PCF Sales Corporation TERMS AND CONDITIONS
- Sellers Terms and Conditions to Control; No material Alterations Permitted:
The following terms and conditions of sale are to be made a part of all quotations, contracts, or sales made by PCF Sales Corporation or its duly authorized representatives ("Seller"). Any proposal for additional or different terms by Buyer or any attempt by Buyer to vary, in any degree, any of the terms and conditions set forth herein shall not operate as a rejection of these terms and conditions, but shall be deemed an attempted material alteration thereof, and these terms and conditions of Seller shall be deemed accepted by Buyer without said additional or different terms. These terms and conditions constitute the terms and conditions upon which Seller offers to sell. If these terms and conditions should be construed as an acceptance of a prior offer by buyer to purchase, such acceptance of Seller is expressly conditioned on Buyer's assent to the terms and conditions set forth herein.
- Terms of payment: Terms of payment are to be as specified in the quotation. If terms of payment are not specifically stated to be otherwise, they are to be Net Cash against shipping documents.
- Prices: All prices are subject to change on written notice to Buyer at any time prior to shipment. Prices do not include any sales, use, excise, occupational, or other similar federal, state, or local taxes, which may apply to the sale. Any such taxes are buyers' responsibility. All prices are F.O.B. point of manufacture unless specifically stated otherwise in the quotation. Risk of loss shall pass to Buyer as soon as goods are deposited with the carrier for shipment. Stenographic and clerical errors are subject to correction by Seller.
- No Modification: No terms, conditions, or warranties other than those stated herein and no agreement or understanding, oral or written, in any way modifying these terms and conditions, whether contained in Buyer's purchase order or elsewhere, shall be binding on Seller unless hereafter made in writing and signed by one of its executive officers.
- Delivery: Time is not of the essence of this contract. Shipment commitments are based upon the best expectation of Seller's ability to fulfill the contract or order, but Seller is not responsible for damages or losses caused by delays in delivery due to any causes.
- Title: Until the entire purchase price has been paid in full, the property sold cannot be installed as part of buyer's real property. In the event Buyer fails to pay as agreed in the purchase contract, Seller shall have the right to immediate possession of the property, and to enter upon the Premises, where the property may be located and remove same. In the event of such repossession, buyer will pay to Seller Seller's reasonable costs and expense of repossession and removal.
- Cancellation: Any order can be canceled by Buyer upon written notice to Seller at least ten days prior to shipment upon payment of buyer of liquidated damages equaling 20% of the total purchase price of the order or contract, plus actual cost to Seller of labor, material, overhead, and subcontract or supplier costs.
- Exclusions and Options: Installation, erection or start-up assistance is not included unless specifically stated otherwise in the quotation. Supervisory assistance is available for installation, erection, or start-up at the Seller's standard rates, plus all travel and living expenses. Electrical fittings, wiring and electrical protection are not included unless specifically stated to be otherwise in the quotation. They are available at extra cost. Foundations and supporting structures are not supplied by Seller unless specifically stated in the quotation.
- Limited Warranty; Exclusions: Equipment Manufacturer warrants only to the original buyer that equipment, parts, and accessories manufactured by Equipment Manufacturer will be free from significant defects in material and workmanship for a period of twelve months from the date of shipment to buyer. Seller will repair or replace at its option any equipment, parts or accessories manufactured by it or parts thereof which prove to be defective because of inferior material or workmanship within a period of twelve months from date of shipment to Buyer. Malfunction or damage resulting from Buyer's improper installation, misuse, negligence, alteration, or from Buyer's failure to perform periodic inspections and maintenance, is excluded from this Warranty.
SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, APPLICABLE TO ANY EQUIPMENT, PARTS OR ACCESSORIES. ANY SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER. EQUIPMENT, PARTS OR ACCESSORIES SOLD OR INSTALLED BY OTHERS CARRY ONLY THE MANUFACTURER'S OR INSTALLER'S WARRANTY (IF ANY).
- Exclusion or Limitation of Liability: SELLER SHALL HAVE NO LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR INJURY TO THE PERSON OR PROPERTY OF BUYER, WHETHER THE ASSERTED LIABILITY ARISES FROM BREACH OF WARRANTY, NEGLIGENCE OF SELLER, STRICT LIABILITY TORT, OR ANY OTHER LEGAL THEORY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING LIMITATION. SELLER SHALL NOT BE LIABLE FOR DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS, OR INCOME, OR CONTINGENT CLAIMS OF ANY KIND ARISING FROM LOSS OF PRODUCTION OR GOODS IN STORAGE FOR ANY CONTINGENT CLAIMS OF ANY KIND ARISING FROM LOSS OF PRODUCTION OR GOODS IN STORAGE FOR ANY CAUSE, OR ANY OTHER INCIDENTAL CONSEQUENTIAL DAMAGES.
- Indemnity: Buyer hereby indemnifies and holds harmless Seller from and against all loss, liability and expense (including attorneys' fees) incurred or to be incurred by Seller under this contract caused in whole or in part by Buyer's negligence.
- Force Majeure: Seller shall not be liable for any failure or delay in performance due to circumstances beyond his control, including but not limited to war, riot, or civil disturbance, accident or equipment breakdown, strikes or employee disputes, action of any governmental authority, weather conditions, compliance with any law, order, regulation, or directive of any governmental authority, inability to obtain materials, supplies, transportation, fuel or energy, or any other cause beyond the reasonable control of Seller.
- Attorneys' Fees: Buyer agrees to pay Seller reasonable attorneys' fees not to exceed one-third of the purchase price in the event Buyer is in default of payment for the equipment, parts, or accessories purchased.
- Governing Law: Buyer and Seller agree to be bound by the laws of the State of Pennsylvania. Buyer and Seller agree that any suit, action or proceeding arising from arising from the purchase from Seller by Buyer shall be subject to the jurisdiction of the Supreme Court, State of Pennsylvania, and County of Allegheny.