1. PRICE AND PAYMENT TERMS
(a) All prices are FOB Seller’s shipping point.
(b) Subject to the approval of Seller’s credit department, payments shall be due net thirty (30) days from invoice date.
(c) Buyer shall be charged interest at the rate of one and one-half percent (1-1/2%) per month from invoice date on any past due payments.
(d) Seller shall have the right to either terminate the agreement or suspend further performance under this and/or any other agreements with Buyer in the event Buyer fails to
make any payment when due. In the event of non-payment by Buyer, Buyer shall be liable for all costs of collection, including attorneys’ fees.
(e) Buyer shall be responsible for insurance, freight and all other charges in connection with shipping the goods to Buyer; except that Seller will prepay freight within the
continental United States for orders exceeding $1,500.00 per shipment. Choice of methods and routes of shipment shall be at the option of Seller. Buyer may request shipping by
a particular method or route provided that if Seller agrees to such shipment, Buyer shall be responsible for the cost of any premium rate shipping.
(f) The minimum net invoice amount on any order shall be $50.00. Orders for less than $50.00 will be subject to an additional service charge.
(g) Prepaid & add motor freight orders will be accepted subject to a processing fee.
(h) Prices, terms and conditions are subject to change without notice.
(i) Prices on factory shipments from offshore manufacturers are subject to change due to:
1) any increase in the import duty by the U.S. government, or
2) monetary changes from the date of contract.
Any and all federal, state and city taxes including taxes on manufacture, sales, use, purchase and delivery of the goods will be the responsibility of the Buyer. In the event Seller is
required to pay any such tax, fee or charge, the tax, fee, or charge will be added to the invoice as a separate charge and Buyer will reimburse Seller for the payment.
While Seller will use reasonable commercial diligence to meet scheduled shipment dates, all shipping dates are approximate. Seller reserves the right to make partial shipments.
4. LIMITED WARRANTY
Subject to the limitations of paragraph 5, Seller warrants that the goods will be free from defects in material and workmanship under normal use, service and maintenance for a
period of ninety days from the date of shipment to Buyer. Buyer must report to Seller in writing within this period any claimed defects in material and workmanship; and if the
goods are found to be defective by the Seller, Seller will replace the goods FOB Seller’s shipping point. THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH
RESPECT TO THE GOODS AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING
BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATION OF LIABILITY
SELLER’S LIABILITY SHALL BE LIMITED TO THE PRICE PAID BY BUYER TO SELLER FOR THE GOODS OR TO REPLACEMENT OF THE GOODS, AND BUYER SHALL BE ENTITLED TO
NO OTHER REMEDY, REGARDLESS OF THE FORM OF CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE). IN NO
EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES
CAUSED BY DELAYS IN PERFORMANCE.
6. PERFORMANCE AND DELAYS
(a) Seller shall not be liable for any failure or delay in performance if such failure or delay is caused by circumstances beyond the control of Seller, including, without limitation,
failures or delays resulting from fines, accidents, labor stoppages, war, civil insurrection, terroristic act, inability to secure materials or labor, government acts or regulations, or
acts of God. Any such circumstances shall extend the time for delivery of the goods and shall not relieve Buyer of its obligation to accept remaining deliveries.
(b) If delays in shipment caused by Buyer exceed 60 days in the aggregate, the entire purchase price shall become due and payable to Seller on demand.
7. RISK OF LOSS
Buyer will assume all risk of loss after delivery of the goods to the carrier, FOB Seller’s shipping point.
Buyer agrees that it is not relying upon Seller’s skill or judgement regarding the goods. Buyer agrees that it is solely responsible for the design and specifications of the goods,
including without limitation, the determination of the suitability of the goods for Buyer’s application.
9. CANCELLATION AND RETURNED GOODS
(a) Orders may not be cancelled or revised, in whole or in part, without written approval of Seller.
(b) No goods will be accepted for return without prior written authorization by Seller. Freight must be prepaid on all returns, and credit will be issued only after the goods are
inspected and accepted by Seller as being in resalable condition. Each return shall be subject to a minimum 20% handling restocking fee.
(c) No returns will be accepted later than sixty (60) days from shipment date.
(d) Special goods made-to-order for Buyer including, but not limited to, attachment chain and cut-to-length chain, are non-returnable and non-cancelable.
Buyer may request changes in the design or construction of the goods consistent with Seller’s specifications and criteria. If Seller agrees to such changes, Buyer will be
responsible for any additional expenses arising therefrom.
Buyer agrees to indemnify Seller and hold Seller harmless from any loss, liability, or expense, including reasonable attorneys’ fees and cost of suit, with respect to any claim
asserted by a third party against the Buyer or the Seller with regard to the Buyer’s use or sale of the goods.
12.TOOLING AND DRAWING
Seller’s tooling and drawings shall be the sole and exclusive property of Seller.
These terms and conditions constitute the entire agreement between Seller and Buyer, and supersede all other communications, negotiations and prior oral or written
statements. No modification of this agreement shall be binding upon Seller unless made in writing and signed by the Seller. No failure by the Seller to take any action or assert a
right or remedy with regard to a breach or default, and no course of dealing, shall be deemed to be a continuing waiver or any other right or remedy. The validity, performance
and interpretation of this agreement shall be governed by the law of the State of New Jersey.
* Safety precautions should be followed when connecting or disconnecting chain.
¶ Always lock out machinery power switch before attempting removal or installation of chain.
· Wear eye and face protection when grinding, driving or disassembling pins.
¸ Always wear gloves, protective clothing and safety shoes with steel toe when working with heavy chain.
¹ Make absolutely sure that chain is properly supported to prevent uncontrolled movement of chain and parts.
º Chain pressers and breaking tools are recommended and should be in good working order and used according
» Do not attempt to connect, disconnect or alter chain unless you are aware of the chain construction, including
pin/rivet removal and the correct use of connecting links.