The following terms and conditions apply to all quotations, invoices, agreements and transactions for the sale of goods, materials, labor and services provided by Seller (which is either Jack Rubin & Sons, Inc. or one if its related or affiliated companies, including, but not limited to, Arizona Wire Rope & Rigging, Inc., Rocky Mountain Wire Rope & Rigging, Inc., or Silver State Wire Rope & Rigging, Inc.)
- Any obligation on Seller’s part is expressly made conditional upon Buyer’s acceptance of these terms. These terms and conditions govern and control over any conflicting terms and conditions in Buyer’s purchase order or any other document or understanding.
- Any production figures quoted are approximate, based on the conditions as understood by dealer but actual figures may vary substantially depending on operating conditions. Hence, no such figures are guaranteed.
- Published prices and quoted prices, unless otherwise specified, are subject to change without notice. All orders are accepted with the understanding that the Seller reserves the right to adjust prices to the Seller’s prices prevailing at the time of shipment,
- Unless otherwise specified in writing, the purchase price for goods does not include delivery, shipping, transportation, setup, and installation charges, which will be paid by Buyer. All quotations and agreements, unless otherwise expressly stated, are for delivery f.o.b. point of manufacture. The acceptance of shipment by first carrier shall constitute a delivery to Buyer.
- In addition to the prices specified, the Buyer shall pay any taxes that apply to the sale, delivery, storage, consumption or transportation of goods sold. Such taxes are in addition to the purchase price of the material subject to an order. Since laws vary from state to state, Buyer is to remit the correct tax for its area.
- Monthly statements will be sent on request only.
- No discounts will be allowed after the discount period.
- No returns will be allowed without prior authorization.
- Unless otherwise provided, full payment is due 30 days after date of invoicing. Unless prohibited by law where this agreement is performed, the Buyer agrees to pay Seller one and one-half percent (1-1/2%) per month (18% PER ANNUM) carrying charge on the outstanding balance of all invoices past due. This carrying charge is in addition to and not in lieu of any other remedies Seller may have, provided, however, Seller reserves the right to require payment in advance of shipment.
- Deliveries are based on estimated manufacturing periods, which commence with receipt of all engineering and manufacturing information required by Seller. Seller shall not be liable to Buyer for any loss, injury, delay, damages or other casualty suffered or incurred by any other cause (such as strikes, slow downs, embargoes, riots, storms, fires, explosions, acts of God, war, acts of hostility, unavailability of raw materials, etc.), and any failure or delay by Seller in performance of any of its obligations under this agreement due to one or more of the foregoing causes shall not be considered as a breach of contract.
- For any goods not manufactured by the Seller, it will use its best efforts to obtain for Buyer any warranty provided by the manufacturer of the goods, if any. Seller does not guarantee or otherwise assure performance of the manufacturer’s warranty. Any claim on account of any such warranty will be made solely against the manufacturer. If there is no warranty provided by the manufacturer, then the goods are sold “as is”.
- For any goods fabricated or manufactured by Seller, it shall be liable only for cost of repair or replacement, at its option (f.o.b. point of
manufacture or on site, at its option). Such repair or replacement shall be the exclusive remedy of Buyer.
- Except as stated in this document, SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY.
- Buyer’s exclusive remedy and Seller’s limit of liability for any and all alleged losses or damages (including negligence, products liability, strict liability, or breach of contract) shall be no more than the purchase price of the particular good with respect to which losses or damages are claimed or blamed.
- In no event will Seller have any liability for any incidental or consequential damages, including, but not limited to, incidental or consequential damages for lost profits, lost sales or injury to persons or property.
- Buyer assumes all responsibility for use of the goods and for training the persons who will use the goods. Buyer will indemnify, defend and hold Seller harmless from any claim, demand, loss, liability, damage or expense arising in any way from use of the goods by Buyer or its employees, agents, contractors, assigns or successors.
- Buyer agrees to indemnify, defend and hold dealer harmless from any and all claims, demands, liability, losses, expenses, attorney’s fees, and other obligations incurred by Seller which arise out of Buyer’s acts or omissions with respect to any goods, materials or services provided by Seller or with respect to any other matter or transaction between the parties.
- Seller makes no representation whatsoever with regard to whether any goods comply with the Occupational Safety and Health Act (OSHA), the Americans with Disabilities Act (ADA), or any other federal, state or local statute, law, ordinance or ruling. Seller is not responsible for any use of the goods. Buyer will be responsible for safe use of all goods.
- The Buyer shall indemnify and save harmless Seller against all loss, liability and expense for actual or alleged infringement of any letters patent, trademarks or corresponding intellectual property rights relating to the manufacture and sale of products manufactured in accordance with patterns, designs or design information supplied by the Buyer.
- Products shall not be subject to acceptance or rejection on a basis of radiographic, magnetic particle, dye penetrant or any other testing unless
expressly stated in Seller’s quotation
- Seller shall have no responsibility or liability for errors in patterns and/or drawings furnished to it by the Buyer. Also, if seller provides any advice, drawings, plans or recommendations to Buyer, such information will be deemed to be given as an accommodation to Buyer, and Seller will have no responsibilities or liabilities whatsoever for the content or use of such advice, drawings, plans or recommendations.
- The Laws of the State of Seller’s business address shall govern all disputes arising out of or based upon the use of Seller’s products. Any action concerning this agreement or any good, material or service provided by Seller must be filed in the County where Seller is located.
- Any action against Seller based upon any liability or obligation must be commenced within one year after the cause of action arises or is waived.
- Buyer agrees in addition to pay any and all costs of collection, including reasonable attorney’s fees incurred by Seller in the collection of past due amounts.