Conditions Of Sale For Universal Tube & Rollform Equipment
Corporation Used Machinery Sales.
Supplementary Terms and Conditions of
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.
ASSUMPTION OF RISK AND INDEMNIFICATION
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.
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.
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.
SAFETY: SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES AS TO THE SAFETY OF A MACHINE. WE DO NOT
INCLUDE ANY SAFETY DEVICES SUCH AS GUARDING, LIGHT CURTAINS,
EXTERNAL EMERGENCY STOPS OR ANY ENERGY STOPPING DEVICES.
IT IS THE SOLE RESPONSIBILITY OF THE CUSTOMER TO PROPERLY
SAFEGUARD ALL MACHINERY PURCHASED FROM UNIVERSAL TUBE &
ROLLFORM EQUIPMENT CORP., TO MEET YOUR LOCAL, STATE OR
FEDERAL SAFETY CODES AS WELL AS PROVIDING PROPER EMPLOYEE
TRAINING PRIOR TO OPERATING THE MACHINES.
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.
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. A CHECK-OUT FEE OF 3%
WILL BE CHARGED ON ALL INVOICES. IT WILL BE WAIVED IF PAID
IN CASH, COMPANY CHECK OR WIRE TRANSFER.
LIMITATIONS PERIOD: An action for breach of
this contract cannot be brought more than one year after the
accrual of the cause of action.
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 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.