THE TERMS AND CONDITIONS OF WELDCOA PRODUCT SALES ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU THE BUYER ARE HEREBY REJECTED. BY PLACING AN ORDER YOU, THE BUYER, AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) UNLESS WELDCOA OTHERWISE AGREES IN WRITING. WELDCOA RESERVES THE RIGHT TO MODIFY AND UPDATE THESE TERMS AT ANY TIME BY COMMERCIALLY REASONABLE METHODS.
Industrial Mobile Welded Products
Mobile Welded Products: are warranted against defects in materials and workmanship for a period of one year from the date of shipment. Note: Purchased parts that become part of a final assembly default to the original manufacturers warranty.
Mobile welded structures include but are not limited to Weldcoa Pallets, Cylinder Carts, Gas Packs but also covers any welded product that can be transported via, forklift, crane or products that roll. (This category does not include or cover Medical Mobile Products.) Weldcoa has made its reputation on manufacturing long life, durable products. However, Weldcoa can not anticipate every environment where our products may be used therefore Weldcoa cannot guarantee the life of a product (unless it has been specifically designed to do so) if it is exposed to:
Medical Mobile Welded Products
Mobile Welded Products: are warranted against defects in materials and workmanship for a period of 90 Days from the date of shipment. Note: Purchased parts that become part of a final assembly default to the original manufacturers warranty.
Medical mobile welded equipment includes but are not limited to Medical Oxygen Storage & Transportation Products. Weldcoa is pleased to provide you with a very cost effective product line that meets DOT requirements where applicable. Weldcoa can not anticipate every environment where our products may be used therefore Weldcoa cannot guarantee the life of a product (unless it has been specifically designed to do so) if it is exposed to:
Fixed Weldcoa Products
Fixed Welded Products: are warranted against defects in materials and workmanship for a period of one year from the date of shipment. Note: Purchased parts that become part of a final assembly default to the original manufacturers warranty.
Fixed welded structures include but are not limited to Weldcoa Industrial Cylinder Fill Systems, Medical Cylinder Fill Stations, Cylinder Cluster Fill Systems, Liquid Cylinder Fill Systems, Racks, Islands, Booster Stations and Stanchions but also covers any welded product that is bolted/anchored to a base or structure. Weldcoa has made its reputation on manufacturing long life, durable products. However, Weldcoa can not anticipate every environment where our products may be used therefore Weldcoa cannot guarantee the life of a product, unless it has been specifically designed to do so, if it is exposed to:
In general, Weldcoa’s welded products have historically proven to work in a range from 10 years to 30 years and in some cases still counting. Weldcoa products work hard every day, all day, just like our clients.
Weldcoa’s internal panel shop is UL certified. Our 100% guarantee of satisfaction takes affect as soon as the panel is activated. Weldcoa guarantees that the panel will perform the job that it was designed to do flawlessly at start up. If it doesn’t we will either replace it for one that does perform properly or we will fix it on site. All In-House Electronic is warranted for a one-year period from delivery.
3rd party Electronics
Weldcoa does everything within it’s power to purchase electronics from reputable providers. All guarantees and warrantees that are permitted to transfer with the resale of the equipment are the responsibility of the third party provider. Any issues that occur within the first year, from delivery of equipment to our clients, will be covered by Weldcoa as part of our first year guarantee of satisfaction.
Weldcoa’s internal Automation and Software is developed 100% by Weldcoa programmers. Our 100% guarantee of satisfaction takes affect as soon as the Automation/Software is activated. Weldcoa guarantees that the Automation/ Software will perform the job that is was designed to do flawlessly at start up. If it doesn’t we will fix it on site. All In-House Automation/Software is warranted for a one-year period from delivery.
3rd Party Automation/Software
The majority of Automation/Software that Weldcoa uses is programmed in house however some projects require us to use 3rd party developed Automation/Software. Weldcoa does everything within it’s power to purchase 3rd party Automation/Software from reputable providers. All guarantees and warrantees that are permitted to transfer with the resale of the equipment/automation/software are the responsibility of the third party provider. Any issues that occur within the first year, from delivery of equipment to our clients, will be covered by Weldcoa as part of our first year guarantee of satisfaction.
