Trombetta Motion Technologies
TERMS AND CONDITIONS OF SALE
Since certain conditions are outside of Trombetta’ s control such as changes made to the application; it is important that all products be tested and validated by the customer within their specific application
1. ACCEPTANCE, OPERATION AND EFFECT OF TERMS AND CONDITIONS — No order for Trombetta products or services shall be binding upon Trombetta until accepted in writing by an authorized official of Trombetta. All orders accepted shall be subject to the terms and conditions contained herein. Acceptance is expressly made conditional upon assent to such terms and conditions. Buyer shall be deemed to assent to the terms and conditions herein unless Buyer shall expressly notify Trombetta to the contrary in writing within five (5) working days after receipt of Trombetta's acknowledgement or confirmation of Buyer's order and in all events prior to any delivery or other performance of such order. In the absence of such notification, the delivery or other performance of Buyer's order shall be conclusively deemed to be subject to the terms and conditions hereof. Any terms and provisions of Buyer's order which are inconsistent with the terms and conditions hereof shall not be binding upon Trombetta and shall not be considered applicable to the delivery or other performance of Buyer's order.
No waiver, alteration or modification of any of the terms and conditions herein shall be binding upon Trombetta unless specifically agreed to in writing by a duly authorized official of Trombetta. Orders may be altered or modified by the Buyer only upon payment to Trombetta of reasonable charges based upon increased expense of production or performance. Waiver by Trombetta of any default of the Buyer shall not be deemed a waiver of any subsequent default. Failure of Trombetta to object to provisions contained In any purchase order or other communication from a Buyer shall not be construed as a waiver of these terms and conditions nor an acceptance of Buyer's provisions.
The parties agree that there are no understandings, agreements or representations, express or implied, not specified herein, respecting this sale, and that this instrument contains the entire agreement between Trombetta and Buyer. Any contract for sale and these terms and conditions shall be governed by and construed according to the laws of the State of Wisconsin.
2. PRICES AND QUOTATIONS — Prices shown in Trombetta catalogues or publications do not represent definite quotations or offers to sell. Such prices are set forth as a source of general information only and are subject to written confirmation.
Verbal quotations are subject to written confirmation. All written quotations automatically expire thirty (30) calendar days from the date issued unless sooner terminated by written notice to the Buyer. Written quotations directed to the Buyer constitute offers to sell to that Buyer at the price therein stated, subject to the terms and conditions contained herein.
All prices are subject to change without notice. In the event of a price increase, the price of equipment on order but unshipped will be the price in effect on the date of shipment. Price reductions shall apply only to unshipped portions of outstanding orders. Additions to outstanding orders will be accepted at prices in effect when the addition is accepted.
Trombetta products are quoted at prices based upon standard specifications. Government specifications or special requirements for any item must be submitted In written form for quotation.
Buyer agrees to protect and indemnify Trombetta against all claims for damages arising from infringement of patents, designs, copyrights or trade-names, with respect to all goods manufactured, either in whole or in part, to the Buyer's specifications.
All clerical errors are subject to correction.
Orders for shipment within United States, amounting to less than $76.00 net will be billed at $75.00. Orders for shipment outside of United States, amounting to less than $150.00 net will be billed at $150.00.
3. PAYMENT — Terms of payment to Buyer's of satisfactory credit shall be net invoice amount due thirty (30) calendar days after invoice date. Invoices may be submitted as partial shipments are made.
Trombetta reserves the right at any time to demand full or partial payment before proceeding with Buyer's order If, in its judgment, the financial condition of Buyer shall not justify the terms of payment specified, If delivery is delayed or deferred by Buyer beyond the scheduled date, payment shall be due in full when Trombetta is prepared to ship and the equipment may be stored at the risk and expense of the Buyer. If Buyer defaults when any payment is due, then the whole contract price shall become due and payable upon demand, or Trombetta, at its option, in addition to its other rights and remedies and not in limitation thereof, may defer delivery hereunder, or under any other contract with the Buyer, or may cancel the contract for sale.
