1. Customers will be sold on open account up to the assigned credit limit, provided the account is current and paid within terms.
2. Closing date is the last day of the month.
3. Standard terms are NET 30. Under these terms, an invoice is due 30 days from the invoice date.
4. Any balance from the previous month or before which remains unpaid at the time of closing will be assessed a 1.5% per month service charge.
5. If an account becomes 60 or more days past due, it is subject to being placed on credit hold. No orders will be shipped or new orders accepted until the past due balance is paid.
6. If an account becomes 90 or more days past due, it is subject to being placed for collection. All costs of collection are the responsibility of the debtor.
7. Communication from the customer on the status of their account and anticipated payment is helpful and appreciated.
8. Please review your invoice and notify us immediately of any perceived problems.
9. Authorization must be obtained in advance on all returns. A packing slip or invoice number must accompany the merchandise.
10. Your account will be charged sales tax until a valid sales tax exemption certificate is received. To insure proper billing on tax exempt jobs, please make sure we have on file a copy of the tax exemption for that job. This should be done before any shipments are made against the job. Please fax to 440-684-0656.
11. All warranties for products and services provided are solely those of the original manufacturer.
12. Hughes-Primeau Controls is not responsible for any direct, indirect or consequential damages to any person, party or property resulting from product failure or misapplication.
13. The agreed upon venue , in the event of any dispute whatsoever between the parties, whether instituted by either party, including, but not limited to, contract terms, payment terms, delivery, and delivery, type, defects, or sufficiency of product, shall be The Court of Common Pleas, Lake County, Ohio.
14. This agreement shall be governed by and construed under the laws of the State of Ohio.
15. Any and all changes to this document and/or terms contained within must be expressly stated by applicant to the company and approved by the President.
16. Errors and Omissions- Hughes-Primeau Controls, Inc. reserves the right to correct any errors, mistakes, omissions, improper pricing or other incorrect information. Both parties agree that should these corrections materially effect the terms and conditions of the quote, bid, contract, or sale, either party may cancel the quote, bid, contract, or sale by giving the other party five (5) days written notice.
17. Any term or condition of Buyer's order which is in any way additional to or different from these terms and conditions (except additional provisions specifying quantity and shipping or billing instructions) are specifically objected to and shall not be applicable hereto or binding upon Seller. Any specific objection by Buyer to the terms stated herein must be communicated to Seller in writing prior to Seller's approval of a purchase order. Buyer's retention of any goods shall be deemed acceptance of these terms and conditions herein.
18. ACCEPTANCE - All price and delivery quotations automatically expire thirty (30) days from the date thereof and in the meantime may be changed or withdrawn at any time. No contract shall be created between Seller and Buyer until a purchase order is approved in writing by Seller.
19. SHIPPING DATES - Shipment dates are approximate ONLY and are estimated from the date of receipt of Buyer's order with complete manufacturing information or from the date of approval of drawings, when required. Seller shall not be liable for any loss or damage for delay or non-delivery due to the acts of civil or military authority, acts of Buyer or by reason of any force majeure, which shall be deemed to mean all other causes whatsoever not reasonably within the control of Seller, including, but not limited to acts of God, war, riot or insurrection, blockades, embargoes, sabotage, epidemics, fires, strikes, labor disputes, lockouts or other industrial disturbances, delays of carriers, and inability to secure materials, labor or manufacturing facilities. Any delay resulting from any such cause shall extend shipping dates correspondingly.
20. Seller shall in no event be liable for any special, indirect or consequential damages arising from delay or non-delivery irrespective of the reason therefore, and receipt by Buyer shall constitute acceptance of goods and waiver of any claims due to delay.
21. DRAWINGS - If proposal drawings are submitted with Seller's quotation, they are submitted only to show the general style, arrangement and approximate dimensions of the goods offered. No work is to be based on proposal drawings. Dimensional drawings certified by Seller will be furnished, when required.