If Buyer indicates it will refuse to accept delivery, wrongfully fails to accept delivery or wrongfully revokes acceptance of products orders (“Breach”), without limiting other remedies to available to Seller as invoiced, Buyer shall owe cancellation charges to Seller as invoiced by Seller in an amount equal to:
All items paid for by Buyer excluding those items returned for credit under subparagraph 1 above, will be transferred to Buyer “as is, where is.”
In the event Buyer causes unreasonable delays or otherwise unreasonably hampers or interrupts Seller’s manufacture, shipment or installation of equipment, Seller may terminate the sales contract and Buyer shall be liable to pay Seller the applicable cancellation charges set forth above.
Payment Terms Welded Products. Unless otherwise expressly agreed by Weldcoa, payment on Welded Products, Pallets/Gas Packs/Manifolds/Truck Bodies/etc. shall be due 30 days from the date of each invoice, without discount. Any cash discount which may be expressly provided for in writing applies only to the sale price of the Goods at the shipping point and does not apply to any charges made for taxes, storage, loading, crating or transportation. Buyer shall pay costs and expenses incurred by Weldcoa, including reasonable attorney’s fees, in connection with collection of amounts overdue from Buyer.
Payment Terms Projects. Unless otherwise expressly agreed by Weldcoa, payment on Fill Systems (Manual or Automated)/Labs/CO2 Systems/Pump Protection/etc. shall be invoiced as progress payments of 50% down at time of order, 40% prior to shipping, 10% after startup and training or 90 days after arrival of the second progress payment of 40%; Whichever comes first. Startup and Training are billed as time and material in a separate invoice and will be invoiced soon after startup and training has been completed. Please be advised that the deposit does not “lock” in the quoted price. The deposit “holds” your projects place in our production schedule. Any changes in market pricing for raw materials (Steel, Monel, Brass, Copper, etc.) or component price increases from 3rd party supplier will be passed on to the client. If this occurs Weldcoa will do everything in its power to give as much notice as possible to our clients. Any cash discount which may be expressly provided for in writing applies only to the sale price of the Goods at the shipping point and does not apply to any charges made for taxes, storage, loading, crating or transportation. Buyer shall pay costs and expenses incurred by Weldcoa, including reasonable attorney’s fees, in connection with collection of amounts overdue from Buyer.
Standard Terms for All International Sales of Weldcoa Products. A 50% deposit is required to start the order. The balance must be paid prior to shipping. The client is encouraged to inspect his equipment prior to shipping.
Standard Terms For Rush Orders. Rush orders are subject to expedited fees.
Prices are subject to change with market conditions. Quoted prices may be changed by Weldcoa without notice to reflect Weldcoa’s prices at time of shipment and any increase in transportation, labor or other costs. Weldcoa will do everything in its power to give as much notice as possible to our clients. If a delivered price has been quoted, any charges at destination for spotting, switching, handling, storage and other accessorial Services and demurrage shall be borne by Buyer and any increase in transportation charges shall be added to the quoted price. Weldcoa reserves the right to correct any obvious errors in specifications or prices.
Surcharges. Any surcharges imposed by Weldcoa’s suppliers at the time of shipment shall be paid by Buyer. Such surcharges include, but are not limited to, surcharges on fuel and natural gas. Once again, Weldcoa will do everything within its power to advise client in a timely manner of this situation if it arises.
Taxes. Any taxes which, under any existing or future law, which Weldcoa may be required to pay or collect with respect to the sale, purchase, delivery, transportation, storage, processing, use or consumption of any Goods or Services shall, if not separately shown, be added as a separate item to the quoted price, and shall be paid by Buyer to Weldcoa on demand; provided, however, that the foregoing shall not apply to any taxes the payment or collection of which by Weldcoa is excused by reason of delivery to Weldcoa of valid tax exemption certificates.
