Terms and Conditions
Cancelation: Since the product is manufactured to individual specifications, orders accepted by seller may not be canceled by buyer except with the written consent of seller and upon terms satisfactory to seller.
Changes in design or construction: Once a proposed solution has been accepted and agreed upon by the buyer, any changes requested by the buyer may result in additional charges, and depending on the scope of change, may impact the final delivery date. The seller will reserve the right to make any changes in details of design or construction of the product that may result in a more robust product.
Taxes: All prices are net of any sales, use or excise tax or fee imposed with respect to this sale, purchase, installation or use of the product. Any such tax is to be paid by buyer or for the account of buyer and may be included with any invoices or may be billed subsequently.
Safety Precautions: Buyer shall use safe operating procedures in operating the product including the use of all safety devices and buyer shall maintain the same in proper working order. If buyer fails to observe the obligations contained in this paragraph, buyer agrees to indemnify and save seller from any liability incurred by seller to persons injured directly or indirectly in connection with the operation of the product. The foregoing indemnification shall in no event be deemed to have expanded seller’s liability for the product.
Credit Terms: Credit terms are as set forth in the proposal. All delinquent sums due and owing to seller shall bear interest of one and one-half percent (1-1/2%) per month.
Default and seller’s remedies: (A) Buyer shall be in default under these terms if buyer: (I) Fails to make any payment required under the proposal when due; (II) refuses to accept delivery of the product following issuance by the seller of the notice of readiness to ship; (III) terminates acceptance of the proposal or any portion thereof without the consent of seller; (IV) breaches any warranty, covenant or other condition of these terms; or (V) participates either voluntarily or involuntary in any bankruptcy, insolvency, assignment for the benefit of creditors or other proceedings under which buyer seeks relief as a debtor (“default”). (B) In the event of a default, seller shall be entitled to elect any of the following remedies: (I) seller may suspend performance of any of its obligations, including any warranty, under the proposal and these terms and (A) may recover from buyer all damages incurred by seller as a result of the default including, without limitation, lost profits, costs and reasonable attorneys fees, or (B) Retain all sums paid by buyer on account as liquidated damages; (II) Seller shall be entitled to enforce buyer’s obligations under the proposal and these terms and to recover from buyer all costs and expenses, including without limitation reasonable attorneys fees; and (III) seller shall have all rights and remedies of a secured party under the uniform commercial code. Provisions herein for any remedy shall not preclude seller from obtaining any other remedy available at law or equity.
Warranty: For a period ending 6 months after shipment for new products manufactured by seller, seller agrees to repair or replace, without charge to buyer for labor or materials, defects in materials or workmanship in any such new product. Products replaced or repaired under this warranty are warranted as provided herein for the original period but in any event not less than 30 days. The warranties contained in these terms are conditioned upon the proper storage, installation and operation of the product by buyer under normal conditions and in accordance with any of the seller’s instructions.
The above warranties do not apply to defects caused by (I) normal wear and tear (II) unauthorized work or modifications performed by buyer on the product, or (III) carelessness or negligence by seller, its employees or its agents in the operation of the product. All defective products replaced pursuant to warranty shall become the property of seller. The above warranties are in lieu of all other warranties or guarantees, express or implied, including without limitation implied warranties of merchantability and fitness for a particular purpose, all of which other warranties are disclaimed and excluded.
Limitation of Liability & Remedies: (A) Seller’s liability arising out of any products being sold or repairs or replacements made pursuant hereto, including but not limited to any liability for breach of any warranty or of any of the provisions of these terms and conditions of sale or for seller’s negligence, shall be limited to replacement or repair, at seller’s option, of defective product of which seller receives written notice in reasonable detail as to the nature of the defect within the period set forth in the section “warranty”. (B) This limitation of remedy has been negoatied by seller and buyer and is deemed to be adequate by both parties. Buyer's full and complete performance of all obligations of buyer set forth in the proposal is a condition precedent to seller’s warranty obligations set forth herein. (C) The price paid by the buyer for the product has been established on the assumption that the seller has no risk of consequential or special damages even if seller may be aware of any special considerations or circumstances affecting buyer. Accordingly, seller shall have no liability under any circumstances for special or consequential damages, including, without limitation, loss of profits or time or personal injury however caused. The limitation on consequential damages set forth above is intended to apply to all aspects of the transaction contemplated by these terms.
ACCEPTANCE BY SELLER: THESE TERMS AND CONDITIONS OF SALE (“TERMS”) ARE AN INTEGRAL PART OF THE PRICING STRUCTURE OF THE QUOTATION TO WHICH THESE TERMS ARE MADE A PART OF (“QUOTATION”), ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS AND NO ORAL STATEMENT, COURSE OF PERFORMANCE OR COURSE OF DEALING SHALL MODIFY OR ADD TO THE AGREEMENT BETWEEN THE PARTIES. SUBSEQUENT CONTRACTS BETWEEN BUYER AND SELLER SHALL FALL UNDER THESE TERMS UNLESS COLEMAN DFM OTHERWISE SPECIFICALLY AGREES IN WRITING. IF ANY PROVISION OF ANY PURCHASE ORDER, SALES CONTRACT, QUOTATION, ACKNOWLEDGEMENT OR OTHER DOCUMENT SENT OR DELIVERED TO SELLER BY OR ON BEHALF OF BUYER IS INCONSISTENT WITH OR CONTRARY TO THESE TERMS, THEN THESE TERMS SHALL CONTROL. ALL PROPOSALS MAY BE WITHDRAWN BY THE SELLER AT ANY TIME AND SHALL EXPIRE IN ANY EVENT 30 DAYS FROM THE DATE OF THE PROPOSAL UNLESS OTHERWISE STATED.
NOTICE OF READINESS TO SHIP: SELLER SHALL NOTIFY BUYER WHEN THE PRODUCT IS READY FOR SHIPMENT TO BUYER FROM THE SHIPPING POINT. UPON RECEIPT OF SUCH NOTICE OF READINESS FOR SHIPMENT, BUYER SHALL (A) TENDER TO SELLER ANY PORTION OF THE PURCHASE PRICE DUE PRIOR TO SHIPMENT IN ACCORDANCE WITH THE TERMS OF THE PROPOSAL
SHIPPING: ANY STATED SHIPMENT TIME IS APPROXIMATE. SHIPMENT SHALL BE EXTENDED TO THE EXTENT REASONABLY NECESSARY IF DELAY IS CAUSED BY ANY LABOR DISPUTE, EMBARGO, WAR, DAMAGE TO FACTORY, GOVERNMENTAL LAW OR REGULATION, INABILITY TO OBTAIN LABOR OR MATERIAL, ACTS OF GOD, OR OTHER CAUSE BEYOND SELLER’S REASONABLE CONTROL AFFECTING SELLER, ITS SUPPLIERS OR ANY SHIPPER. IF SHIPMENT IS DELAYED, AT BUYER’S REQUEST, PAYMENT SHALL NEVERTHELESS BE DUE AFTER NOTICE TO BUYER THAT THE PRODUCT IS READY FOR SHIPMENT.