SALES TERMS AND CONDITIONS
All sales made by E.H. Wachs® (hereinafter called "Seller") to its customers (hereafter called “Purchaser”) are subject to the following Sales Terms and Conditions. Purchaser’s acceptance of these terms and conditions shall be made by either (a) Purchaser’s providing a purchase order number to Seller or (b) Purchaser’s acceptance of any product from E.H. Wachs, whichever occurs first.
1. Acceptance, Governing Provisions and Cancellation. No orders for products or services of E.H. Wachs shall be binding upon Seller until accepted in writing by an authorized official of Seller; and in all events any such order shall be subject to these terms and conditions of sale which shall be deemed part of such order upon acceptance thereof by Seller. No additional or different specifications will be binding upon Seller unless specifically agreed to in writing. Failure of Seller to object to provisions contained in any purchase order or other communication from a purchaser shall not be construed as a waiver of these terms and conditions, nor an acceptance of any such provisions. This contract and these terms and conditions shall constitute the entire agreement between Seller and Purchaser, and shall be governed by and shall be construed according to the internal laws of the State of Illinois. No order accepted by Seller may be cancelled or altered by the Purchaser except upon terms and conditions acceptable to Seller, as evidenced by Seller's written consent.
2. Delivery, Title and Risk of Loss. Unless otherwise stated on the invoice all shipments are FOB Seller's shipping point; legal title and risk of loss for products shall pass from Seller to Purchaser upon delivery to and receipt by carrier at Seller's shipping point. Seller reserves the right to make delivery in installments; unless otherwise expressly stipulated herein, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of his obligations to accept remaining deliveries.
3. Claims and Delays. Claims for shortages or other errors in delivery must be made in writing to Seller within 10 days after receipt of shipment, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser. Claims for loss or damage to goods in transit are the responsibility of Purchaser and must be made to the carrier and not to Seller.
Seller shall not be liable for any damage as a result of any delay to any cause beyond Seller's reasonable control, including, without limitation, an act of God, act of the purchaser, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, a war, riot, delay in transportation, inability to obtain necessary labor, materials, or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
4. Substitutes. Seller may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.
5. Minimum Order. All orders shall be subject to Seller’s minimum order amount of $100.00 USD, or a surcharge may be assessed. Purchaser may order additional items (such as tooling) at order acceptance to meet minimum order amount.
6. Returns. All returns must be pre-approved by Seller, and returned to Seller in resalable condition at Purchaser’s expense. Returns are subject to a 15% restocking fee; freight charges are non refundable. Standard tooling, bits and blades (new in original, factory sealed packaging) with a combined retail value of $100.00 USD or greater may be returned for credit without a restocking fee. Returned standard tooling with a combined retail value under $100.00 USD will not be accepted for return, and shall remain the property of the Purchaser. Non-standard, specially designed & manufactured tooling will not be accepted for return.
7. Terms of Payment. All prices are quoted, and payments must be received, in U.S. Dollars (USD). Unless otherwise expressly stated all prices are subject to change without notice. The price of goods on order but unshipped will be adjusted to the price in effect at the time of shipment. Quoted prices are, however, firm for the days designated. Products are sold FOB Lincolnshire, IL 60069 USA unless otherwise stated.
Invoices are due and payable within 30 days of invoice date ("due date") unless otherwise expressly indicated, and a late payment charge of one and one-half percent (1-1/2%) per month shall, at the option of Seller, be added to any invoiced amounts unpaid when due. Invoices may be submitted as partial shipments are made. If during the period of the contract the financial condition of the purchaser does not justify the terms of payment specified, Seller may demand full or partial payment in advance before proceeding with the contract. If shipment is delayed beyond the scheduled date by the purchaser, payment shall be due in full when Seller is prepared to make the shipment. If Purchaser defaults on any payment when due, then the entire contract price shall immediately become due and payable upon demand, or Seller, at their option without prejudice to other lawful remedies, may defer delivery or cancel this contract.
8. Taxes and Other Charges. Purchaser shall bear applicable federal, state, municipal, and other government taxes (such as manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, etc.) Taxes, fees or charges of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Purchaser, are not included in prices shown and must be added in sales record of Purchaser. Exemption certificates, valid in the place of delivery, must be presented to Seller at the order acceptance and prior to shipment if they are to be honored.
9. Warranties. Seller warrants products manufactured by it and supplied hereunder to be free from defects in materials and workmanship for a period of twelve months from date of shipment. If within such period any such products shall be proved to Seller's satisfaction to be defective, such products shall be repaired or replaced at Seller's option. Seller's obligation and Purchaser's exclusive remedy hereunder shall be limited to such repair and replacement, and shall be conditioned upon Seller's receiving written notice of any alleged defect within 10 days after its discovery and, at Seller's option, return of such product to Seller, F.O.B. its factory. Wear items such as feed screws, chain drives, clutch friction parts and consumables such as tooling and blades are excluded from warranty replacement.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES (EXCEPT OF TITLE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE. Seller shall not be subject to any other obligations or liabilities whatsoever with respect to products manufactured or furnished by it, or any undertakings, acts or omissions relating thereto.
