FLOW-TURN Inc.
Standard Terms and Conditions of Sale
THESE STANDARD TERMS AND CONDITIONS APPLY TO ALL OUR ORDERS RECEIVED FROM OUR CUSTOMERS.
1. Order Acceptance
Flow-Turn Inc. (“Flow-Turn”) has the authority to stipulate enclosed terms or conditions. These conditions can be varied in writing only. If the stated Purchaser Order is inconsistent with these conditions, Flow-Turn’s acceptance of the Purchaser’s order shall constitute a counter offer, and the Purchaser shall be deemed to have accepted these conditions unless Flow-Turn is notified of the contrary in writing within five (5) business days after receiving Flow-Turn’s acceptance. All typographical and clerical errors are subject to correction.
2. Cancellation and Change
Orders accepted by Flow-Turn Inc are not subject to cancellations or change except upon conditions acceptable to Flow-Turn. No change order shall be effective unless expressed in writing and signed by both the Purchaser and Flow-Turn.
3. Payment and Taxes
All prices quoted and all payments are to be made in US funds. If shipment is delayed by the Purchaser, equipment will be invoiced upon completion of manufacture and payment will become due according to invoice. Unless otherwise specified, terms of payment are FOB Flow-Turn’s shipping point, 30 days net from date of invoice. If Purchaser seeks to reject all or any portion of a shipment from Flow-Turn for any nonconformity whatsoever, such rejection must be made in writing to Flow-Turn, within ten (10) days of receipt of such shipment by Purchaser or the shipment will irrevocably be deemed accepted by Purchaser. Sales, use, excise, or other taxes arising out of or related to this order are not included in the price except as otherwise specifically stated and all such taxes are the responsibility of the Purchaser. A finance charge of 1½% per month which is an annual percentage rate of 18% may be charged on all past due accounts. Purchaser agrees that all suits arising out of, or concerning this agreement or order, by or against Flow-Turn shall be filed exclusively in the Circuit Court of Union County, State of New Jersey. Purchaser consents and agrees to the exclusive jurisdiction of such court. If any suit is filed by Flow-Turn to enforce Purchaser obligations under this agreement, Purchaser agrees to pay Flow-Turn’s reasonable attorney’s fee, court costs, disbursements, or other similar costs of collection.
4. Warranty
Flow-Turn warrants the products of its manufacture to be free from defective material or workmanship for a period of one (1) year from the date of shipment from the factory, when given normal and proper usage and while owned by the original Purchaser from Flow-Turn. The Purchaser shall notify Flow-Turn immediately of any defective conveyor or parts thereof. Parts shall be returned to Flow-Turn at Flow-Turn’s expense. Upon inspection Flow-Turn will replace the defective parts and return to the Purchaser. In case of a complete wrong conveyor curve Flow-Turn will replace the unit at no cost to Purchaser. Flow-Turn will not be responsible for labor or material at the site of Purchaser. PURCHASER’S SOLE REMEDY UNDER THIS WARRANTY SHALL BE SUCH REPAIR OR REPLACEMENT OF ANY DEFECTIVE CURVE OR PARTS WITHIN THE WARRANTY PERIOD. FLOW-TURN SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OF PURCHASER. Flow-Turn shall in no event be held liable for damage or delay caused by defective equipment or parts and will not accept any charges for work performed by Purchaser in making adjustments or repairs to the equipment unless such work has been authorized in writing by Flow-Turn. Any equipment or component not of Flow-Turn’s own manufacture is sold under warranty of such manufacturer and will be warranted by Flow-Turn. Any modification or alternation of the equipment or any substitution or addition of components not furnished or authorized by Flow-Turn shall at the option of Flow-Turn void this limited express warranty. FLOW-TURN MAKES NO OTHER WARRANTY OF ANY KIND WHATEVER EXPRESS OR IMPLIED AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEED THE OBLIGATIONS STATED ABOVE ARE HEREBY DISCLAIMED. No representation or warranty is made with the respect to compliance with the requirements of the Occupational Safety and Health Act.
5. Responsibility
Flow-Turn shall not be liable for loss, damage, detention, delay or failure to deliver resulting from causes beyond its reasonable control, including without limitation, fire, flood, strike, insurrection, war, embargoes, riot, car or truck shortages, wrecks or delays in transportation, inability of Flow-Turn to obtain supplies of raw materials or requirements or regulations of any civil or military authority. Receipt of the equipment by the Purchaser upon delivery shall constitute a waiver of all claims for loss or damage due to delay. Flow-Turn shall not be liable for indirect or consequential damages under any circumstances, including without limitation, losses or expenses arising in the connection with the use of or inability to use its equipment for any purpose whatsoever. Purchaser agrees to indemnify and hold Flow-Turn harmless of all claims, demands, suits, judgments, or damages of any nature whatsoever related or pertaining to the sale, distribution or use of Flow-Turn’s Products by any person, corporations or business, whether or not such claims, demands, suits, judgments or damages were caused in whole or in part by Flow-Turn’s negligence or by Flow-Turn’s product.
6. Title
The Title of the products or equipment covered by this proposal shall remain with Flow-Turn until all payments shall have been made in full to Flow-Turn and the Purchaser agrees to all acts necessary to perfect and assure retention of title to the equipment for Flow-Turn.
7. General
Every indemnification of Flow-Turn hereunder shall extend to each to the directors, officers and agents of Flow-Turn. All contracts shall be governed by New Jersey Law.