IMPORTANT WARRANTY INFORMATION & TERMS AND CONDITIONS OF SALE.
As used herein, the term "Seller" shall mean Alan Ross Machinery, an Illinois corporation, and the term "Buyer" shall mean the person or business executing the order for purchase of the equipment identified or described in the Invoice (the "equipment"). This document constitutes the full and final agreement of the parties for the purchase and sale of the goods and services described on this quote or invoice, and are not to be modified or amended by any prior or contemporaneous agreement, whether written or oral. No modification of this agreement shall be in effect unless in writing signed by the parties, and no modification shall be effected by the acknowledgment or acceptance of purchase order forms containing different terms or conditions. This sale is expressly made conditional on Buyer’s assent to, and Seller agrees to furnish the equipment only upon, these terms and conditions.
(1) PRICE All prices listed and quoted by Seller are exclusive of any federal, state or municipal sales, use or other similar taxes which Seller may be required to collect or pay upon such sale or delivery of its materials to Buyer and Buyer shall be responsible for payment of such taxes, unless otherwise stated in writing on this invoice.
(2) TERMS AND DELIVERY This Invoice is for immediate acceptance, subject to prior sale or other disposition, and change without notice. Buyer shall pay a non-refundable deposit and the balance of the purchase price prior to shipment. In the event that the purchase price is not paid in full on the date that shipment is ready or available, Seller shall have the option of retaining the deposit as a liquidated damage. Acceptance, constituted by receipt of cleared funds, is made with the mutual understanding that orders are not subject to cancellation. The shipping date is approximate only, and is contingent upon delay or force majeure. Delivery terms are FOB Seller's place of business unless otherwise stated in writing on this invoice.
(3) TITLE Title shall not pass to Buyer until the entire purchase price is paid. The purchase price shall be payable in US currency in accordance with the terms outlined in the Invoice.
(4) INSPECTION Buyer is encouraged to, and shall have the right to inspect the equipment prior to the time of shipment. The buyer acknowledges they are a sophisticated purchaser of machinery and hereby accepts responsibility for defects or fault in equipment purchased “as-is”.
(5) IMPORTANT: EQUIPMENT USE AND SAFETY BUYER ACKNOWLEDGES THAT THE EQUIPMENT MAY CONTAIN CERTAIN UNAVOIDABLE RISKS, WHICH MAY ARISE DURING USE, OPERATION OR AFTER SALE, AND THAT THE EQUIPMENT MAY BE INHERENTLY DANGEROUS. BUYER ACKNOWLEDGES SUCH RISKS AND DANGERS, AND EXPRESSLY REPRESENTS AND WARRANTS THAT BUYER WILL ASSUME ALL RESPONSIBILITY FOR PERSONAL INJURIES ARISING FROM THE USE, OPERATION AND SALE OF THE EQUIPMENT. Buyer represents and warrants that it will provide all necessary safety precautions (e.g., employee training, user instructions, warnings, labels, screening, safety guards, emergency stop switches and other safety mechanisms and devices).Buyer acknowledges that the equipment was neither designed nor manufactured by Seller and that Seller does not know of Buyer's specific application. Buyer represents and warrants that it is Buyer's sole responsibility to provide proper safety precautions (e.g., employee training, user instructions, warnings, labels, screening, safety guards, emergency stop switches and other safety devices) to safeguard Buyer and others from harm arising from the use, operation or sale of equipment. Buyer represents any warrants that it will conform the equipment to federal, state and industry safety standards and conform the equipment to manufacturer's warnings and instructions prior to use, operation or sale.
(6) ALL WARRANTIES DISCLAIMED SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING NO WARRANTIES OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND BUYER EXPRESSLY AGREES TO ASSUME ALL RISKS AND LIABILITY FOR THE USE, OPERATION AND SALE OF
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THE EQUIPMENT, WHETHER USED, OPERATED OR SOLD SINGLY OR IN COMBINATION WITH OTHER EQUIPMENT, GOODS OR PRODUCTS. THE DESCRIPTION OF THE EQUIPMENT PROVIDED IN THE INVOICE IS FOR THE SOLE PURPOSE OF IDENTIFYING THE SAME AND DOES NOT CONSTITUTE A REPRESENTATION OR WARRANTY THAT THE EQUIPMENT CONFORMS TO SUCH DESCRIPTION, CONDITION OR SPECIFICATION. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, PERSONAL INJURY, REVENUE LOSS OR LOSS OF PROFITS OR CLAIMS OF CUSTOMERS OR BUYER FOR ANY SUCH LOSS OR DAMAGE, AND, NOT WITHSTANDING THE PROVISIONS OF ANY STATUTE OR LAW, THE TERMS AND CONDITIONS OF THIS CLAUSE SHALL CONSTITUTE THE EXCLUSIVE REMEDIES OF BUYER AND THE EXCLUSIVE LIABILITY OF SELLER. ALL EQUIPMENT IS SOLD EITHER “AS IS”, “RECONDITIONED” OR “GUARANTEED” AS STATED IN-WRITING ON THIS INVOICE. EQUIPMENT SOLD "GUARANTEED” OR “RECONDITIIONED" IS IN ALL RESPECTS OFFERED “AS IS”, BUT IS SOLD WITH A 30 DAY RETURN OR REPAIR PRIVILEGE (“LIMITED WARRANTY”) AT THE SOLE DISCRETION OF SELLER, WHICH WILL HAVE NO OBLIGATION WITH RESPECT TO SUCH EQUIPMENT AFTER 30 DAYS FROM DATE OF SHIPMENT, REGARDLESS OF ANY NOTIFICATION OF DEFECT, OR ANY REMEDIAL ACTIONS ON THE PART OF THE SELLER. EQUIPMENT SOLD “AS IS” CARRIES NO RETURN PRIVILEGE UNDER ANY CIRCUMSTANCES. IN THE EVENT OF IMPROPER INSTALLATION, ALTERATION, ABUSE, MISUSE, ACCIDENT, FIRE, FLOOD OR ACTS OF GOD, ANY WARRANTIES WHICH MAY BE GIVEN BY SELLER TO BUYER ARE HEREBY REVOKED AND CANCELLED. BUYER SHALL HAVE THE RIGHT TO INSPECT THE EQUIPMENT AT THE PLACE OF SHIPMENT PRIOR TO THE TIME OF SHIPMENT, AND IS ENCOURAGED BY SELLER TO DO SO.