10. Non-Liability for Damaged Apparatus. The Seller will not be responsible or liable for any damage resulting from improper storage or handling prior to placing the apparatus in service, and will not assume any responsibility, expense or liability for repairs made outside its works without proper written consent.
11. Patents. Seller will, at its own expense, defend any suits that may be instituted by anyone against Purchaser for alleged infringement of any patent relating to any products furnished by Seller hereunder, if such alleged infringement consists of the use of such products, or parts thereof, in Purchaser's business for any of the purposes for which the same were sold, and provided Purchaser shall have made all payments then due hereunder and shall give to Seller immediate notice in writing of the institution of any such suit and transmit to Seller immediately upon receipt all processes and papers served upon purchaser and permit Seller through its Counsel, either in the name of the Purchaser or in the name of Seller, to defend the same and give all needed information, assistance and authority to enable Seller to do so. In case of final award of damages in such suit, Seller will pay such award but will not be responsible for any compromise made without its written consent.
12. Compliance with U.S. Export Laws. If Purchaser delivers products to others who may use the products outside the United States, Purchaser acknowledges and shall advise others that the products are controlled for export by the U.S. Department of Commerce, and that the products may require authorization prior to export from the United States or re-export. Purchaser agrees that it will not export, re-export or otherwise distribute products in violation of any export control laws or regulations of the United States. Purchaser further warrants that it will not export or re-export, directly or indirectly, any products to embargoed countries or sell products to companies or individuals listed on the Denied Persons List published by the Department of Commerce, as may be in force from time to time. Purchaser shall indemnify and hold Seller harmless for any violation by Purchaser or any of Purchaser’s assignees, vendees or transferees of this Paragraph 11 and Paragraph 12 below.
13. Anti-Corruption. Purchaser agrees it has not made and will not make any direct or indirect payment, offer to pay or authorization to pay any money, gift or valuables to any government official or the immediate family of such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Purchaser in obtaining or retaining business, or securing an improper advantage.
14. Consequential Damages. Seller shall not be liable for any consequential, incidental or contingent damages whatsoever.
15. Shipping Weights. Seller shall not be responsible for the accuracy of shipping weights. Such weights are correct only within the limits necessary for estimated freight. For foreign shipments 20% should be added to approximate shipping weight.
16. Storage. If the products are not shipped within 15 days after notification to the Purchaser that they are ready for shipping, for any reason beyond Seller’s reasonable control including the Purchaser’s failure to give shipping instructions, Seller may store such products at the Purchaser's risk in a warehouse or yard or upon Seller's premises, and the Purchaser shall pay all handling, transportation and storage costs at the prevailing commercial rates upon submission of invoices therefore.
17. General. These terms and conditions, as published on the E.H. Wachs website located at www.ehwachs.com at the time of sale, are the official terms and conditions of sale between E.H. Wachs (Seller) and Purchaser, and may be amended from time to time without notice at Sellers sole discretion.
Sales Terms and Conditions Revised 3/10/11
EQUIPMENT RENTAL TERMS AND CONDITIONS
All rentals made by E.H. Wachs® (hereinafter called "Lessor") to its equipment rental customers (hereinafter called “Lessee”) are subject to the following Equipment Rental Terms and Conditions. Lessee’s acceptance of these terms and conditions shall be made by either (a) Lessee providing a purchase order number to Lessor or (b) Lessee’s acceptance of any equipment from Lessor, whichever occurs first.
1. Availability, Acceptance and Governing Provisions. All equipment rentals are subject to availability of equipment at time of order. No orders for equipment rental machines or products of E.H. Wachs shall be binding upon Lessor until accepted in writing by an authorized official; and in all events any such order shall be subject to these terms and conditions which shall be deemed part of such order upon acceptance thereof by Lessor. No additional agreements will be binding upon Lessor unless specifically agreed to in writing. Failure of Lessor to object to provisions contained in any purchase order or other communication from a Lessee shall not be construed as a waiver of these terms and conditions, nor an acceptance of any such provisions. This contract and these terms and conditions shall constitute the entire agreement between Lessor and Lessee, and shall be governed by and shall be construed according to the internal laws of the State of Illinois.
2. Rental Period. The rental period begins on the day of shipment from the originating rental facility, and ends on the day of the equipments return to the originating facility. No allowance is made for Sundays, Holidays or time in transit. Lessee is obligated to return equipment to the originating facility or incur additional expense unless other arrangements have been agreed to in writing by Lessor’s authorized official.
3. Equipment Usage. Lessee agrees that equipment usage shall be normal and customary, and warrants that Lessee is familiar and experienced in the safe operation of portable weld prep machining equipment. Training in proper handling and safe operation is strongly recommended for inexperienced or first time users of the equipment. Lessee agrees that equipment rental does not grant Lessee any title or property rights in the equipment, all title and property rights shall remain with the Lessor.
