a. F.O.B. point of origin
b. Subject to change without notice at any time prior to acceptance of Purchaser’s order by Seller’s home office, as evidenced by Seller’s formal acknowledgment.
c. Firm upon Seller’s acceptance of Purchaser’s order as evidenced by Seller’s formal acknowledgment unless escalation terms are included in the terms of sale.
d. Prices do not include sales, use, excise or similar taxes. Consequently, in addition to the prices specified, the amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of the equipment shall be the responsibility of and paid by the Purchaser; or in lieu thereof, the Purchaser shall provide the Seller with a tax-exemption certificate acceptable to the taxing authorities.
2. SHIPPING SCHEDULE
a. Computed from the date of acknowledgment of the order or, in the case of special items, from the date Seller receives complete information necessary to proceed with design and manufacture.
b. The shipping date is estimated but not guaranteed and subject to the following:
- Subject to any mandatory changes that may be caused by procedures or priorities which may be set up by the U.S. Government or any of its agencies.
- Seller shall have no liability for loss or damage resulting from a delay in scheduled delivery caused by war, riots, strikes, labor disputes, fires, serious accidents, delays in receipt of parts or materials from suppliers or subcontractors, design or engineering problems relating to Purchaser’s order, natural disasters, delay in shipping items needed by Seller to test or complete Purchaser’s order, or any other circumstances beyond Seller’s control.
- Under no circumstances shall Seller have any liability whatsoever for loss of use or for any incidental or consequential damages due to delay in scheduled delivery.
c. All shipments normally will be made via the most economical means and routing consistent with service requirements and type of product involved. Unless otherwise instructed, Seller will select the means of transportation and the routing.
3. ELECTRICAL EQUIPMENT
a. When not supplied by Seller, electrical equipment is to be purchased in accordance with Seller’s detailed specifications and will be subject to an installation charge for mounting and wiring at Seller’s factory.
b. Wiring and protective conduit from Purchaser’s power supply to the machine control is not included in Seller’s quotation. Protective conduit from the control to the machine is not included in Seller’s quotation.
4. TIMESAVERS WARRANTY
5. SAFETY PRECAUTIONS
Purchaser shall use and shall require its employees to use all safety devices, guards, and proper safe operating procedures as set forth in manuals and instruction sheets furnished.
6. PRODUCTION ESTIMATES AND PERFORMANCE
a. All working drawings or other materials provided by Seller are for general informational purposes only, and may or may not relate to Purchaser’s order or other machines or equipment. Any specifications contained therein are not binding on Seller except as expressly so stated in this form or other written form. Seller reserves the right to make, at any time, such changes in detail of design or construction as shall in the sole judgement of Seller constitute an improvement over former practice.
b. Production data, where given is based on Seller’s careful analysis and understanding of the limits of accuracy, machinability of materials, amount of material to be removed, handling facilities provided, and locating points, but is nonetheless an estimate only, and is not guaranteed or warranted. In no event shall Seller be responsible for performance figures supplied by Seller’s suppliers, Distributors or other parties. If the equipment is to be subject to acceptance tests before shipment, rejection under this clause must take place prior to shipment.
c. Seller shall have the right at any time to discontinue the manufacture or sale of any of its products, to make changes in design and to add improvements to any of its products without incurring any obligation to install the same on any products previously manufactured or sold by seller.
a. Following acceptance, this order may not be canceled without consent of the Seller.
b. Seller shall have the absolute right to cancel and refuse to complete this order (1) if at any time all terms and conditions governing this order (including any requirement of progress payments) are not strictly complied with by the Purchaser, and/or (2) if at any time the Purchaser becomes bankrupt or insolvent.
c. In the event of cancellation by Seller as set forth above, or the Seller consents to the request by the Purchaser to stop work or to cancel the whole or any part of an order, the Purchaser shall make payments to the Seller as follows:
- Any and all work that can be completed within thirty (30) days from date of notification to stop work on account of cancellation shall be completed, shipped, and paid in full.
- For work in progress and any materials and supplies procured, or for which definite commitments have been made by the Seller in connection with the order, actual costs and overhead expenses determined in accordance with generally accepted accounting practice plus fifteen percent (15%).
8. TERMS OF SALE
a. On all orders for a special or modified machine, the Terms of Sale are:
- 50% down payment with order
- 45% prior to shipment
- balance net 30 days, or upon acceptance at customer’s facility, whichever occurs first
b. On orders with total value of less than $35,000, the Terms of Sale are:
- Net 30 Days
c. On orders with total value in excess of $35,000, the Terms of Sale are:
- 35% down payment with order, 60% prior to shipment, balance net 30 days, or upon acceptance at customer’s facility, whichever occurs first
d. Delinquency Charges:
- If shipment is delayed by Purchaser, a storage fee will be charged in the amount of 1% of the Sales Price per week of delay.
- Seller, Timesavers, will charge two percent interest per month (24% per annum), on all balances not paid by the Purchaser within designated net terms.
9. STATUTE OF LIMITATION
Any action for breach of the contract must be commenced within one year after the cause of action has accrued.
Title passes from Seller to Purchaser and risk of loss is borne by Purchaser when the equipment is delivered to the carrier at the F.O.B. point stated herein unless otherwise designated in this proposal. All reports of and claims for damage resulting from or incurred in transportation must be filed with the carrier by the Purchaser.
11. PLACE OF CONTRACT
This contract shall be construed in accordance with the laws of the State of Minnesota and the Purchaser hereby consents to the jurisdiction of the courts of the State of Minnesota which shall have sole and exclusive jurisdiction over this contract and any controversies arising out of this contract.
The Conditions of Sale stated herein, together with any instructions appearing on the face and reverse side hereof, and together with any specifications which accompany these Conditions of Sale, constitute an offer by the Seller upon Terms and Conditions appearing herein. Acceptance of this offer is limited to the terms, conditions, specifications, and prices set forth herein or attached hereto and any additional terms, conditions, specifications and/or prices are rejected unless expressly agreed to in writing by Timesavers. Any reference made to Purchaser’s purchase order does not imply acceptance of any terms and/or conditions on such purchase order.
The foregoing comprises the Seller’s and Purchaser’s entire agreement, and constitutes a final written expression of all the terms of the agreement between the Seller and Purchaser, and is a complete and exclusive statement of those terms. Any and all representations, promises, warranties, or statements by Seller’s agents or employees that differ in any way from the terms of this written agreement shall be given no force or effect. On any order placed pursuant hereto, the above provisions entirely supersede any prior oral or written correspondence, quotation, or agreement. There are no agreements between Seller and Purchaser in respect to the product quoted herein except as set forth in writing and expressly made a part of this quotation. The designs and specifications of all products sold by Seller are subject to change without notice, and in the event of any such changes, Seller will have no obligation whatsoever to make similar changes in a product previously ordered by the Purchaser. Purchaser may not assign this agreement without the written consent of the Seller.
Wherever used herein, Seller shall mean Timesavers. Purchaser shall mean the customer placing the order with the Seller.