4. TAXES AND OTHER CHARGES — Any manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee or other tax, fee or charge of any nature whatsoever, imposed by any governmental authority, on or measured by any transaction between Trombetta and Buyer, shall be paid by Buyer in addition to prices quoted or invoiced. In the event Trombetta shall be required to pay any such tax, fee or charge, purchaser shall reimburse Trombetta therefore or, in lieu of such payment, purchaser shall provide Trombetta at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing the same. Purchase orders must state the existence and amount of any such tax, fee or charge which it shall be Trombetta's responsibility to collect from purchaser any pay.
5. CONSEQUENTIAL DAMAGES AND PENALTY CLAUSES — Anything to the contrary herein notwithstanding, Trombetta shall not be liable for any consequential, contingent or incidental damages whatsoever. No penalty clause of any kind will be effective unless specifically approved in writing by an authorized official of Trombetta.
6. DELIVERY — Unless otherwise specifically agreed in writing, Trombetta shall have the right to make delivery on Buyer's order in partial or single lots.
Delivery of equipment to a carrier shall constitute delivery to Buyer. Shipment shall be F.O.B. Trombetta's Milwaukee factory. Title and all risk of loss or damage in transit shall pass to Buyer upon delivery to carrier.
Claims for shortages, defects or other errors for which Trombetta may be responsible must be made in writing to Trombetta within fifteen (15) calendar days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer. Any shortage, defect or errors in any one or more shipments shall not affect the balance of deliveries called for in Buyer's order.
Trombetta shall not be liable for any damages caused by delays beyond its reasonable control including, without limitation, fires, floods, riot, strikes, acts of the Buyer, restrictions by any civil or military authority, acts of God or the public enemy, transportation failures or delays, freight embargoes and inability to obtain labor, materials, fuel, power or manufactured facilities.
Methods and route of shipment shall be at the discretion of Trombetta. Any additional expense arising from Buyer's specifications of method and route of shipment over and above the expense of the method and route selected by Trombetta shall be borne by the Buyer.
7. WARRANTIES — Trombetta warrants equipment manufactured by it to be free from defects in materials and workmanship for a period of one (1) year from date of delivery by Trombetta. If within such period any equipment shall be proved to Trombetta's satisfaction to be so defective, such equipment shall be repaired or replaced at Trombetta's option. This warranty shall not apply (a) to equipment not manufactured by Trombetta (b) to equipment which shall have been repaired or attended by others than Trombetta so as, in its judgment, to affect the same adversely, or (c) to equipment which shall have been subject to negligence, accident or damage by circumstances beyond Trombetta's control, or to improper operation, maintenance or storage, or to other than normal use or service. With respect to equipment not manufactured by Trombetta, the warranty obligations of Trombetta shall in all respects conform and be limited to the warranty actually extended to Trombetta by its supplier.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TROMBETTA SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES WHATSOEVER WITH RESPECT TO EQUIPMENT MANUFACTURED BY TROMBETTA OR SERVICES RENDERED BY TROMBETTA.
8. ASSIGNMENT — No assignment of any right, except the right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation, and no delegation of any duty owed by the Buyer to Trombetta may be made without the written consent of Trombetta, and any attempted assignment, except as provided above or except upon such written consent, and any attempted delegation without such written consent, shall be void for all purposes.
9. RETURNS AND REMEDIES — No return of equipment will be accepted without the prior written authorization of an official of Trombetta. Buyer's request for return authorization must be accompanied by invoice number and billing date. Full credit on the purchase price will be allowed Buyer if equipment is returned as a result of the fault or error of Trombetta. Equipment otherwise accepted for return shall be subject to a minimum service charge of 10% of the net invoice price and transportation charges shall be the Buyer's responsibility.
Trombetta reserves the right to correct all defects or errors for which it shall be responsible. Buyer's remedies for such defects or errors are expressly limited to repair or replacement of the equipment delivered, at the option of Trombetta.