EX-FACTORY Terms & Conditions of Sales
Quotations and Sales Prices:
- All quotations are subject to change without notice.
- All prices are F.O.B. location.
- All orders accepted are subject to prices in effect at time of order.
- Prices quoted are exclusive of Federal, State or Local Sales Taxes and are subject
to an increase equal to the amount of any such taxes either now in force or later
imposed and applicable to Buyer’s order. All taxes are Buyer’s sole responsibility.
Payment Terms: In U.S. funds by check or wire transfer, unless
other arrangements acceptable by Seller are made. Title of goods sold hereunder
shall not pass to Buyer until purchase price is paid in full.
Cancellations: Seller reserves the right to cancel any order if goods ordered
are no longer available, no longer being manufactured or, if prior to date of shipment,
all previously shipped goods were paid. In the event an “as-is” machine is ordered
reconditioned or rebuilt, the original deposit is non-refundable, as this constitutes
a special order. Only with the Seller's consent and if agreed to prior to the transaction,
the Seller may indemnify Buyer against losses.
Shipping/Delivery: Dates furnished by Seller are tentative and
may be extended without notice if caused by force majeure. Seller is not liable
for any non-performance of delay in performance caused by circumstances beyond Seller’s
control, including but not limited to acts of God, fire, flood, war, government
action, accident, labor trouble or shortage, inability to obtain material, equipment
or transportation, or failure of Seller’s suppliers to furnish the goods. In case
of transport damage, buyer shall make all claims for damage directly with carrier.
Limited Warranty: All machinery, other than "New Equipment with Warranty," is sold "as is where is"
with all faults. Seller does warrant that all used, rebuilt and reconditioned
machinery will be mechanically in good working order. Seller makes no warranties,
expressed or implied, as to merchantability or fitness for purpose.
Seller is not responsible for any expressed or implied warranties made by the manufacturer
and makes no warranty that the machinery complies with any requirements of federal,
state or local laws and industrial codes, including without limitation, the Occupational
Safety and Health Act of 1970, and all amendments thereto. It is expressly agreed
that the buyer shall have no right to recovery against Seller for any incidental
or consequential damage arising from any breach of warranty by Seller and the Buyer
shall have no right of rejection or revocation of acceptance against Seller for
any part of all the goods covered hereby.
MAXIMUM LIABILITY: of Seller or any affiliate, subcontractors or
suppliers, at any tier, under any legal theory, shall not exceed the purchase price
paid to Seller for the equipment, and Seller shall not be liable for any consequential,
incidental, special, or punitive damages, lost profits, loss of use
damages, or damage to other equipment or materials, even if Seller has been advised
of the possibility of such damages.
Venue: All Business Transactions under this Agreement shall be
governed and construed in accordance with the laws of the State of North Carolina
without regard to principles of conflicts of laws. The Parties irrevocably submit
to the jurisdiction and venue of the Mecklenburg County, North Carolina for the
purpose of any suit, action or other proceeding arising out of this Agreement; no legal
action may be taken by any party after (1) year from the date of purchase. The
Parties, furthermore, waive any right it may have to a trial by jury in respect
of any claim brought by or on behalf of either party based upon, arising out of
or in connection with this Agreement. Any dispute arising hereunder, if not settled
by mutual agreement, shall, at either party’s option, and, upon written notice by
one party to the other, be settled by final and binding arbitration in Charlotte,
North Carolina. The arbitration shall be conducted in accordance with the Commercial
Dispute Resolution Procedures and Rules of the American Arbitration Association
(“AAA Rules”) by a single disinterested arbitrator appointed in accordance with
such AAA Rules.
Safety Devices, Guarding, OSHA and Operator Training: Safety devices
furnished by Seller shall be limited to those specifically mentioned in the proposal.
However, the furnishing of such devices does not imply that the devices furnished
will protect an operator from injury when the machinery is used as intended by Buyer.
It is Buyer’s and/or User’s responsibility to be sure that all points of hazard,
including, but not limited to, cutting devices; i.e. saws, cutterheads, etc., pinch
points, feed drives, all moving parts, kick-back areas, etc., are properly guarded
as per the machines intended use, and to properly forewarn all Operator(s) and/or
User(s) of these potential hazards, and to properly train Operator(s) and/or User(s)
in the safe operation and maintenance of the machinery. To that end, the Buyer(s)
and/or User(s) should obtain Operators and Safety Manuals from the original manufacturer
or secure the services of a qualified, certified Professional Safety Engineer. Seller
makes no warranties, expressed or implied, that the machinery when installed and
placed in operation and used by the Buyer and/or User will comply with the Occupational
Safety and Health Standards, Rules and Regulations, or orders issued pursuant to
the Occupational Safety and Health Act. It is the sole responsibility of the Buyer
to make certain that the machinery is in compliance with all standards, rules, regulations
and orders. Buyer agrees to forever hold Seller harmless from any violations of
standards, rules, regulations and orders, including any penalties or citations which
may be issued as a result of violating any such standards, rules regulations and
End Use: Final determination of the suitability of the goods for
the use contemplated by Buyer is the sole responsibility of Buyer, and Seller shall
in no way be responsible for any suitability of the goods for any particular end
Indemnification: For goods sold hereunder Buyer assumes all risk
and liability for loss, damage or injury to persons or property of Buyer or others
arising out of the use or possession of the goods. Buyer agrees to indemnity
and hold harmless Seller from any and all claims or liabilities asserted against
Seller in connection with the manufacture, sale, delivery, rental, loan, resale,
repair, or use of the goods and/or of any obligation or duty of Buyer as set forth
Returns: Many times a Buyer will inspect the equipment prior to
payment and taking delivery of the equipment. Used Machinery not inspected by the
Buyer is covered by the following published return policy as stated on our Invoice:
- Unless otherwise agreed to in writing, the equipment, machinery or material covered
by this invoice is sold "as is, where is, and with all faults" with no guarantee
or warranty as to condition, merchantability or fitness for a particular purpose,
implied or otherwise.
- Specifications are correct to the best of our knowledge, obtained from sources deemed
reliable. Still, we encourage your inspection prior to the sale to confirm accuracy.
- The "Sold To" party/buyer accepts that this sale is subject to our "Standard Terms
& Conditions," a copy of which is attached to this invoice and is also available
for review at any time the prospects or buyers request.
- Warning: The property or machinery sold under this document is
used. It may be incomplete or may not be equipped with guard or other safety devices
necessary for the particular use intended or required under current safety regulations.
In all cases, examine carefully for safety deficiencies before operating.
- If equipment is not as represented, EX-FACTORY INC reserves the right to make repairs
to correct the deficiency and/or reimburse the Buyer for incurred expenses provided
the Buyer makes notifications in writing of said deficiencies within (2) weeks of
receipt of the equipment.
- New equipment is covered by factory warranty for 6 or 12 months against manufacturer's
Inferior Goods & Equipment: If goods/equipment are significantly
inferior than represented and absolutely not acceptable to CUSTOMER, SELLER will
immediately refund purchase price, upon return of goods/equipment, freight collect;
CUSTOMER must notify seller in writing within (2) weeks of receipt of the equipment
of any deficiencies.
Return Shipping Cost: If not stated otherwise for a specific sales
transaction, the Buyer has to bear the return shipping cost.
Refunds: The Buyer's purchase amount is refunded in full if and
when equipment is returned prepaid to original shipping point; prior to return,
the Buyer must request an Return Goods Authorization (RGA) in writing from the Seller
within (2) weeks of the receipt of the equipment.