1. QUOTATIONS AND ACCEPTANCES
Unless otherwise specified herein, all proposals are subject to prior sale or disposition, for immediate acceptance and subject to change without notice. Acceptances of orders are made with the mutual understanding that orders are not subject to cancellation by Buyer except upon Seller's written consent. Seller reserves the right to cancel any order if prior to the date of shipment, all previously shipped goods have not been paid for when due. The shipping date is approximate only and is conditional upon delays, nonperformance occasioned by strikes, fires, or other causes beyond our control. Upon acceptance this agreement shall be an Illinois contract and shall be interpreted and administered for all purposes under the laws of Illinois.
Cash with order unless otherwise stated herein or agreed in writing. It is understood that there are no conditions or agreements outside of this written proposal and that all prior conversations, agreements or representations with reference to its subject matter are superseded and merged herein. All prices quoted are exclusive of federal, state, or local taxes and are subject to an increase equal to the amount of any such taxes either now in force or later imposed which are applicable to Buyer's order. Buyer agrees to pay any such taxes which may be billed as part of the selling price, or separately, if the Seller is required by any taxing authority to collect and pay such a tax. Unless otherwise specified herein, all sales are F.O.B. Seller's premises in Wheeling, Illinois and Buyer assumes all responsibility for transportation and all risk associated therewith. Care is taken to give reliable descriptions but these are not guaranteed and prospective purchasers are advised to check vital details. All sales are "As Is" or "As Inspected" unless otherwise specified herein. Seller reserves the right to correct typographical errors herein.
3. RETURN PRIVILEGE/DISCLAIMER WARRANTIES
Seller will accept the return of a machine sold within thirty (30) days from shipment, freight prepaid, for refund of the purchase price if conclusively proven mechanically unsatisfactory. In lieu of refund, Seller may repair such machine, at Seller's sole option. This return/repair privilege does not apply to machinery or equipment sold on an "as-is" basis or damaged in transit. Unless otherwise expressed in writing, all equipment sold at less than the original quoted price shall be considered an as-is sale. Unless otherwise provided herein, machinery or equipment purchased by Seller from third parties to fill customer orders do not carry a return/repair warranty unless specifically given by the third party seller. EXCEPT AS OTHERWISE PROVIDED HEREIN, SELLER WARRANTS ONLY THAT IT IS CAPABLE OF DELIVERING GOOD TITLE. SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
Where less than the entire purchase price is to be paid prior to delivery, title shall not pass to Buyer with delivery of the above personal property, but shall remain vested in Seller until the entire purchase price is paid. A 2% monthly service charge will be added to all overdue balances from the date of delivery. In the event that title is transferred or deemed to have been transferred by operation of law or otherwise, Buyer hereby grants and transfers to Seller, a security interest in favor of Seller in and to all machinery and equipment purchased from Seller pursuant hereto which shall come into Buyer's control or actual or constructive possession. This security interest shall secure the timely payment of all sums due to Seller from Buyer. Buyer agrees to sign and deliver to Seller such financing statements and such other documents as may be reasonably required for public filing or any other reason, all in form satisfactory to Seller and/or its attorneys as may, from time to time, be requested. Seller may, at its sole discretion, file any such financing statements or other documents. Buyer further agrees to pay any and all costs incurred by Seller (including reasonable attorney's fees) in connection with the documentation and perfection of Sellerâ€™s security interest. In the event that Buyer refuses to execute and deliver such financing statements within one (1) day of receipt thereof, the undersigned hereby irrevocably appoints any present or future officer of Seller as its lawful attorney in fact to take possession of, and to endorse in the name of the undersigned, any financing statement or similar instrument.
5. MACHINE USE AND SAFETY/RELEASE OF LIABILITY
Buyer acknowledges that the goods covered by this agreement are preowned (used) goods which were neither designed nor manufactured by the Seller; that Seller does not know the specific application of these goods by the Buyer; and that Seller does not know of alterations made by former owners. It is the Buyer's (user's) sole responsibility to provide proper safety devices and notices, equipment and other means which may be necessary or desirable, to safeguard the operator from harm for any particular use, operation, or set up, of machines to adequately safeguard all machinery and equipment to conform to all federal, state, and local government safety standards (including, but not limited to the Occupational Safety and Health Act if 1970 as amended), and all industry safety standards. BUYER HEREBY ACKNOWLEDGES THAT IT HAS THE SOLE AFFIRMATIVE DUTY TO INVESTIGATE AND IMPLEMENT SUCH DEVICES AND PRECAUTIONS AND TO OBTAIN MANUFACTURER INSTRUCTION MANUALS AND MATERIALS. Final determination of the suitability of the goods for the use contemplated by Buyer is the sole responsibility of Buyer, and Seller shall in no way be responsible for any suitability of the goods for any particular end use. In consideration of one dollar ($1.00), delivery of the subject machinery and/or equipment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer, for itself, its successors and its assigns, does hereby remise, release and forever discharge Seller, its successors and assigns, of and from all claims, demands, rights and causes of action of whatsoever kind or nature that it has or may have against Seller arising from or out of any use whatsoever (including resale) of the machinery or equipment sold pursuant to this agreement.
In consideration of one dollar ($1.00), delivery of the subject machinery and/or equipment, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer agrees to save, defend, indemnify and hold Seller harmless from and against any and all loss, damage, costs (including reasonable attorney's fees), awards, actions, causes of action, suits, claims, proceedings and demands whatsoever at law, in equity or by administrative or governmental proceeding which may be brought or threatened or which Seller may incur arising out of or in enforcing the terms of this agreement, or as a result of or arising from or out of any use (including resale) whatsoever of the machinery or equipment sold pursuant to this agreement, including but not limited to claims or liabilities based upon or resulting from any legal theory of strict liability or liability without fault applied to Buyer or Seller or to the original manufacturer of the subject machinery or equipment or to any party who sold the same to Seller, or based upon breach of any warranty of any kind, which risks Buyer specifically assumes, and/or from accidents caused:
i) By failure of Buyer, his employees, or agents to follow instructions, warnings, or recommendations furnished by or available from the manufacturer or Seller;
ii) By failure of Buyer to comply with federal, state and local laws applicable to such equipment including the Occupational Safety and Health Act of 1970 as amended;
iii) By any negligence or alleged negligence of Seller or any of Seller's officers, agents or employees occurring prior to time of delivery. Buyer shall notify Seller promptly of any accident involving the subject machinery or equipment, and in any event within thirty (30) days after occurrence, and shall cooperate fully with Seller, or Seller's agent in investigating and determining the cause of said accident.
7. CLAIMS - CREDIT
All claims for errors must be made in writing within five (5) days of delivery of goods. No credit allowed on goods returned without Seller's permission.
8. ENTIRE AGREEMENT OF SALE
This agreement constitutes the entire contract of sale of the goods named herein. No modification of this contract shall be binding upon Seller unless in writing and signed by an authorized officer of Seller, nor shall any modification be effected by Seller's acknowledgment or acceptance of Buyerâ€™s purchase order forms containing different terms. Any of the terms and provisions of Buyerâ€™s purchase order which are inconsistent with the terms and provisions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of the goods mentioned and referred to herein. Any reference by Seller to Buyer's purchase order shall not be deemed an assent by Seller to any inconsistent terms and conditions in such order. The sale and shipment by Seller of the materials covered hereby shall be conclusively deemed to be subject to the terms and conditions hereof. The covenants expressed herein shall be severable, and the invalidity, now or in the future, of any of the covenants recited herein shall not affect the validity of the remaining covenants.