22. TITLE - Unless otherwise agreed in writing, the items listed on the invoice shall be delivered F.O.B. place of manufacture and title, possession and risk of loss or damage to the items listed on the invoice passes to Buyer upon delivery to the carrier.
23. FREIGHT - Terms are prepaid and add.
24. TAXES - Buyer shall pay to Seller in addition to the purchase price the amount of all fees, duties, licenses and all Sales, Use, Privilege, Occupation, Excise, or other taxes, Federal, State, Local or Foreign which Seller is required to pay or collect in connection with furnishing goods or services to Buyer.
25. PAYMENTS - Should Buyer order goods on credit, Buyer represents by its act of ordering the same that Buyer is solvent and fully able to pay for the same. Terms for such charges are net 30 days, payable in U.S. currency. If Seller places a delinquent account with an attorney or agency, Buyer shall pay, in addition to the amount collected, Seller's reasonable attorney's fees or agent's fees as the case may be. Pro rata payments shall be made for partial shipments. If delivery is prevented or performance of work is postponed at Buyer's request, then all dates of payment related to delivery shall relate instead to the date of completion of manufacture. Letters of credit or other credit instruments established to provide payments for the goods specified in a proposal shall make provision for payment as set forth above where delivery is prevented or postponed under such circumstances. Storage of such goods will be at Buyer's expense and risk. When, in the opinion of Seller, the financial condition of the Buyer renders it appropriate, Seller may require cash payment or satisfactory security before each shipment.
26. SUSPENSION - If Seller's performance of the work is delayed for a period of more than six (6) months either by reason of any cause set forth in paragraph 2, above, upon removal of the cause of any such delay, performance shall be resumed, delivery will be rescheduled, and the purchase price shall be subject to any price increase in effect at the time of resumption of performance. If Buyer is unwilling to accept the adjusted price and projected delivery date, he may terminate his order as provided in paragraph 9, below.
27. TERMINATION - Buyer may terminate order only upon thirty (30) days written notice to Seller. In such event, Buyer shall pay to Seller reasonable charges, including, but not limited to a quantity price adjustment for any goods delivered, and all other costs incurred and committed, and pro rated profit thereon.
28. SALES FOR EXPORT - In the case of sales for export, all sales shall be subject to all required Governmental licenses and authorizations. Buyer or Seller, which ever is the proper party under the applicable statute or regulation, shall be responsible for procuring (as well as arranging for extension of) such export, import or other licenses or authorizations as may be required. If written notification of the granting or extension of such licenses or authorizations is not received by Seller at least thirty (30) days prior to the scheduled date of shipment (or any partial shipment), the parties shall consult together to arrive at a mutually satisfactory solution to any problems arising from the absence of such licenses or authorizations. In the absence of agreement between the parties, Seller may require sufficient payments from time to time to equal the percentage of completion of the production schedule of the goods. If Buyer fails to comply with the payment terms as changed, Seller may at its option treat any such failure as a termination of the order placed hereunder and Buyer shall thereupon pay to Seller reasonable cancellation charges, as provided in paragraph 9, above. Buyer warrants that it will not re-export the goods or any technical information to any country to which export is prohibited by pertinent laws and regulations of the United States of America.
29. CHANGES - Seller reserves the right to change or modify the design and construction of goods of its own design.
30. WARRANTY - LIMITATION OF REMEDY AND LIABILITY AND WAIVER -THE FOLLOWING IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITH LIMITATION, THE EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS, OR FITNESS OF PURPOSE, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY EXCLUDED. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE FACE HEREOF.
31. Seller, except as otherwise hereinafter provided, warrants goods of its own manufacture against faulty workmanship or the use of defective materials, under normal use and service, and that such goods will conform to mutually agreed upon written specifications, drawings, and other descriptions for a period of one year after the date of shipment. Seller warrants that at the time of delivery, Seller has title to the goods free and clear of any and all liens and encumbrances. This warranty is the only warranty made by Seller and can be amended only by a written instrument signed by an officer of Seller.
