replacement or repair, and in no event shall we be liable for consequential or special damages, or for transportation, installation, adjustment or other expenses which may arise in connection with such products or parts. Additionally, Seller shall not be liable or responsible for any repairs, additions, or modifications made upon a product without prior written consent of the Seller.
THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE, OR PURPOSE OR OTHERWISE (EXCEPT AS TO TITLE) OTHER THAN THOSE EXPRESSLY SET FORTH ABOVE WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, SHALL APPLY TO PRODUCTS SOLD BY US, AND NO WAIVER, ALTERATIONS OR MODIFICATIONS OF THE FORGOING CONDITIONS SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN EXECUTIVE OFFICER OR OUR CORPORATION.
THE CUSTOMER ACKNOWLEDGES THAT NO WARRANTY OR GUARANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY PARTICULAR PURPOSE IS MADE BY THE MANUFACTURER OF THE MACHINE.
Buyer shall not delegate or assign any duties or claims under this sales order without the Seller’s prior written consent. Any such delegation or assignment attempted without the previous written consent of the Seller shall effect, at the option of the Seller, a cancellation of all the Seller’s obligations hereunder. All claims for monies due or to become due from the Buyer shall be subject to deduction by the Seller, or any set off or counterclaim arising out of this or any other of Buyer’s orders with Seller, whether said set off or counterclaim arose before or after any such assignment by the Buyer.
In no case are goods or products to be returned without first obtaining written permission of the Seller. Only products currently sold by the Seller, that have been invoiced to the Buyer within 30 days, will be considered for return. Material or products accepted for credit are subject to a minimum service charge of 15% plus all transportation charges. Products built to order are not subject to the returns for credit under any circumstances. All Products must be securely packaged to reach us without damage.
DELAY IN DELIVERY
In the event delivery to Buyer is delayed at the request of Buyer, Seller shall have the option to hold such machine for later delivery to Buyer and Buyer agrees to pay to Seller the prevailing price for such machine at time of actual delivery or Buyer shall pay the full sales price outstanding within 30 days and pay to Seller customary storage changes assessed.
These terms and conditions shall supersede any prior provisions, terms, and conditions contained on any confirmation order, or other writing the Buyer may give or receive, and the rights of the parties shall be governed exclusively by the provisions, terms, and conditions hereof. The Seller makes no representations or warranties concerning this quotation except such as are expressly contained herein, and this quotation may not be changed or modified orally.
Once accepted by Seller, Buyer’s Purchase Order may not be cancelled, in whole or in part, without the written consent of Seller. In any case where cancellation may be acceptable to Seller such cancellation will be subject to payment by Buyer of cancellation charges as determined under the following schedule.
Cancellation of Standard Machines less than ninety (90) days before scheduled shipping date will be subject to a charge payable by Buyer at 10% of the Gross Sale Price.
Cancellation of Standard Attachments and Service Parts ordered separately for a machine less than sixty (60) days before scheduled shipping date, will be subject to a charge payable by Buyer of 15% of the Gross Sale Price
Cancellation of Special Machines, Attachments, and Service Parts at any time will be subject to a charge payable to Buyer of 100% of the Gross Sale Price.
The Scheduled Shipping Date is that stated on Order Acknowledgement. Seller shall have the absolute right to cancel an order if at any time all Terms and Conditions governing this order are not strictly compiled with by the Buyer or if at any time Buyer becomes bankrupt or insolvent. In the event of such a cancellation Seller shall have the right to recover from Buyer all costs as outlined in the Cancellation Schedule.
Buyer shall use and shall require its employees to use all safety devices, guards and proper and safe operating procedures as set forth in manuals and instruction sheets furnished by Seller. If Buyer fails to comply with the obligation set forth in this paragraph, Buyer agrees to indemnify and
save Seller harmless from any liability or obligation incurred by Seller to persons injured directly or indirectly in connection with the operation of the Seller’s Products.
SELLER’S RIGHT TO POSSESSION
The Seller shall have the right, in addition to all others it may posses, at any time, for credit reasons or because of the Buyer’s default or defaults, to withhold shipments, in whole or in part, and to recall goods retake same, and repossess all goods which may be stored with the Seller on the Buyer’s account, without the necessity of taking any other proceedings, and the Buyer consents that all the merchandise so recalled, retaken or repossessed shall become the absolute property of the Seller, provided that the Buyer is given full credit therefore. The foregoing shall not be construed as limiting, in any manner, any of the rights or remedies available to the Seller because of any default of the Buyer under the Uniform Commercial Code as in force and effect on the date of the signing of this agreement.
If any material or product shall be manufactured and/or sold by the Seller to meet the Buyer’s particular specifications or requirements and is not part of the Seller’s standard line the Buyer agrees to defend, protect, and save harmless the Seller against all suits at law or in equity and from all damages, claims and demands for actual or alleged infringement of any United States or foreign patent, and to defend any suit or action which may be brought against the Seller for any alleged infringement because of the manufacture and/or sale of the material or product covered thereby.
Seller shall have the right to make, from time to time, and without notice to any sureties, assignees, or buyers, changes as to packing, testing, destination, specifications, designs, and delivery schedule. Seller shall immediately notify Buyer of any increases or decreases in cost caused by such changes and an equitable adjustment of prices or other terms hereof shall be agreed upon in a written amendment to this order.
If this quotation is accepted and the Buyer’s order form is used for the purpose, it is expressly understood and agreed that the terms and conditions herein set forth shall prevail insofar as the same may in any way conflict with the terms and conditions set forth in such order form, and the issuance of such order by the Buyer shall be deemed to note the Buyer’s consent to the foregoing.
These terms of sale and acceptance thereof shall be a contract made in the State of Illinois and governed by the laws thereof without regard to conflict of law doctrines.
All orders or contracts are accepted with the understanding that they are subject to the manufacturer ability to obtain the necessary raw materials, and all orders or contracts, as well as shipments applicable thereto are subject to the manufacturer’s current manufacturing schedules, and government regulations, orders, directives, and restrictions that may be in effect from time to time.
The advice of the technical staff of the Seller is available to the trade, but the Seller, not controlling or supervising the manufacture, fabrication or installation of the products sold or their use after sale, does not warrant or guarantee such advise.
NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO THE MERCHANTABILITY OR THE FITNESS FOR ANY PURPOSES, IS MADE UNLESS THE SAME IS SPECIFICALLY SET FORTH HEREIN, BUT IN SUCH CASE SUCH WARRANTY OR GUARANTEE IS LIMITED AS ABOVE PROVIDED.