Warco, Inc. Standard Terms and Conditions of Sale
OFFER AND ACCEPTANCE
As used herein, "Seller" refers to Warco, Inc. These terms and conditions of sale constitute the contract for Seller's sale of products/equipment to Buyer. Buyer's acceptance of Seller's offer to sell is limited to these terms and conditions. Seller's acceptance of any offer by Buyer to purchase products/equipment is expressly conditional upon the Buyer's assent to all the terms and conditions herein, including any terms additional to or different from those contained in the offer to purchase. Seller hereby objects to any different or additional terms and conditions contained in any purchase order or acceptance by Buyer of any offer made by Seller or in any other document submitted by Buyer.
TERMS OF PAYMENT
Net 30 after date of invoice. All accounts are payable in U.S. funds, at par.
If shipment is delayed by any cause for which the Seller is not responsible, the date of completion of the order, or any part thereof, shall be regarded as the date of shipment thereof, and an invoice will be issued accordingly. Purchase orders held for the Buyer shall be at the risk and expense of the Buyer.
Acceptance of orders and shipments and deliveries shall be subject to approval of Seller's Credit Department. If, in the judgment of Seller, the financial condition of the Buyer, at any time, does not justify the continuance of the work to be performed by the Seller hereunder on the terms of payment agreed upon, the Seller may require full or partial payment in advance or shall be entitled to cancel any order then outstanding and shall receive reimbursement of its reasonable and proper cancellation charges. In the event of bankruptcy or insolvency of the Buyer or in the event any proceeding is brought against the Buyer under any bankruptcy or insolvency laws, Seller shall be entitled to cancel any order then outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges. The rights of the Seller under this paragraph are cumulative and in addition to all rights available to the Seller at law or in equity.
Prices are subject to change without notice. In the event of a price increase, the price of product on order but unshipped will be invoiced at the price agreed upon at the time the order was accepted and acknowledged by the Seller (i.e. prices are firm) unless the Buyer and Seller have agreed upon escalation at the time the order was placed and accepted.
Transportation cost may or may not be included in the selling price. When transportation terms are not stated, transportation costs are not included in the selling price. All orders will be shipped FOB shipping point.
Seller's prices do not include sales, use, excise, or similar taxes applicable to the product or the sale or use thereof. All such taxes, if any, shall be paid by Buyer or, in lieu thereof Buyer shall provide Seller with a tax-exemption certificate acceptable to the taxing authorities.
Promises of delivery from stock are subject to prior sale. Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller's reasonable control. Seller shall in good faith endeavor to meet estimated delivery dates. Seller shall not be liable to Buyer for any direct, incidental, consequential or special damages as a result of any delay caused or contributed to by circumstances beyond Seller's reasonable control. Seller may ship under or over the quantity ordered to the extent of ten per cent (10%) of quantity ordered. Quantities of small items may be determined by weight. Any claims for shortage must be made within 10 days from the date of shipment. Buyer must advise Seller at the time of any such claim as to the method used by Buyer in computing the count of parts. At Seller's option, Buyer may defer deliveries for not more than sixty days. If Buyer does not release the goods for delivery within sixty days, Seller reserves the right to ship to Buyer as originally agreed or to warehouse the goods at Buyer's expense.
Shipment dates are computed from the date Seller received order with complete specifications and/or drawing approval as required. Seller will do everything possible to maintain the shipping dates given herein, but Seller shall not be liable for delays in delivery or in performance or failure to manufacture or deliver due to causes beyond its reasonable control such as acts of God, acts of the Buyer, acts of civil or military authority, priorities, fires, strikes, or other labor disturbances, floods, epidemics, war, riot, delay in transportation or car shortages, or inability to obtain necessary labor, materials, components or manufacturing facilities. In the event of such delay, the date of delivery or of performance shall be extended for a period equal to the time lost by reason of the delay.
Quotations and acceptances are made on the basis that where Buyer is to inspect, inspection and acceptance of product shall be made at Seller's factory, prior to shipment.
LIMITED WARRANTY, EXCLUSIVE REMEDY AND WARRANTY DISCLAIMER
Seller warrants to Buyer that the goods shipped hereunder will be free from defects in material or workman-ship and will be the kind and quality specified in the order. The sales information received by the Buyer during the sales process does not supersede this warranty and the specifications of the product/equipment in force on the date of sale.
This warranty shall apply only to defects appearing within one (1) year from the date of shipment by Seller. Seller shall, in complete fulfillment of its liabilities under this warranty and if given prompt notice (within 30 days after the defect appears) by Buyer, correct, by repair or replacement or refund of purchase price, at Seller's option, FOB its factory, any such defect which shall appear under proper and normal use of its product/equipment.. The foregoing shall constitute the exclusive remedy of Buyer and the exclusive liability of Seller.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETER WRITTEN, ORAL, IMPLIED OR STATUTORY (EXCEPT AS TO TITLE). SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SELLER DOES NOT WARRANT ANY EQUIPMENT OF OTHER MANUFACTURERS DESIGNATED BY BUYER.
