Terms and Conditions of Sales
THE FOLLOWING TERMS AND CONDITIONS GOVERN THE RELATIONS OF BUYER AND SELLER
1. Acceptance of orders is based on the express condition that Sellers customer (Buyer) agrees to all the terms and conditions contained herein. These terms and conditions will govern unless Buyer notifies Seller of their unacceptability within five (5) days from the receipt of acknowledgement of the Buyer’s order. Buyer’s failure to object to these terms and conditions, or acceptance of delivery by Buyer will constitute Buyer’s assent to these terms and conditions. These terms and conditions represent the complete agreement of the parties, and no terms and conditions in any way adding to, modifying or otherwise changing them shall bind Seller unless made in writing by an officer of Seller. No modification of these terms and conditions shall be effected by Seller’s shipment of goods following receipt of Buyer’s purchase order or similar form containing printed terms and conditions conflicting with or inconsistent with or in addition to the terms and conditions contained herein.
2. All prices shall be ex-factory unless otherwise specified, and are subject to change without notice.
3. Seller shall not be liable for default in delivery or delays in shipment for any cause beyond its reasonable control, including, but not limited to; (a) fires, floods, or other casualties; (b) wars, riots, civil commotion, government regulations or martial law; (c) Seller’s inability to obtain necessary materials from its usual sources of supply; (d) shortage of cars, trucks or other transportation facilities or other delays in transit; (e) existing or future strikes or labor troubles affecting production or shipment, whether involving Seller’s employees or employees of others, regardless of the responsibility or fault on the parts of the employer; (f) other contingencies of manufacture or shipment.
4. All sales tax, gross receipts taxes and excises of any nature whatsoever now or hereafter levied by any government authority, whether federal, state or local, upon the sale of transportation of any goods sold hereunder shall be paid and borne by Buyer. Such taxes will be billed to the Buyer unless Buyer adequately demonstrates why such tax is not applicable to this sale.
5. Title to goods shall pass to Buyer upon delivery thereof to the carrier. Delivery of goods to the carrier shall constitute delivery thereof to Buyer and thereafter such goods shall be Buyer’s risk. Any claim by Buyer against Seller for shortage or damage occurring prior to delivery to the carrier must be made within five (5) days after receipt of goods.
6. All goods sold hereunder are warranted to be free from defects in material and workmanship for the periods indicated when sold to the first end user:
Sewing Head Assemblies (internal parts): one year
Sewing Parts, Contract Manufacturing Parts and other External Attachments: 90 days
Bag Sewing Systems (excluding the above items): 90 days from installation
THIS WARRANTY IS VOID IF THE GOODS PURCHASED HAVE BEEN DAMAGED BY ACCIDENT, IMPROPER USE, UNREASONABLE USE, NEGLECT, IMPROPER OIL, IMPROPER SERVICE OR OTHER CAUSES NOT ARISING FROM DEFECTS IN MATERIAL AND WORKMANSHIP. NO EMPLOYEE OR AGENT OF SELLER IS AUTHORIZED TO MAKE ANY PRODUCT WARRANTY OTHER THAN THE WARRANTY IN THIS PARAGRAPH.
THE FOREGOING WARRANTY IS IN LIEU OF AND EXPRESSLY EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OR LAW, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANT OR FITNESS FOR A PARTICULAR PURPOSE.
Seller shall not be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods sold hereunder, and Seller’s liability in any case is expressly limited to replacement (in the form originally shipped) or repair of goods not complying with this agreement, or, at Seller’s option, to the repayment of or crediting Buyer with an amount equal to the purchase price of such goods, whether claims are for breach or warranty or Seller’s negligence.
Any claims made by Buyer with reference to goods sold hereunder shall be deemed waived unless made by the Buyer in writing within thirty (30) days from the date the Buyer discovered, or should have discovered, any claimed breach of this warranty. Any goods claimed to be defective may be returned to Seller’s plant for inspection.
7. Seller reserves the right to require payment for the goods in advance, or satisfactory security, if the financial responsibility of Buyer becomes unsatisfactory to Seller. If Buyer fails to make payment in accordance with the terms of this agreement or any collateral agreement, or fails to comply with any provision hereof, Seller may at its option, an in addition to other remedies, cancel any unshipped portion of this order. Buyer to remain liable for all unpaid accounts.
8. Machines cannot be returned, and orders for machines, once accepted, cannot be cancelled without the prior written consent of Union Special. Any machines that are returned may be subject to a restocking charge.
9. Orders for special, non standard machines and orders for special, non standard parts, and any machine or part that is manufactured to the Buyer’s specifications, are accepted by Union Special at the sole risk of the Buyer, and cannot be cancelled under any circumstance. Such machines and parts cannot be returned for credit.
10. Standard parts can be returned, within 60 days of invoice date and if they are an active part, unused and in new condition. A RMA# and proof of purchase must accompany the return. Approval must be granted by Union Special, via RMA, for all returned parts. Any standard parts returned (except if defective) may be subject to a 20% restocking charge.
11. No assistance given to Buyer by Seller in the repair or operation of the goods sold hereunder shall constitute a waiver on the part of Seller of any of the terms and conditions contained herein.
12. All sales shall be deemed to be on the terms and conditions contained above except as said terms and conditions may be modified by a distributorship agreement in effect between the parties hereto.
13. The rights and obligations of Buyer and Seller shall be governed by the law of the State of Illinois, including the Illinois Uniform Commercial Code.