Recycling Equipment Inc. - Terms and Conditions
Unless and to the extent otherwise specified in the proposal of which this document is part (the “Proposal”), the following terms and conditions shall apply to this proposal and to any order or contract resulting from this proposal.
Unless otherwise stated in the Proposal, all prices (a) exclude sales, use, occupation, license, excise and other taxes in respect of manufacture, sale or delivery and (b) are firm for a period of 30 days from the date of the Proposal, provided shipment will be accepted within eight months of the date of the Proposal. Price will be adjusted to prices current at time of shipment on all shipments made after eight months from date of receipt of purchase order. Prices do not include any costs, expenses, or charges that may become required for installation of any equipment as a result of matters unknown or undisclosed to the Company at the time of the Proposal, including specifically, but without limitation, matters concealed by floors, walls, and/or ceilings of the facility where the equipment is to be installed, all of which costs and expenses shall be in addition to the prices quoted in the Proposal.
Except as otherwise specified in the Proposal, delivery will F.O.B. point of shipment and all risk of loss passes to the Buyer upon shipment. Time of delivery is an estimate only and is subject to abnormal conditions of manufacture and supply. Recycling Equipment, Inc. (the “Company”) shall in no event be liable for any alleged damages, expenses, or losses for any delay however and by whomsoever caused, and no order or contract resulting here from shall be cancelable on account of any delays caused by fires, acts of God, strikes, labor difficulties, acts of governmental or military authorities, delays in transportation or procuring materials, or causes of any kind beyond the Company’s control.
WARRANTIES AND OTHER SURVIVING OBLIGATIONS:
All machinery quoted on this Proposal is subject to the standard warranty of the manufacturer thereof. The Company provides a one (1) year repair and replacement warranty as to all equipment manufactured directly by the Company. The Company shall not be otherwise liable for defects or short-comings, and no obligation with regard to suitability, capability, performance or compliance with buyer’s specifications is undertaken or is to be implied. The Company shall not, in any event, be liable for any consequential damages, secondary charges, expenses for installing or disconnecting, or losses from any alleged defect in the product. Any changes or improvements may be made at any time, but the Company shall be under no obligation to incorporate same in, or substitute the same for, any products previously sold to any customer. ALL IMPLIED WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAWS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED. The Company shall in no event be liable for any alleged damages, expenses, or losses, of any nature or kind, whatsoever, including, but without limitation, actual, estimated, liquidated, unliquidated, incidental or consequential damages, expenses, or losses. Unless expressly stated in the Proposal, buyer’s sole and exclusive remedy shall be limited to the repair and replacement of non-conforming goods or parts. Warranty claims shall not constitute implicit rights to the buyer to withhold payment for equipment.
TITLE AND LIEN RIGHTS:
All equipment sold by the Company shall remain personal property, regardless of how affixed to any realty or structure by Buyer. Title thereto shall remain in the Company until the price (including and notes therefor) has been fully paid in cash. The Company reserves the right to file appropriate financing statements and other documents as evidence of its title and/or lien rights in accordance with the Uniform Commercial Code. The Company shall in event of Buyer’s default, have all rights of repossession and other rights anywise available to a conditional seller under the laws applicable thereto.
Should the Buyer request the service of an erector or serviceman (except as specifically provided for and included in the price of such article in the proposal), such service will be rendered at a charge of (see quotation), plus all other expenses incident thereto, including transportation to and from Buyer’s plant and living expenses.
ACCEPTANCE OF PROPOSAL:
Unless otherwise expressly stated herein, or unless modified or withdrawn by the Company prior to acceptance, this proposal shall expire 30 days after its date. There are no understandings or agreements outside this written proposal. All previous communications, either oral or written, with reference to the subject matter of this proposal, are hereby superseded. An order based upon this Proposal, when duly accepted and approved by the Company shall constitute the agreement between the parties hereto, and no modifications shall be binding upon the parties, or either of them, unless such modifications shall be in writing, duly accepted by the Buyer and approved by an executive officer of other duly authorized representative of this Company.
ACCEPTANCE OF EQUIPMENT:
Buyer shall inspect all equipment within the following times: (a) in the case of equipment to be delivered but not installed by the Company, within forty-eight (48) hours of delivery, or (b) in the case of equipment to be delivered and installed by the Company, within forty-eight (48) of the completion of the Company’s installation. Buyer shall notify the Company of any rejection of any equipment, in writing and specifying all applicable reasons for rejection, within forty-eight (48) hours of the applicable expiration of the inspection period as stated above. Buyer’s failure to notify the Company of any rejection within the applicable time shall be deemed as acceptance of the equipment and agreement to remit final payment where applicable. Any action for arising out of or related to any contact formed by the acceptance of the Proposal, or arising out of any defect or non-performance of any equipment delivered by the Company shall be brought not later than the first to occur of the following: (a) within one (1) year of the date the cause of action accrues, or (b) within two (2) years of the date of shipment. No law or rule, whether legislative or judicial, imposing a tolling of the statute of limitations shall be applied.
Unless the Proposal specifically includes the cost of shipping insurance, Buyer is responsible for maintaining adequate insurance coverage for all contracted equipment upon shipment.
VENUE, CHOICE OF LAW:
Venue for any legal action, whether in a court of law, equity, or otherwise, arising out of or related to the Proposal, the contract between the parties, or the equipment or other items sold by the Company to Buyer, shall be the Superior Court of Catawba County, North Carolina, and each of the parties expressly consents to such venue and the subject matter and personal jurisdiction of such court. The entire relationship between the parties, including specifically, but without limitation, this Proposal, the contract between the parties, and the equipment or other items sold by the Company to Buyer shall be governed by and construed in accordance with the laws of the State of North Carolina.