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Conditions Of Sale For
Universal Tube & Rollform Equipment Corporation and/or
Universal Controls Group
Supplementary Terms and
Conditions of Sale
DISCLAIMERS: ALL EQUIPMENT IS SOLD "AS
IS-WHERE IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. ALL EQUIPMENT SOLD IS
USED. Buyer affirms that it has not relied upon Seller's
skill or judgment to select or furnish goods for any
particular use or purpose. SELLER SHALL NOT, UNDER ANY
CIRCUMSTANCES, BE LIABLE OR RESPONSIBLE FOR ANY INCIDENTAL
OR CONSEQUENTIAL DAMAGES, AND A RECOVERY AGAINST SELLER, IF
ANY, SHALL NOT EXCEED THE PURCHASE PRICE HEREUNDER AND BE
PAID AFTER BUYER RETURNS THE GOODS, WITH THE COST OF
SHIPPING PAID BY BUYER, TO SELLER IN THE SAME CONDITION AS
WHEN SHIPPED.
All equipment sold is listed on the
attached invoice. Accessory or electrical equipment, tools,
dies, etc., are not included unless specifically listed
herein and, given the difficulties and inconvenience in
attempting to establish the loss, any claim for damages by
Buyer for failure to deliver such items shall not exceed the
lesser of $1,000.00 or .01% of the agreed upon purchase
price.
BUYER ASSUMPTION OF RISK AND
INDEMNIFICATION OF SELLER: Buyer assumes all risk and
liability for loss, damage and/or injury to persons or
property of Buyer or others arising out of the use or
possession of any goods sold hereunder, and agrees to
forever indemnify and hold Seller harmless from any and all
costs, expenses and/or damages resulting thereby. Buyer
hereby waives, releases, and discharges any and all claims
(with the exception of claims for breach of this agreement)
of any and every kind (including but not limited to injury
or death of any person or damage to property), which it may
have at any time against Seller, it's agents or employees,
by reason of or arising out of any condition or defect of
the goods sold hereunder, including but not limited to any
claims of negligence of Seller, improper design,
specifications, or manufacturing defect of goods sold
hereunder. Buyer further covenants to indemnify and hold
harmless Seller, it's agents and employees of, from, and
against any and all loss, damage, expense, claims, suits,
costs of defense, including attorney's fees or liability
which Seller or any of its employees may sustain or incur at
any time for or by reason of any injury to or death of any
person or persons or damage to any property, arising out of
any condition or defect of the goods sold hereunder,
including but not limited to claimed improper design or
manufacturing defect or other defect of the goods sold
hereunder, or any claimed inadequate or insufficient
safeguards or safety devices, or warning.
ENTIRE AGREEMENT: This document, and any
additional documents referenced on this agreement, represent
the entire agreement of the parties. All prior or
contemporaneous agreements, representations and
understandings with respect to this purchase of equipment
sold hereunder are merged herein. This agreement may only be
amended or modified by a writing signed by all parties.
RISK OF LOSS: Risk of loss shall pass to
Buyer at time of delivery of the goods to the carrier.
SHIPMENT: Shipping dates are
approximate. Unless otherwise stated, all equipment is sold
FCA Seller's Warehouse, and mode of shipment shall be at
Seller's discretion and judgment. Seller shall not be liable
for any loss, injury, damages, or expenses resulting from
any delay in shipment and/or delivery from any cause
whatsoever.
SPECIFICATIONS: Seller makes no
representations or warranties as to the accuracy of
specifications. Buyer agrees to independently verify all
original equipment/previous user specifications. Seller
reserves the right to re-rate any machine sold.
GOVERNMENTAL CHARGES: Buyer shall be
liable for all applicable sales and personal property taxes
and import or export duties, both foreign and domestic, and
acknowledges that same have not been included within any
amount paid to Seller.
TERMS: Payment is due in full prior to
shipping at Seller's place of business in Perrysburg, Ohio
payable in United States dollars. It is understood this is
an Invoice and acceptance of this Invoice shall constitute a
contract between the parties. It is further understood there
are no conditions or agreements outside of this Invoice.
Care is taken to give a reliable description but these are
not guaranteed, and prospective purchasers are advised to
check vital details. We reserve the right to correct
stenographic errors.
LIMITATIONS PERIOD: An action for breach
of this contract cannot be brought more than one year after
the accrual of the cause of action.
GOVERNING LAW: This contract shall be
construed under the laws of the State of Ohio. All terms
used herein shall be given the meanings as used in the
Uniform Commercial Code, and the rights of the parties shall
be in accordance with said Code, except where this contract
expressly provides to the contrary.
VENUE: The parties (a) irrevocably
submit to the jurisdiction of any Ohio or federal court
sitting in Wood County, Ohio, in any action arising out of
this agreement, (b) agree that all claims in any action may
be decided in either court, and (c) waive, to the fullest
extent that they may effectively do so, the defense of an
inconvenient forum. The parties also agree that a final
judgment in any such action shall be conclusive and may be
enforced in other jurisdictions by suit of the judgment or
in any other manner provided by law. |