PROTECTION AGAINST INFRINGEMENT
Seller agrees that it will, at its own expense, defend any suits which may be instituted by any party against Buyer for alleged infringement of United States patents relating to the equipment of its own manufacture furnished hereunder, as used in the regular course of Buyer's business, provided Buyer shall have made all payments then due hereunder, and give to Seller immediate notice in writing of such suits and permits Seller to defend the same, and gives all needed assistance and authority to enable Seller so to do, and thereupon, in case of a final award of damages in such suit Seller will pay such award but Seller shall not be responsible for any compromise made without its written consent, nor shall it be bound to defend any suit or to pay any damages therein when the same shall arise by reason of the use of parts not furnished by Seller hereunder. In the event that the use of said equipment is enjoined, Seller, if unable within a reasonable time to secure for Buyer the right to continue using the said equipment will, at its own expense, either replace the said equipment with non-infringing equipment, or modify the said equipment so that the same becomes non-infringing or remove the enjoined equipment, and refund the sums paid therefore. The foregoing states the entire liability of Seller for patent infringement by said equipment or any part thereof.
Seller assumes no liability whatever for patent infringement of any equipment or part thereof manufactured to Buyer's design.
LIMITATION OF LIABILITY
Seller's liability for any claim of any kind (except "Protection Against Infringement") shall not exceed the purchase price of product/equipment, or portion thereof, which gives rise to the claim, whether such claim shall be for breach of contract, breach of warranty, negligence, or strict liability and whether such claim arises out of or results from this contract, or from the design, manufacture, sale, delivery, resales, installation, technical direction of installation, inspection, repair, operation or use of any product/equipment furnished under this contract.
Seller shall not be liable in any event for special, incidental, indirect or consequential damages including, but not limited to, loss of profits or revenue, loss of use of the equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, or claims of customers of Buyer for such damages, even if Warco could foresee or has been advised of the possibility of such damages.
Buyer and Seller expressly agree that these limitations on damages are allocations of risk constituting, in part, the consideration for this agreement, and also that such limitations shall survive the determination of any court of competent jurisdiction that any remedy provided in these terms or available at law fails of its essential purpose.
Material returned for credit or replacement will be accepted only when return authorization and related instructions have previously been obtained from Seller.
If payments of invoices are not made in conformance with standard terms of sale, a service charge will be made monthly until such time as the account is brought up to date.
Clerical errors are subject to correction.
All matters relating to the interpretation and effect of these terms and any authorized changes, modifications or amendments thereto shall be governed by the laws of the State of Missouri, USA. Whenever a term defined by the Uniform Commercial Code as adopted in Missouri is used in these standard provisions, the definition contained in said Uniform Commercial Code is to control. Any action for breach of the sales contract or any covenant or warranty contained herein must be commenced within one year after the cause of action has accrued.
NON-WAIVER BY SELLER
Waiver by the Seller of a breach of any of these terms and conditions shall not be construed as a waiver of any other breach.
If any term, clause or provision contained in the sales contract or terms and conditions of sale is declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity of any other term, clause or provision herein contained.
SELECTION, DESIGN, REPRESENTATION AND INDEMNIFICATION
Buyer represents that the goods sold to it by Seller are fit for their actual or intended use and that Buyer placed no reliance on Seller's skill or judgment in selecting suitable goods or materials or in the design of suitable goods and materials. Buyer represents that the use and installation of the goods shall be made in compliance with all applicable government requirements and industry standards. Buyer will defend, indemnify and hold harmless the Seller, its successors, assigns and subsidiaries from and against all costs (including reasonable attorney's fees), damages, and liabilities resulting from actual or alleged claims asserted or any penalties proposed or assessed against Seller for any alleged violation of any federal, state or local law, rule, regulation or standard, by reason of or in connection with any use of the goods delivered hereunder.
Any clause required to be included in a contract of this type by any applicable law or administrative regulation having the effect of law shall be deemed to be incorporated herein. Seller represents that with respect to the production of the articles and/or the performance of the services covered hereunder, it has fully complied with Section 12(A) of the Fair Labor Standards Act of 1938, as amended. Acceptance and execution of orders accepted by reason of any law or administrative regulation having the effect of law, or in order to carry out the intent or purpose of any such law or regulation or to acquiesce in a request by a government agency or official thereof, or contingent upon the continuation in effect of such law, regulation or request, may be canceled by Seller upon the expiration or withdrawal of such law, regulation or request, provided, however, that Seller, at its option, may complete such order.
Return of standard stock bushings may be allowed, subject to a $35.00 per unit inspection, test and repackaging charge and a 20% restocking charge provided the following conditions are met:
1. Bushing(s) must be in new condition in the original unopened carton.
2. Bushing(s) must not be freight damaged.
3. Buyer must request return not more than three months after the
date of the original shipment.
4. Buyer must have written permission to return the bushing(s). Return authorization
expires if the bushing(s) are not received at the factory within thirty days after the
date the return authorization is issued.
5. Buyer must return the bushing(s) freight prepaid and properly packaged to prevent
Products not listed above are special order and cannot be returned except under warranty conditions when authorized by the Seller.
For Release 11/01/2016:
2017 CMRT Compliance.
The issues of conflict minerals” are considered important by Warco, Inc. These minerals are mined in the Democratic Republic of Congo (DRC) and neighboring countries (hereinafter, "the covered countries"), and their extraction funds organizations that violate human rights, cause serious harm to the environment, perpetrate corruption, and are otherwise involved in illegal activity.
To fulfill our social responsibilities in our procurement activities, our policy prohibits the usage of illegally obtained conflict minerals as raw materials. Warco, Inc, remains in compliance with the Dodd Frank Act.