The following Standard Sales Order Terms and Conditions (“Terms”) only apply to transactions that do not have a written agreement, duly executed by both parties (“Agreement’). If there is such an Agreement, then those terms shall be the terms that govern the transaction and relationship of the parties. In the absence of such an Agreement, duly executed by both parties, then these Terms provide you (“Purchaser”) with the guidelines and legal stipulations of your order (“Order”) with Hi-Vac Corporation (“Seller”) for the goods and/or services that are described on the face of the Order. By ordering and accepting the delivery of the goods or services from Seller, Purchaser agrees to and accepts these Terms and agrees that, unless there is a separate Agreement as provided above, these Terms shall control.
Governing Law and Jurisdiction:
The statutes and laws of the State of Ohio, without regard to the conflicts of law principles thereof, shall govern Purchaser’s Order and these Terms and all disputes and/or disagreements arising hereunder. Both parties agree and hereby submit to the exclusive jurisdiction and venue of the state or federal courts, in Washington County, Ohio, with respect to any and all disputes arising out of or relating to these Terms or any of the transactions contemplated hereby; and each party irrevocably submits to the jurisdiction of such court, waives any objection that it may now or hereafter have to the venue or convenience of such forum, and agrees that all such disputes shall be heard and determined in such court.
Payment and Shipping Terms:
- Domestic Transactions: Payment terms are net thirty (30) days from the date of an order. All payments will be made in US Dollars. If Purchaser is delinquent in the payment of any invoice, Seller may, in its discretion and without prejudice to its other rights, withhold shipment (including partial shipments) of any order and require Purchaser to prepay for further shipments until complete payment has been received. These payment terms apply to any order for any goods or services, including but not limited to, all finished goods, and all other invoicing by Seller or sales orders or quotes issued by Seller. Invoices over thirty (30) days past due will be assessed a monthly 1.5% finance charge. Purchaser shall be responsible for all costs related to the collection of past due unpaid amounts. Purchaser shall be responsible for paying any and all applicable taxes. Shipping terms are FOB shipping point.
- International Transactions: Seller shall not begin fabrication of ordered goods until one of the following has occurred: (i) Purchaser has provided full (100%) payment of all costs related to the Order, or (ii) Purchaser has provided Seller with a letter of credit covering all costs related to the Order, such letter of credit shall be determined acceptable or non-acceptable in the Seller’s sole and absolute discretion. Shipping terms are Incoterms 2015 CIF.
Standard Acceptance Clause:
Purchaser acknowledges and agrees that the Purchaser has 10 calendar days to inspect the goods from the earlier of (i) the time the goods have been picked up by Purchaser or their representative, and (ii) the time the goods have been delivered to the destination in the invoice or a place that the Purchaser typically receives goods from Seller. Purchaser must notify the Seller if the goods are being rejected as non-conforming goods by providing a Return of Goods Authorization form (“RGA”) received by Seller no later than 10 calendar days after receipt of goods as determined above and the RGA must include the invoice and transaction number, the goods that Purchaser believes are non-conforming and the details of why Purchaser asserts the goods are not conforming. Failure to notify Seller within 10 calendar days will be deemed acceptance of the goods and any subsequent product issue shall be controlled by the product warranty section of these Terms. If Seller allows the return of any goods after the 10 calendar day acceptance period, Purchaser shall pay a 15% restocking fee to Seller.
The warranty obligations of Seller for goods sold by Seller will in all respects conform and be limited to the warranty extended by the original component manufacturer of each specific part of such goods, if transferable. The sole remedy available to Purchaser on defects in such goods will be against such original component manufacturer under any applicable manufacturer’s warranty to the extent available to Purchaser. TO THE EXTENT THE MANUFACTURER WARRANTY IS NOT TRANSFERABLE TO PURCHASER, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE GOODS, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability:
To the extent allowed by applicable law, and except as provided for herein, in no event will Seller be liable for any indirect, incidental, special, consequential, liquidated, exemplary, punitive or similar damages including, but not limited to, lost profits, loss of data or business interruption losses. In no event will the total, aggregate liability of Seller under these Terms exceed the value of the amount paid by Purchaser for the goods associated with the liability that is claimed. The liability limitations shall apply even if Seller has been notified of the possibility or likelihood of such damages occurring and regardless of the form of action, whether in contract, negligence, strict liability, tort, products liability or otherwise. Any action by Purchaser against Seller must be commenced within one year after the cause of action has accrued. No employee or agent of Seller is authorized to make any warranty other than that which is specifically set forth herein. The provisions in any specification, brochure or chart issued by Seller are descriptive only and are not warranties. The Seller shall have right to elect to repair the goods purchased, replace them with an equivalent item or provide the Purchaser a refund. If Seller repairs, replaces or refunds the Purchaser, the Purchaser agrees that it is the Purchaser’s exclusive remedy under these Terms. The Seller shall not assume any liability for the loss or damage to the goods during the shipping and/or delivery process and Purchaser shall bear all risks of loss of, or damage to, the goods from the time the goods are delivered into the custody of a carrier for transportation. Seller shall make commercially reasonable efforts to meet delivery dates quoted or acknowledged. However, Seller shall not be liable for failure to meet delivery dates quoted or acknowledged. The parties agree that these limits of liability shall survive and continue in full force and effect despite any termination or expiration of these Terms or any Agreement between the parties.