Pres-On Corporation, an Illinois corporation (“Pres-On” or “Seller”) agrees to sell, and the customer (“Purchaser”) agrees to buy, the products and services set forth in the Proposal, Quote, Order Acknowledgement or Invoice, at the prices quoted therein, and subject to these Standard Terms and Conditions of Sale (the “Terms and Conditions”).
TERM: Any Proposal, Quote, or Order Acknowledgement issued by Seller is an offer which shall remain open to Purchaser for acceptance for the earlier the date specified in such document or notice of termination from Seller.
ACCEPTANCE: Purchaser may accept the Proposal, Quote, or Order Acknowledgement issued by Seller on the terms thereof, which shall include these Terms and Conditions, by an authorized signatory of Purchaser. Any purchase order submitted by Purchaser will not be binding on Seller; Seller may issue an Order Acknowledgement which shall supersede such purchase order. All orders are subject to credit approval. The most recently dated Proposal, Quote, Order Acknowledgement or Invoice issued by Seller constitutes an offer or counter-offer by Seller to sell the products described herein in accordance with these Terms and Conditions and shall be deemed the controlling document for such order. No additional or different terms or conditions will be binding upon Seller unless specifically agreed to in writing by an authorized representative of Seller. Seller hereby objects to any such additional or different provisions contained in any purchase order or other communication heretofore or hereafter received from Purchaser.
MODIFICATIONS/CHANGES/CANCELLATIONS: Any requested modification to an order is subject to the approval of Seller. No order may be cancelled or altered by Purchaser except upon Seller’s written consent. Purchaser will pay all additional charges resulting from order modifications, cancellations and changes.
PRICING: Prices may vary from those shown in Seller’s catalogs and price list due to changes in materials, labor or other costs. Prices are subject to change without notice. Pricing may be affected by quantities ordered. Except as prohibited by Seller, orders may be combined to earn quantity discounts. Except upon Seller’s written consent or otherwise stated on a Quote issued by Seller, the following minimums shall apply:
PAYMENT TERMS: Except as provided otherwise in the applicable Proposal, Quote, Order Acknowledgement, or Invoice issued by Seller, all Invoices are due in full within thirty (30) days from date of Invoice. A monthly service charge of the lesser of 1.5% (18% A.P.R.) or the maximum permitted by law will be assessed on all unpaid balances after such date. In the event of any dispute, payment may be not withheld on an Invoice.
FREIGHT/ ADDITIONAL CHARGES: Unless otherwise noted, all applicable freight, fuel surcharge fees, carton charges and handling charges are not included in this price quotation and will be invoiced as a separate line item after the is invoiced by the carrier. Seller shall have sole discretion to select carrier and mode of shipment. All products are F.O.B. Bolingbrook, IL unless otherwise specified in the applicable Proposal, Quote, Order Acknowledgement, or Invoice issued by Seller. Regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by Purchaser.
TAXES / PERMIT FEES: Any tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Purchaser shall be paid by Purchaser in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, Purchaser shall reimburse Seller therefore; or in lieu of such payment, Purchaser shall provide Seller at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the same. Should Seller, in its sole discretion, determine that the exemption document provided by Purchaser does not clearly meet the requirements of the authority imposing a tax, Purchaser hereby agrees to pay such tax in full.
SHIPPING: Seller reserves the right to supply intermediate lengths as necessary. Seller reserves the right to under-ship or over-ship by 10% due to yield (+/- 10%).
WARRANTIES: SELLER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED WITH RESPECT TO ANY PRODUCT, AND SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE.
LIMITATION OF LIABILITY: IN NO EVENT WILL SELLER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, CLAIMS, OR LOSSES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOST OPPORTUNITIES) RESULTING FROM OR RELATED TO THE USE, MISUSE, PURCHASE, OR SALE OF ANY OF SELLER’S PRODUCT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT FORESEEABLE, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PURCHASER RESPONSIBILITIES: Before using any of Seller’s products, Purchaser or user shall determine the suitability of such product for user’s intended use. Any specifications, instructions, or other information provided by Seller in connection with the products are provided for informational purposes only and shall not be deemed to impose any representations, warranties, covenants or other obligations upon Seller or any of its affiliates.
RETURNS: Purchaser may not return any product without Seller’s consent. Returned goods shipments must be prepaid.
INDEMNIFICATION: Purchaser shall indemnify Seller against any and all losses, liabilities, damages and expenses (including, without limitation, attorneys fees and other costs of defending any action) which Seller may incur as a result of any claim by Purchaser or others arising out of or in connection with the products and/or services sold hereunder and based on product or service defects not proven to have been caused solely by Seller’s negligence.
ACTS BEYOND REASONABLE CONTROL: Seller shall not be liable for any delay or failure to deliver any or all of the products caused by labor disputes, strikes, act of God, or other delay beyond the reasonable control of Seller. In such instances, any deadlines for delivery shall be adjusted by a reasonable amount.
GOVERNING LAW / ATTORNEYS FEES: These Terms and Conditions shall be governed by the laws of the State of Illinois (without regard to conflict of laws provisions). The parties agree that any action or proceeding to enforce or arising out of this Agreement shall be commenced only in state or federal courts located in Chicago, Illinois. The parties consent to such jurisdiction, agree that venue will be proper in such courts and waive any objections based upon Forum Non Conveniens. Purchaser shall reimburse Seller for all reasonable attorneys’ fees and collection costs incurred by Seller to enforce its rights against Purchaser under these Terms and Conditions.
ENTIRE AGREEMENT: Unless otherwise agreed to in writing between Purchaser and Seller, this document is intended by all parties as the final expression of their agreement and supersedes all other purchase orders or documents provided by Purchaser.