WRAITH ENGINEERING STANDARD TERMS AND CONDITIONS OF SALE
THE FOLLOWING PROVISIONS APPLY TO ALL SALES:
WARRANTY. Vendor warrants to Purchaser that if any product of its manufacture upon examination is found by a Vendor’s representative to be defective in either workmanship or material under normal use and service Vendor, at its option, will repair or replace same free of charge including lowest transportation charges but not cost of installation or removal or will refund the purchase price thereof, provided that Vendor receives written claim specifying the defect within ninety (90) days from date of sale or one (1) year from date of factory shipment, whichever occurs first. All warranties with respect to machinery, apparatus, accessories, materials or supplies not manufactured by Vendor shall be limited to their respective warranties of the manufacturers thereof, if any, which Vendor may be permitted to pass on to Purchaser. The effects of corrosion, erosion, misuse, improper installation, neglect and normal wear and tear are specifically excluded from Vendor’s warranty. ALL OTHER WARRANTIES EXPRESSED AND IMPLIED INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR USE ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. SUBJECT TO CLAUSE 11(b) BELOW, THE FOREGOING EXPRESSES ALL OF THE VENDOR’S OBLIGATIONS AND LIABILITIES WITH RESPECT TO PRODUCTS FURNISHED BY IT HEREUNDER. The liability of Vendor, on any claim of any kind, whether based on warranty, contract, negligence or otherwise, for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any equipment covered by or furnished under this contract shall, subject to clause 11(b) below, in no case exceed the purchase price, and upon expiration of the warranty period all such liability shall terminate. The foregoing shall, subject to clause 11(b) below, constitute the sole liability of Vendor.
All sales are limited to and expressly made conditional on Purchaser’s assent to these typed and printed terms and conditions of sale. In the event Purchaser accepts any articles, such performance by Purchaser shall be deemed to be upon all the terms and conditions herein contained. Any articles Vendor sells or provides will be deemed accepted by Purchaser upon delivery. These typed and printed terms and conditions shall apply to the exclusion of all and any terms or conditions which are implied by trade, custom, practice or course of dealing.
Terms and conditions on the Purchaser’s order form, at variance with terms and conditions stated herein, are binding upon Vendor only if specifically accepted by a duly authorized representative of Vendor in writing.
Orders accepted by Vendor cannot be cancelled by Purchaser except with Vendor’s written consent and upon terms that will indemnify Vendor against loss.
In the event samples are furnished to Purchaser, Vendor will not assume any liability in connection with the furnishing or use thereof and there shall be no warranty covering such samples.
PRICE AND PAYMENT
Goods remain the property of the Vendor until paid for in full by the Purchaser. In the event that payment is not received, goods should be returned within 30 days of request from the Vendor.
Unless otherwise stated in writing by Vendor, legal delivery and prices are Ex-Works Vendor’s facility.
Taxes Not Included in Price: Except where otherwise prohibited by law, all sales, excise, use or similar taxes or charges by any national, federal, state or local government or other relevant authority, which Vendor may be required to pay or collect, shall be in addition to price stated and shall be paid by Purchaser, unless valid exemption certificate is furnished therefor.
Payment: All accounts are payable within thirty (30) days. Vendor may demand payment in advance of shipment. Interest shall accrue on any late payment at the rate of 1.5% per month (or such other rate allowable by law) from the due date for payment until the actual date of payment, after as well as before judgment.
Payments Where Shipments are Delayed: Where Purchaser requests delay in shipment, Vendor shall have the option of billing for goods when ready for shipment. If material is not ordered out within sixty (60) days after goods are ready, Vendor will have the option of billing storage charges.
Shipping Dates: Shipping dates and delivery estimates are approximate only and subject to change.
Unforeseen Delays: Vendor shall not be liable in damages or otherwise for delays or failure in performance when caused by circumstances, of every nature and description and however arising, beyond Vendor’s reasonable control, including without limitation fire, acts of God, strikes, labor difficulties, acts of governmental or military authority, delays or loss in transportation or in procuring materials or material defects. In the event that Vendor is unable due to any such occurrence or otherwise, to fulfill its total commitments to all customers, Purchaser agrees to accept, as full a nd complete performance by Vendor, deliveries in accordance with such plan as Vendor may adopt.
Packaging: Vendor will provide commercial packaging adequate, under normal conditions, to protect the goods in shipment and identify the conten ts. The cost of any special packaging such as wooden crates to protect the shipment in transit, shall be borne by the Purchaser.
Routing: All goods will be shipped via the most direct and economical means of transportation under the circumstances as determined by Vendor, or collected by the Purchaser or the Purchaser’s agent subject to prior arrangement with Vendor
Claims: Claims for loss or damage in transit must be entered and prosecuted by the Purchaser.
REJECTIONS AND RETURNS
Notification to Vendor: Purchaser will be deemed to have inspected and accepted any shipment under this contract or performance of services, if within thirty days after Purchaser’s receipt of goods or services, Purchaser has not notified Vendor in writing that such goods or services are rejected and the grounds therefore.
Return of Goods: No goods may be returned by Purchaser for any reason without Vendor’s prior written approval.
Modifications of Contract: It is agreed that there is no other contract in force between Purchaser and Vendor with respect to the subject matter hereof and no alteration shall be binding unless agreed to in writing by Vendor. Failure of Vendor to exercise any right or remedy hereunder shall not be deemed a waiver of such right, nor shall any lien or other right of Vendor be lost or impaired by laches. The Purchaser acknowledges that it has not relied upon any promise, statement or representation by or on behalf of Vendor which is not set out in the contract and waives any right of action which it might otherwise have in respect of such representation, its sole remedy being for breach of contract.
Limitation of Liability: Under no event shall Vendor be liable for special, incidental, collateral, indirect or consequential damages or lost profits. Nothing in these Conditions shall limit or exclude Vendor's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) defective products under the Consumer Protection Act 1987; or (e) any matter in respect of which it would be unlawful for Vendor to exclude or restrict liability.
Choice of Law: It is expressly agreed and understood that this agreement shall be governed and interpreted under the laws of England and Wales. Purchaser submits to the exclusive jurisdiction of the English courts in respect of any dispute arising under this agreement.
Third Party Rights: A person who is not a party to this agreement shall have no rights under or in connection with it.
Severance: If any court or competent authority finds that any provision of the agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the agreement shall not be affected. If any invalid, unenforceable or illegal provision of the agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.