Credit. All orders are subject to the approval of Global Commercial Credit LLC. If in Weldcoa’s judgment reasonable doubt exists as to Buyer’s financial responsibility, or if Buyer is past due in payment of any amount owing to Weldcoa, Weldcoa reserves the right, without liability and without prejudice to any other remedies, to refuse or cancel credit, require full payment prior to shipment, suspend performance, or decline to ship or stop any material in transit until Weldcoa receives payment of all amounts owing to Weldcoa, whether or not due, or adequate assurance of such payment.
Deliveries. Any shipping schedule is approximate. Weldcoa shall not be liable for any failure to perform, or any delay in delivery or failure to deliver, caused for any reason in whole or in part beyond our reasonable control, including, but not limited to event of force majeure, production schedules of the producing mill, unavailability of materials, labor disturbances, acts of God, pandemic, acts of war or terrorism, transporting difficulties, or causes which abnormally increase the cost of performance. Should shortages in Weldcoa’s supply occur for any reason, Weldcoa may allocate the material in such manner and amount as Weldcoa may determine. Acceptance by Buyer of any Goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such Goods.
Packaging. Weldcoa will use reasonable means to comply with any packaging, loading or bracing requirements specified in any order. Weldcoa will charge for compliance with Buyer's special requirements in accordance with Weldcoa's price list for extras in effect at time of shipment. If no packaging, loading or bracing requirements are specified by Buyer, Weldcoa shall comply with the minimum requirements customarily applied by Weldcoa to the method of transportation used for such Goods.
Weldcoa Representation and Warranties. Weldcoa represents and warrants to Buyer that Weldcoa is the sole owner of and rightfully transfers marketable title to all Products under a completed order and payment thereof, free from any security interest or other lien or encumbrance of any third party. All Products and services are warranted against defects in materials and workmanship for a period of one year, from delivery of the Products by Weldcoa to Buyer. Third- party purchased parts that become a part of the Product are solely subject to the original manufacturer’s warranty. Weldcoa maintains in compliance with the Conflict Minerals Rule under Section 1502 of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act as mandated by the U.S. Securities and Exchange Commission.
Buyer Representations and Warranties. Buyer’s use of the Products are at Buyer’s own risk, and Buyer shall defend, indemnify and hold Weldcoa harmless from all liability and costs (including court costs and attorneys’ fees) resulting from claims, demands or actions brought against Weldcoa by anyone (including without limitation any injuries or property damage) caused directly or indirectly by Buyer’s i) breach of these Terms and Conditions; ii) negligence or willful misconduct related to any Weldcoa Products or services; or iii) violation of any applicable law related to any Products or services provided by Weldcoa or its subcontractors.
BUYER ACKNOWLEDGES THAT THERE MAY BE HAZARDS ASSOCIATED WITH THE USE OF THE PRODUCTS, THAT IT UNDERSTANDS SUCH HAZARDS, AND THAT IT IS THE RESPONSIBILITY OF BUYER TO WARN AND PROTECT ALL THOSE EXPOSED TO SUCH HAZARDS. BUYER SHALL HAVE THE SOLE RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF ANY OF WELDCOA’S PRODUCTS FOR THE USE CONTEMPLATED BY BUYER. AFTER DELIVERY OF PRODUCTS TO BUYER, BUYER ASSUMES ALL RISK AND LIABILITY ARISING OUT OF THE USE OF THE PRODUCTS.
LIMITATION OF LIABILITY. WELDCOA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, RELATED TO THE PRODUCTS BEING SOLD HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, OR ACCURACY. EXCEPT AS EXPRESSLY SET FORTH HEREIN.THIS DISCLAIMER SHALL NOT AFFECT THE TERMS OF ANY MANUFACTURER’S WARRANTY.
UNDER NO CIRCUMSTANCES AND IN NO EVENT WILL WELDCOA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNATIVE SPECIAL AND/OR LIQUIDATED DAMAGES ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, USE OR REPAIR OF THE PRODUCTS SOLD BY WELDCOA. CUSTOMER HEREBY AGREES THAT UNDER NO CIRCUMSTANCES AND IN NO EVENT SHALL WELDCOA’S LIABILITY EXCEED THE NET SALES PRICE OF THE PRODUCTS.
