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.
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.
Standard Terms For All Domestically Sold Weldcoa Products. In most cases once credit has been established our terms are 30 days FOB shipping point. In some cases, a deposit may be required.
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.
Payment by Buyer to Weldcoa. Buyer’s payment shall be made to Weldcoa within thirty days after issuance by Weldcoa of its invoice to Buyer. The parties agree that all payments owing after the due date shall bear interest at the rate of one and one-half (1.5%) per cent per month.
If Buyer defaults under any of the provisions of these Terms and Conditions, Buyer shall be responsible for and shall pay to Weldcoa all amounts due and any other damages including reasonable attorney’s fees incurred by Weldcoa together with all costs incurred, if any.
Change in Materials Prices. Weldcoa reserves the right to amend a Quote due to any unexpected change in material prices or surcharges from our suppliers, due to material shortages, or due to extraordinary or unanticipated increases in the costs of manufacturing.
Return/Credit of Delivered Product. No Products will be returned to Weldcoa without Weldcoa’s written authorization.
At Weldcoa’s sole discretion, for standard Weldcoa Products already delivered to a Buyer, the Buyer may return such approved Products to Weldcoa at the Buyer’s expense, for refund or credit equivalent to a 15% restocking fee based on the invoiced amount of the Product. Unique items built to Buyer’s specifications pursuant to a Statement of Work may only be returned, and will be subject to a 25% to 100% restocking fee, if approved in advance by Weldcoa’s Vice President.
Cancellation of Order During or After Production – Standard Products.
Buyer will be charged a 15% order cancellation fee or restocking fee on orders for which Weldcoa has begun Production, or has completed Production if, in Weldcoa’s sole determination, Weldcoa is able to reuse the Product for sale to another customer. In the event a Product is not suitable for reuse, Buyer will be charged 100% of the Quoted price.
At Weldcoa’s discretion, Buyer will be charged 15% of the value of the materials in stock or on any order that cannot be cancelled with Weldcoa’s Suppliers.
Cancellation of Order During or After Production – Unique Orders
Buyer will be charged 100% of the Quoted price for Products, for which Weldcoa has either begun or completed Production, that are unique to Buyer’s specifications. After Weldcoa’s receipt for payment in full of the final invoice, Weldcoa will ship all of the finished goods to Buyer at its expense.
For unique materials ordered specifically for Buyer, Buyer will be charged 100% of the value of the materials in Production, in stock, or on order that cannot be cancelled from a Weldcoa Supplier. In the case of unused materials, Weldcoa will ship all such materials to Buyer at Buyer’s expense after Weldcoa has received payment for its final invoice.
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.