Terms & Conditions
The following terms and conditions of sale become a part of the foregoing proposal and must be part of all orders for machined components, machine integration, hardware, software and special products (collectively “goods” or “equipment”), and applications engineering (“services”).
- Shipping terms are F.O.B. Port of Entry or F.O.B. Bartlett as appropriate.
- All prices are subject to change without notice and may be withdrawn at any time prior to EDM Department Inc. acceptance of Buyer’s order. In any event, prices become invalid thirty (30) days after date of quotation.
- Prices do not include excise, sales, use and transportation taxes of any taxing authority. If not included in the invoice for the goods or services, such taxes, if applicable, may be invoiced at a later date.
- Buyer may terminate this contract only with the consent of EDM Department Inc. and payment of the cancellation charges described below.
- Cancellation charges of 18% of quoted price will be promptly invoiced from EDM Department Inc. to Buyer for all standard goods as maintained on printed price lists. The cancellation charges for any custom goods or services (such as turnkey process development, custom option design, etc.) will be equal to EDM Department Inc.’s then-current time and materials charges for such goods or services up to the date of cancellation.
Delivery; Security Interest
- As stated in this quotation, delivery is subject to prior sale and to confirmation by EDM Department Inc. at time of placing order.
- Delivery is subject to unavoidable delays, and EDM Department Inc. shall be free of any and all liability and penalty for delayed shipment because of any cause not within EDM Department Inc.’s control, including but not limited to: strikes, fire, accident, explosion, lockout, war, or acts of God, or because of any regulatory requirements and/or priority system established by the United States Government, any of its agents, or any other authority having jurisdiction. (Any applicable priority rating must be clearly indicated on each order.)
- Delivery is based on the assumption that all required technical data and other requested information, including approval drawings, special documentation or special components, if applicable, are received from Buyer in accordance with the schedule specified by EDM Department Inc.
- EDM Department Inc. hereby reserves a purchase money security interest in the equipment, all additions and accessions thereto and all proceeds thereof to secure payment of the purchase price due hereunder. Such security interest shall be retained until such purchase price is paid in full. Buyer shall permit EDM Department Inc. to file this agreement or financing statement(s) pursuant to the applicable Uniform Commercial Code or other applicable laws to evidence and/or perfect EDM Department Inc.’s security interest in the equipment. On request, Buyer shall execute any and all documents and agreements in this regard and assist EDM Department Inc. in the filing thereof. Until full payment for the equipment, Buyer shall not permit any liens or encumbrances to be placed on the equipment and shall cause any such liens or encumbrances to be promptly discharged.
Exclusion of Warranties and Limitation of Liability
- EDM Department Inc. warrants the goods it manufactures (excluding machined components) to the original Buyer only, and not to any other person or entity, for a 12-month period from date of shipment of the equipment from Bartlett, Illinois or Port of Entry, or as explicitly stated in EDM Department Inc.’s invoice to Buyer, to repair or replace, at EDM Department Inc.’s sole option, any equipment which is defective in original material or workmanship so as not to perform the functions expressly stated in EDM Department Inc.’s Specifications and Descriptions, at no cost for any actual material or parts used as replacement, and at such cost for service as is specified in Service below, provided such equipment is installed, maintained, and operated under proper conditions by competent, adequately trained personnel. Equipment or parts which have been subject to abuse, misuse, accident, neglect, unauthorized repair or installation are not covered. EDM Department Inc. shall make the final determination as to the existence and cause of the alleged defect. Replacement parts will be warranted for the remainder of the 12-month equipment warranty, or the standard repair part warranty, whichever is greater. Under no circumstances will EDM Department Inc. be liable for damages or claims with respect to any goods that the Buyer in any way or degree has processed or changed in dimension or characteristic from that delivered. OTHER THAN SUCH LIMITED WARRANTIES, ITEMS ARE PROVIDED HEREUNDER AS IS, AND NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, WHETHER IN RELATION TO MERCHANTABILITY, HIDDEN DEFECTS, FITNESS FOR PARTICULAR PURPOSE, COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE, NONINFRINGEMENT OR OTHERWISE IS GIVEN BY EDM DEPARTMENT INC. TO BUYER OR ANY OTHER PARTY.
- Further, because of conditions over which EDM Department Inc. has no control attending a Buyer’s use of goods sold, the parties agree that the Buyer’s sole and exclusive remedy against EDM Department Inc. for any breach of warranty or other term or condition shall be for the replacement or repair of the defective goods, and such remedy shall be exclusive. The choice of the particular remedy specified above shall be made by EDM Department Inc. in its sole discretion. Buyer agrees that no other remedy (including, but not limited to, incidental, exemplary, special or consequential damages for lost profits, lost sales, lost production, downtime, overhead, labor, injury, or damage to person or property, spoilage or any other incidental or consequential loss whether any action, claim or loss is based on contract, strict liability, tort or otherwise) shall be available to Buyer.