32. Buyer's exclusive remedy for breaches of warranty shall be Seller's obligation to repair or replace the goods. Except as otherwise provided in this paragraph, in no event shall Seller be liable for any indirect, special, incidental or consequential damages (where denominated in contract, tort, strict liability in tort, negligence or other theories), or for loss of use, lost profits or revenue, interest, lost goodwill, work stoppage, impairment of other goods, increased expenses of operations, or the cost of purchasing replacement services or goods, which otherwise might be recoverable by Buyer pursuant to this Agreement or because of the use of goods provided under this Agreement. In no event shall Seller's total liability exceed face amount of this Agreement.
33. Buyer hereby warrants and represents that Buyer has knowledge and experience in financial and business matters that enable Buyer to evaluate the merits and risks of a transaction, and Buyer is not in a significantly disparate bargaining position and Buyer hereby waives the provisions of the Texas deceptive trade practices consumer protection act and any like or successor statute.
34. MODIFICATION - Upon acceptance in writing of Buyer's purchase order, the terms stated herein constitute the entire agreement between the parties relating to the sale of the goods described in Seller's attached quotation and no addition to or modification of any provision of the quotation shall be binding upon Seller unless made in writing and signed by a duly authorized representative of Seller.
35. SECURITY INTEREST - Without waiving any rights to elect to proceed under applicable lien laws, HPC reserves a security interest in the equipment and parts furnished by it pursuant to the Contract. By accepting delivery of the equipment or parts. Purchaser grants to HPC a security interest in such equipment and parts to secure the full and prompt payment for such equipment and parts until the agreed price (including any notes therefore) for such equipment and parts has been fully paid in cash. In the event of default in payment, HPC shall have all rights of repossession and other rights available to a secured party under the laws applicable hereto. The Purchaser agrees that no part of the equipment or parts furnished under the proposal shall be considered a fixture or a part of any realty by reason of its being attached to real estate, and any equipment or parts may execute and deliver to HPC (and Purchaser hereby irrevocably constitutes and appoints HPC as its attorney-in-fact to execute, deliver and file with the appropriate filing office or offices on Purchasers behalf) all assignments, financing statements and other documents which HPC may require to evidence or perfect such security interest in accordance with applicable laws.
36. DEFAULT BY PURCHASER - In the event that the Purchaser becomes insolvent, becomes the subject of any bankruptcy proceedings or defaults in the performance of any term or condition of the Contract, the entire unpaid portion of the purchase price shall, without notice or demand, become immediately due and payable. In any such event HPC at its option, without notice or demand, shall be entitled (1) to sue for said balance of the purchase price and for reasonable attorneys' fees plus out-of-pocket expenses and interest. (2) to enter any place where said equipment or parts are located and to take immediate possession of and remove payments previously made as compensation for the use of said equipment or parts with or without legal process ;(3 )to retain all payments previously made as compensation for the use of said equipment or parts. (4) to resell said equipment at public or private sale without notice or demand for and on behalf of the Purchaser and (5) to apply the net proceeds from such sale (after deduction from the sale price of all expenses of such sale and all expenses of retaking possession, repairs necessary to put said equipment in salable condition, storage charges, taxes, liens, collection and attorneys' charges and all other expenses in connection therewith) to the balance then due to HPC for said equipment and parts and to receive from the Purchaser the deficiency between such net proceeds of sale and such balance. The Purchaser hereby waives all trespass, damage and claims resulting from any such entry, repossession, removal, retention, repair, altercation and sale. The remedies provided in this paragraph are in addition to and not in limitation of any other available remedy or remedies of HPC, and each and every other such remedy shall be cumulative and shall be in addition to every other remedy under the Contract or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver thereof, but such right or power may be exercised from time to time and as of ten as may be deemed expedient.
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