(7) INDEMNITY Buyer acknowledges hereby that Buyer is a sophisticated purchaser. The Purchaser expressly agrees as a condition of its purchase of the goods that it will indemnify and hold harmless the Seller, its agents, servants and employees, from any and all claims that may hereafter at any time be asserted by any subsequent owner, purchaser or user of the goods or by any third party arising from any purported defect(s) in the goods or by reason of the use of the goods. Such indemnification shall include, but not be limited to, attorneys' fees and/or legal expenses relating to such claims. The Purchaser agrees to assume all responsibility in connection with the goods upon delivery thereof to the Purchaser or to a common carrier, whichever occurs first. Except for claims covered by the express warranty set forth above, the Purchaser shall indemnify and hold harmless the Seller, its agents, servants and its employees, from and against any and all losses, expenses, demands, and claims made against the Seller, its agents, servants and its employees by the Purchaser, any agent, servant or employee of the Purchaser, any subsequent Purchaser, any agent, servant or employee of a subsequent Purchaser, any lessor or lessee, or any other person because of injury or illness or alleged injury or illness (including death) or damage, actual or alleged, whether by the sole negligence of the Seller, alleged infringement of or litigation concerning any trade name, trademark, patent, design, copyright, right of privacy or similar right in connection with the equipment, the current negligence of the Seller with the Purchaser, any agent, servant, or employee of the Purchaser, any subsequent purchaser, any agent, servant or employee of any subsequent purchaser, any lessor or lessee, any agent, servant or employee of any lessor or lessee, or any other person, arising out of, resulting from, or in any way connected with, the operation, maintenance, possession, use, transportation or disposition of the goods, including that caused by hazardous chemicals or other hazardous materials on or in them, or of the possession, operation, maintenance, transportation, use or disposition of the goods by subsequent purchasers, lessors, owners, lessees or any other person, including that caused by hazardous chemicals or other hazardous materials on or in the goods. Such indemnification includes, but is not limited to, all attorney's fees and legal expenses relating to such claims. The Purchaser agrees to defend at its own expense any suit, action or cause of action brought against the Seller, its agents, servants or employees based on any such alleged injury, illness or damage, and to pay all damages awarded therein.
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(8) FORCE MAJEURE Seller shall not be liable for any damages or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of God, acts of Buyer, acts of civil or military authority, fires, floods, or epidemics, quarantine, restrictions, war, riots, strikes, differences with workmen, accidents to machinery, car shortages, delays in transportation, delays in delivery by Seller's vendors, or any other causes beyond the reasonable control of the Seller. The delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this clause.
(9) DAMAGES Subject to the terms of section 6 above, Seller's liability with respect to equipment sold to Purchaser shall be limited to refunding payment made or canceling the invoice – whichever shall apply. In no event shall Seller be liable for: incidental, special or consequential damages, lost profits, or any expenses, including but not limited to shipping or rigging cost.
(10) GOVERNING LAW AND DISPUTES The terms and conditions contained herein constitute the entire agreement between Seller and Buyer. No other representations or warranties shall be binding against Seller. This agreement shall be construed in accordance with the laws of the State of Illinois, without regard to choice of law or conflicts of law principles. The parties consent to the jurisdiction and venue of the courts of Cook County, Illinois or the United States District Court for the Northern District of Illinois in any action or judicial proceeding brought to enforce, construe, or interpret this contract. Seller may cause any controversy or claim arising out of or relating to this contract, or a breach thereof, to be submitted to arbitration administered in Chicago, Illinois pursuant to a single arbitrator arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect at the time of arbitration. The arbitrator shall be selected by the parties under the default method of selection of the AAA in effect at the time. After selection, the arbitrator shall proceed promptly with the arbitration proceeding and shall be instructed by the parties to make a decision and deliver a written report thereof to all parties no later than thirty days after the arbitrator declares the arbitration hearing closed. Judgment on the award or decision may be entered in any court having jurisdiction thereof. Each party shall pay the costs and expenses of its own counsel and shall share equally as to other costs and expenses.
(11) SEVERABILITY If any one or more of the terms and conditions set forth herein is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining terms and conditions. Waiver by the Seller of a breach of any one of the terms and conditions shall not be construed as a waiver of any other breach.
PAYMENT INSTRUCTIONS:
BANK WIRE TRANSFER INSTRUCTIONS:
Alan Ross Machinery Corp
Call (847) 480-8900 for bank information.
US BANK CASHIERS CHECK:
Payable to: Alan Ross Machinery Corp
3240 Commercial Ave
Northbrook, IL 60062-1907
Funds provided via other means are subject to a waiting period while funds are allowed to clear.
© Copyright 2006. Alan Ross Machinery Corporation. All rights reserved.
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