THE LIMITATIONS CONTAINED IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE CLAIM FOR DAMAGES IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE.
In no event will any action be brought against WELDCOA regarding the Products more than one (1) year after the cause of action has accrued.
Additional Documents. A statement of work may supersede these Terms and Conditions where such statement of work specifically states that it is amending these Terms and Conditions. Separate agreements for maintenance or professional services agreed upon between the parties may supersede or modify these Terms and Conditions.
Allocation of Risk. All risk of transport shall be borne by Buyer once Weldcoa has delivered the Products to the shipper.
Binding Agreement. This agreement shall be binding upon, and shall inure to the benefit of, the heirs, executors, assigns, transferees, and successors in interest of the parties hereto, notwithstanding the death, bankruptcy, incompetence, reorganization, merger, consolidation or change in personnel of any party. The person signing this agreement on behalf of any entity represents that he/she has authority to bind that entity.
Customer Purchase Orders. These Terms and Conditions and any applicable exhibit, statement of work, or similar agreement between Weldcoa and Buyer supersede Buyer’s standard purchase order terms.
Entire Contract. Except as provided in a separate written agreement negotiated by the parties and executed by authorized representatives of Weldcoa and Buyer, these Terms and Conditions are intended by the parties as a final expression of their agreement with respect to its terms and as a complete and exclusive statement of its terms with regard to each sale of Products and Services.
Excused Non-Performance. Except for the obligation to pay Weldcoa any amounts owed neither party hereunder shall be liable for failure to perform its obligations hereunder to the extent such failure resulted from floods, strikes, or other labor disturbances, wars delays of carriers, inability to obtain materials, pandemics or any other similar or dissimilar cause beyond such other party’s reasonable control.
Independent Contractor. Weldcoa is an independent contractor hereunder and not an agent or employee of or partner of joint venture with Buyer.
Jurisdiction and Venue. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Illinois without giving effect to the principles of comity or conflicts of laws thereof. Each party hereto agrees to submit to the personal jurisdiction and venue of the courts located in Kane County, Illinois, which shall have exclusive jurisdiction over any claim relating to these Terms and Conditions or any other agreement between the parties, and the parties waive any other venue or jurisdiction for the resolution of all disputes and causes of action arising out of these Terms and Conditions or any other agreement between the parties, and each party hereby waives all questions of personal jurisdiction and venue of such courts, including, without limitation, the claim or defense therein that such courts constitute an inconvenient forum.
Notices. All notices, offers, acceptances, waivers, and other acts under this agreement shall be in writing, and shall be either delivered in person, or sent by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier.
Severability. Any portion of these Terms and Conditions which shall be deemed void, or unenforceable, or contrary to public policy shall be deemed severed from the agreement between the parties without affecting the remaining terms.
Shipment of Products. For domestic shipments, the Products shall be shipped F.O.B. Weldcoa’s place of business to Buyer’s facility at the address specified in the Purchase Order. For international shipments, the parties will agree on specific shipping and packing instructions and responsibilities prior to the completion of the order.
Waiver of Jury Trial, Costs and Fees. Each of the parties waives its right to a jury trial. Upon default by Buyer, Buyer agrees to reimburse Weldcoa all attorney’s fees and costs incurred by Weldcoa in connection therewith.
Buyer. Refers to the purchaser of Products or Services from Weldcoa.
Product. Refers to products and software supplied by Weldcoa under these terms and conditions.
Quote. Refers to the price quotation, if any, made by Weldcoa and in effect when Weldcoa affects the Buyer’s order.
Services. Services refers to services supplied by Weldcoa, as more fully described in a separate Services Agreement.
Statement of Work. Refers to any document that describes the attributes of specific or unique Products or Services that are agreed upon between the Buyer and Weldcoa.
Supplier. Refers to third parties that deliver materials for incorporation into Weldcoa Products.
Third Party Products. Refers to non-Weldcoa built parts, products, or software supplied by Weldcoa to Buyer under these Terms and Conditions.