TERMS & CONDITIONS OF SALE
Terms & Conditions Of Sale
PurePak Technology Corporation
Gilbert, AZ 480-926-0022
When used herein, The “Company” shall mean PurePak Technology.
1. Order Acceptance
Sales of the products covered hereunder are expressly conditioned upon buyer’s assent to the terms and conditions as set forth herein. If the terms and conditions in the buyer’s order are inconsistent with the terms and conditions contained herein, seller’s acknowledgment of said order shall not be construed as assent to any such terms in buyer’s order but shall instead constitute a counter offer, and buyer shall be deemed to have accepted such counter-offer and the terms and conditions set forth herein unless it notifies the Company to the contrary in writing within five days after receiving the Company’s acknowledgment. No addition to or modification of the terms and conditions set forth herein shall be binding upon the Company unless specifically agreed to by the Company in writing. Printed material on the buyer’s forms shall not constitute a sufficient writing to modify this document.
Stenographical and clerical errors are subject to correction by Company.
Proprietary parts prices are listed in the Company proprietary parts catalog, and are effective as of the date on the cover of the catalog. All prices are, however, subject to the limitations in Paragraph 2 above. An order will be billed at the price that is in effect on the day such order is received by the Company. However, the Company will not honor prices on forward orders more than 30 days forward from the date of an announcement by the Company of a price change. Prices are payable only in U.S. funds.
4. Order Cancellation
The buyer may cancel or delay deliveries only upon the condition that the buyer assume immediate liability for all costs or expenses incurred by the Company to such date, including all materials purchased, commitments made by the Company, tooling performed on behalf of the buyer, and the contract value of parts completed. Such charges are payable by the buyer immediately upon demand by the Company.
5. Deliveries and Delivery Quantities
All custom parts quotations are based on buyer’s accepting overrun or under run on each individual item not exceeding 10% of the quantity ordered. Where closer control of quantity is required, special arrangements must be made.
All Products are FOB Company’s shipping locations. Unless otherwise requested in writing by buyer, company shall select the carrier. Risk of loss passes to the buyer upon delivery to the carrier. The buyer must file any claim for damage in transit with the carrier. The Company assumes no responsibility to insure shipments unless requested in writing to do so, at buyer’s expense, by buyer.
The Company will make all reasonable efforts to adhere to the shipping or delivery dates furnished by the buyer. However, the Company shall not be liable for any damages, loss or expense of the buyer for failure to comply with any shipping or delivery dates for any reason whatsoever. Any claims for shortage must be made to the Company, in writing, within 15 days from the date of delivery to the buyer. Partial shipments of products covered hereunder may be made. The Company reserves the right to apportion its products among its customers in its sole discretion.
Inspection by the Company is performed in accordance with the Company’s procedures and specifications.
7. Packaging and packing
Standard methods selected by the Company will be used unless otherwise specified.
8. Damage or Loss Claims
Notification of defective materials must be made in writing within 30 days of delivery. Parts may not be returned for credit without advance, written, specific authorization from the Company.
The Company’s credit terms are net 30 days for buyers meeting the company’s credit criteria. The Company reserves the right, upon any change in buyers’ financial ability as determined at the Company’s sole discretion, to refuse shipping or delivery of products, except for cash payment in advance. In the event of a failure by buyer to make payments as required by this agreement, the buyer shall pay interest at the rate of 1-1/2% per month on the unpaid balance, together with the costs of collection and attorney’s fees, all without relief from valuation and appraisement laws. The Company shall retain a security interest in all products delivered to the buyer under this agreement until payment in full therefore is received by the Company as provided herein.
The use of parts by the Company for any purpose is solely at the discretion and responsibility of the buyer and/or user. Proprietary part samples are available from the Company for evaluation and testing purposes prior to production.
It is not the intention of the Company to manufacture any product which is an infringement of a patented article. When parts are made by the Company to prints, samples, or specifications furnished by the buyer, it is agreed that the buyer will defend and hold harmless the Company from any and all expenses involved in any claims for damages from infringements of patent rights by the
use or sale of parts made by the Company either as parts or units of complete entities. No license or other rights under patents owned or controlled by or licensed to the Company are granted to buyer or implied by the sale of products hereunder.
The Company warrants to the buyer that the products covered hereunder shall be free, under normal use, maintenance and service, from defects in material and workmanship for a period of thirty days from delivery. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN , ORAL, EXPRESS, IMPLIED OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. If within 30 days from the date of delivery the buyer at its own expense returns the products or parts thereof to the Company’s place of business noted above for inspection, together with a written claim hereunder, and the Company determines that such products or parts do not meet the warranties specified above, the Company shall correct any defect by making available at the Company’s place of business, a repair or replacement part at the Company’s discretion. Any claim by buyer with reference to products sold hereunder is deemed waived if not made in writing within such 30 day period. No reimbursement, allowances or credits will be made for any returned parts unless specifically authorized by the Company. The liability of the Company to the buyer (except as to title) arising out of the supplying of products or their use, whether such liability will be asserted on warranty, contract, tort, negligence, strict liability or any other basis, shall not in any case exceed the cost of correcting defects or replacing the products or parts thereof and upon expiration of the warranty provided herein, all such liability shall terminate. The Company shall have no liability hereunder to the buyer for products which have been altered, abused or unused by the buyer, or which are not in their original condition as at shipment. It is understood and agreed, that this sale is made expressly subject to this agreement, and that the foregoing shall constitute the sole remedy of the buyer and the sole liability of the Company. The Company’s liability on any claim of any kind or any loss or damages arising out of connection with, or resulting from this agreement, or from the performance or breach thereof , or from the manufacture, sale, delivery, resale, repair or use of any products covered by or furnished under this agreement, shall in no case exceed the price allocable to the products or parts thereof which give rise to the claim. In no event shall the Company be liable for incidental, special or consequential damages. No warranties are made to those defined as consumers under the Magnuson-Moss Warranty Federal Trade Commission Improvement Act. Buyer agrees not to sue the company or to join the Company as a defendant in any capacity in any lawsuit brought by third persons, or any claim or theory that the Company was negligent or breached any warranty or supplied defective products or for strict liability. Buyer further agrees to indemnify and hold harmless the Company from any costs, expenses (including attorney’s fees) or losses suffered by the company as a result of any such suit by the buyer or joiner of the company in any such third party suit.