- Unless specifically noted in Seller’s quotation and/or Seller’s acknowledgment the Goods subject to this sale do not include, and Buyer assumes responsibility for: (1) guarding and/or safety equipment or devices used with the Goods or by Buyer’s employees or any third parties in handling or working with the Goods; or (2) manuals, placards or instructions as to the proper use and/or installation of the Goods.
- Any purchase order or other form of acceptance issued by Buyer in response to a quotation by Seller shall result in a contract for the purchase of the Goods at the price quoted in Seller’s quotation. The resulting contract shall include all of the terms set forth in the quotation (including these terms and conditions) and any of Seller’s subsequent documents signed by Seller (collectively, “Seller’s Terms”).
- 任何购买订单或类似文件签发Buyer other than in response to a quotation shall not result in a contract until Seller has accepted the order in writing. Any such acceptance will be conditional upon Buyer’s assent to these terms and conditions, as well as any other terms set forth in Seller’s acceptance document or other of Seller’s documents signed by Seller (collectively, “Seller’s Terms”), and no contract will arise if no such assent is given by Buyer.
- Seller reserves the right to withdraw or modify any and all quotations at any time prior to receipt of a written acceptance from Buyer. In the event that Seller issues more than one quotation pertaining to the same Goods, the quotation latest in time shall control and all prior quotations shall be deemed withdrawn. Withdrawal of any quotation shall not reinstate the terms of any prior quotation, however a subsequent quotation may modify a prior quotation, preserving the prior quotation to the extent specifically indicated on the face of the subsequent quotation form.
- Unless other terms of payment are specified in Seller’s quotation and/or other contract documents, payment shall be made in full at Seller’s main offices in Fairview, Pennsylvania, U.S.A., or at another point designated by Seller, within 30 days from the date of shipment. Buyer hereby agrees to make such payment in full without any deduction for claim of set-off or recoupment on account of this contract or any other contract or matter between the parties.
- 如果买方延迟货物，则支付应当到20天后从卖家通知买家已准备好发货。如果卖方的生产被买方推迟，部分付款将根据合同价格和延迟通知时完成百分比。如果购买者延迟支付超出其到期的日期，则可能在每月1 1/2％的税率下收取兴趣，或以适用的国家法律允许的最高利率，以较少者为准。
- Seller shall not be responsible to Buyer or any third party for any damages resulting from failure or delay in manufacturing or shipping due to any cause beyond the reasonable control of Seller, including, but not limited to, the requirements of any statute, act, ordinance, regulation, order or instruction of any governmental body; acts of God; acts of civil or military authority; fire; flood; strikes or other labor disputes; embargoes, war, riot or civil disturbance; delays in transportation; inability of Seller to obtain necessary labor; lack of utilities or utility service; unavailability of energy sources; or inability to obtain materials, supplies, components or other goods and/or services from third parties.
- If shipment by Seller is delayed or extended by Buyer, Buyer shall arrange for and notify Seller of the place or places to which Seller shall ship the Goods covered by the order, for warehousing or storage at Buyer’s expense. All risk of loss or damage to the Goods shall be borne by Buyer. If Buyer is unwilling or unable to promptly arrange for warehousing or storage facilities, Seller may do so instead of Buyer and at Buyer’s expense. Buyer hereby agrees to pay any and all storage charges so incurred. Storage services rendered by seller in any of seller’s facilities shall be charged at the rate of $3.00 dollars per square foot per month, and off-site storage arranged by Seller shall be charged at the rate invoiced Seller for such storage.
IN NO CASE, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY OR TORT (INCLUDING SELLER’S NEGLIGENCE OR STRICT LIABILITY) SHALL SELLER BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING CONSEQUENTIAL OR INCIDENTAL DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS OF SALES, PROFIT, REVENUE OR GOOD WILL; LOSS OF USE OF GOODS OR ANY ASSOCIATED EQUIPMENT OR MATERIAL; COST OF CAPITAL; COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES; DOWNTIME COSTS; ATTORNEYS’ FEES; OR LOSSES OR CLAIMS OF CUSTOMERS OF BUYER FOR SUCH DAMAGES. BUYER, BY ACCEPTING THE GOODS, HEREBY AGREES TO INDEMNIFY AND HOLD SELLER HARMLESS FORM ANY AND ALL SUCH DAMAGES.
买家同意捍卫,赔偿AND HOLD SELLER HARMLESS FROM ANY AND ALL CLAIMS, LIABILITY, DAMAGES OR EXPENSES DUE TO PERSONAL INJURIES OR DEATH TO THE EMPLOYEES OF SELLER OR BUYER OR TO THIRD PARTIES, AND FROM PROPERTY DAMAGE, TO THE EXTENT OF THE BREACH OF CONTRACT, BREACH OF WARRANTY OR NEGLIGENCE OF BUYER OR THE STRICT LIABILITY OF BUYER CAUSED BY THE ACTS OR OMISSIONS OF BUYER
- Seller shall have a minimum of four years from the date when payment is due from Buyer to Seller to bring any action against Buyer.
No information received by Seller from Buyer or its customers shall be deemed to be confidential or held in confidence by Seller unless disclosure is made to Seller pursuant to a Confidentiality Agreement executed by authorized representatives of Seller and the person making the disclosure prior to the making of the disclosure.
虽然在此处第10段，买方同意，在活动诉讼中由卖方制定，以恢复销售的任何商品，以执行任何这些条款和条件，或从以下买方收集任何金钱，损害或费用sum of money for the use or rental of the Goods, Buyer shall pay all actual costs of collection and reasonable attorneys’ fees incurred by Seller in such suit or suits. In the event that Buyer brings any action against Seller arising from the sale or use of Seller’s Goods and Buyer fails to prevail in such action, Buyer hereby agrees to reimburse Seller for any attorneys’ fees and costs related to such litigation.
Except as provided to the contrary hereunder, Seller or Buyer may assign any contract resulting from one or more quotations and/or acknowledgments, with the other party’s written consent, which shall not be unreasonably withheld. Any assignment of such contract by Buyer, if approved by Seller, shall not relieve Buyer of Buyer’s duties to Seller hereunder.
The validity, performance and all matters relating to the interpretation and effect of a contract resulting from any one or more quotations and/or acknowledgments shall be governed by the laws of the Commonwealth of Pennsylvania, U.S.A. Any litigation arising herefrom or relating hereto shall be brought and decided exclusively in the state or federal courts located in Erie County, Pennsylvania. Buyer and Seller hereby agree to submit to the personal jurisdiction of such courts for these matters.
Failure of Seller to require Buyer’s performance of any of these Terms and Conditions or waiver by Seller of any breach by Buyer of any of these Terms and Conditions shall not prevent subsequent enforcement of such term and/or condition, nor shall it be deemed a waiver of any subsequent breach thereof.
- Entire Agreement:
The terms of a quotation and/or acknowledgment (including any specifications or other documents incorporated by reference therein) and these Terms and Conditions will constitute the entire understanding and agreement between Buyer and Seller concerning the subject matter hereof. Any representation, promise, course of dealing or trade usage not contained herein will not be binding on either party. No modification, amendment, rescission, waiver or other change of any resulting agreement or any part thereof shall be binding upon Seller unless consented to in writing by Seller’s authorized representative in Fairview, Pennsylvania, U.S.A. If any term or condition set forth in a quotation and/or acknowledgment is declared null and void, the remaining terms and conditions shall nevertheless remain applicable.