- The warranty period for third party components and equipment supplied as a part of this order shall be limited to the warranty of the Original Equipment Manufacturer.
Modifications and Errors
EDM Department Inc. reserves the right to modify or change any equipment sold hereunder in whole or in part, at any time prior to the delivery thereof to include therein refinements deemed appropriate by EDM Department Inc. but without incurring any liability to modify or change any product previously delivered or to supply new products in accordance with earlier specifications or prices.
All service work for defects in equipment repaired or replaced during standard hours under the warranty provisions as described above, will be provided during straight time working hours, using commercial transportation means at no cost to Buyer except that service work for purchased accessories will be provided only under those terms as the manufacturer may give to EDM Department Inc. and to the extent enforceable by EDM Department Inc.. The Buyer agrees to make the equipment immediately available and to provide at no cost, operators, programmers, maintenance personnel, tools and other assistance as required. All service work on equipment not covered by EDM Department Inc.’s warranty, or all service work performed after the applicable warranty period, as defined in Exclusion of Warranties and Limitation of Liability above, has expired will be charged at the prevailing rate, plus all expenses, transportation material and parts.
Export or Reexport
EDM Department Inc. goods and services are regulated for export by the United States, may be subject to other trade rules and regulations, and may be classified under the U.S. Commerce Control List of the EAR. Accordingly, the export of EDM Department Inc. goods and/or services to a foreign country may require an export license. Additionally, the release of EDM Department Inc. technical data or any software package (source code) to a foreign national in the United States may be considered a “Deemed Export” under the EAR. See 15 C.F.R. § 734 (2006). EDM Department Inc. will comply with all applicable export rules and regulations governing the exportation of its goods and services (including technical data) and, at its sole discretion, will determine whether an export license must be obtained. Provided, however, the Buyer shall provide all necessary information for EDM Department Inc. to make such licensing determination, including but not limited to: end-user statements, letters of assurance, foreign national information, or other information as requested by the applicable governmental agency. EDM Department Inc.’s acceptance of a purchase order is expressly made conditional on the issuance of any required export license or approval. We hereby urge your independent review and understanding of any relevant export controls and regulations which pertain to your EDM Department Inc. purchase.
Buyer agrees that it shall not, directly or indirectly, export or transmit any EDM Department Inc. goods and/or support services covered by this Agreement to any country or end-user to which such export is restricted by any applicable regulations of the United States or any agency thereof, without the prior written consent from the United States Department of Commerce, Washington, D.C. 20230, and any other required governmental agency.
All claims by Buyer against EDM Department Inc. that goods shipped hereunder or services provided hereunder do not conform to specifications, and all other claims made hereunder by Buyer, must be in writing and received by EDM Department Inc. within the warranty period and within ten (10) days of the date of Buyer’s detection of defect. Failure to give such notice with such time period shall constitute a waiver by Buyer of all claims with respect to such goods or services. Also, no goods are to be returned to EDM Department Inc. without an EDM Department Inc. Return Goods Authorization (RGA). Goods shipped to EDM Department Inc. without such approval may be returned to Buyer at Buyer’s expense.
Delivery of equipment to a carrier by EDM Department Inc., consigned to Buyer or as Buyer may direct, shall constitute transfer of title, ownership, possession and property in, and to the equipment at such point of delivery, and such carrier shall thereafter be deemed to be acting for Buyer and the equipment shall thereafter be at Buyer’s risk.
All federal, state, local, municipal or other excise, sales, use, property, or other taxes or fees, import duties and charges, are the responsibility of the Buyer.
The specifications referenced herein were in effect at the time this proposal was approved for printing. EDM Department Inc. reserves the right to discontinue or to make changes on any model at any time, and to change specifications or design without notice, and without incurring any obligation to Buyer or any third party.
EDM Department Inc.’s acceptance of all orders is expressly made conditional on assent to the foregoing terms and conditions. Goods shipped prior to such assent are shipped as an accommodation only. If Buyer does not accept the goods on these terms, they are to be returned at once, unopened and unused, subject to prompt payment of appropriate cancellation charges. Otherwise, receipt of such goods will be deemed assent to the foregoing terms and conditions. EDM Department Inc. will negotiate terms and conditions in Buyer’s order, or any other form of Buyer which, in any way, add to, conflict with, reduce, or affect the foregoing terms and conditions.
If additional terms and conditions have been negotiated with Buyer in conjunction with this order, the negotiated terms and conditions are specifically referenced in the body of the Order Acknowledgment, and will take precedence over these standard terms and conditions. The interpretation, validity and performance of this agreement shall be governed by the Laws of the State of Illinois, without resort to its conflict of rules thereof. The rights and obligations of the parties shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.