4. Condition of Equipment. Lessee hereby acknowledges receipt of the equipment in good working order. Lessee further acknowledges that it has examined the equipment and declares that it has received all of such equipment in secure and good working condition. Lessee’s failure to object in writing to the condition of the equipment within 6 hours after receipt thereof shall be deemed conclusive that all of the equipment was in good working order when delivered.
5. Minimum Order and Returns. All orders shall be subject to Lessor’s minimum order amount of $100.00 USD, or a surcharge may be assessed. Lessee may order additional items (such as tooling) at order acceptance to meet minimum order amount. Standard tooling, bits and blades (new in original sealed factory packaging) with a combined retail value of $100.00 USD or greater may be returned. Returned standard tooling with a combined retail value under $100.00 USD will not be accepted for return, and shall remain the property of the Lessee. Non-standard, specially designed & manufactured tooling will not be accepted for return. All returns must be pre-approved by Lessor and returned in resalable condition at Lessee’s expense. All tooling returns are not subject to a restocking fee, however freight charges are non refundable.
6. Payment. All prices are quoted, and payments must be received, in U.S. Dollars (USD). Unless otherwise expressly stated all prices are subject to change without notice. Terms of payment are Net 30 days on open account, Letter of Credit or Sight Draft. Visa, MasterCard and American Express are also accepted, COD or cash in advance may be required. Invoices are due and payable within 30 days of invoice date ("due date") unless otherwise expressly indicated, and a late payment charge of one and one-half percent (1-1/2%) per month may be added to any invoiced amounts unpaid when due.
7. Shipping and Freight Charges. The Lessee is responsible for all freight charges incurred on all equipment rental and accessory orders, both outbound and inbound, from the originating Lessor’s facility. Freight shipments arranged by Lessor are prepaid, and will be added to the Lessee’s invoice subject to an additional handling charge as applicable. Equipment may be shipped Freight Collect or charged to the Lessee’s shipping account if Lessor is supplied Lessee’s carrier information at order acceptance.
8. Taxes and Other Charges. Lessee shall bear applicable federal, state, municipal, and other government taxes (such as manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, etc.) Taxes, fees or charges of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Lessor and Lessee, are not included in prices shown and must be added in sales record of Lessee. Exemption certificates, valid in the place of delivery, must be presented to Lessor at order acceptance and prior to shipment if they are to be honored.
9. Damage, Loss or Missing Components. Lessee agrees to pay for any damage or loss of the equipment, regardless of cause, and keep the equipment, tools, and accessories in good repair and operating condition at all times. Equipment returned from Lessee inoperative, damaged or with missing components will be refurbished to original working order by Lessor at Lessee’s expense. Lessee shall be notified of refurbishing and missing component costs, including parts and labor, prior to the repair. All equipment which cannot be returned to Lessor due to nuclear contamination or other causes will be invoiced to Lessee at its current published list price.
10. Loaner Equipment. Loaner equipment is subject to these terms and conditions, ask your sales representative for details. As per equipment rental agreements, customer shall be responsible for all outbound and inbound prepaid freight charges, plus lost or damaged parts, on machines loaned while awaiting delivery of new equipment. Customer will be allowed (1) week after receipt of new equipment to return loaner equipment to the originating Wachs Facility. Standard weekly rental rates will be billed from 8th day onward until the loaned equipment has been received at the originating Wachs Facility.
11. Liability and Indemnity. The Lessee shall be liable for all damage arising from equipment rental use, misuse or negligence of Lessee, including any accidents to persons or property arising thereof. Lessee covenants and agrees to indemnify and hold harmless Lessor free from any and all claims, actions, suits, damages and liabilities, including attorney’s fees, arising out of, connected with, or resulting from the rented equipment and/or its complimentary tools or attachments. This includes, without limitations, the manufacture, selection, delivery, possession or use of the rented equipment.
12. Compliance with U.S. Export Laws. If Lessee delivers products to others who may use the products outside the United States, Lessee acknowledges and shall advise others that the products are controlled for export by the U.S. Department of Commerce, and that the products may require authorization prior to export from the United States or re-export. Lessee agrees that it will not export, re-export or otherwise distribute products in violation of any export control laws or regulations of the United States. Lessee further warrants that it will not export or re-export, directly or indirectly, any products to embargoed countries or sell products to companies or individuals listed on the Denied Persons List published by the Department of Commerce.
13. Anti-Corruption. Lessee agrees it has not made and will not make any direct or indirect payment, offer to pay or authorization to pay any money, gift or valuables to any government official or the immediate family of such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Lessee in obtaining or retaining business, or securing an improper advantage.
14. Consequential Damages. Lessor shall not be liable for any consequential, incidental or contingent damages whatsoever.
15. Subletting. No part of the equipment shall be sublet, transferred or assigned by Lessee or removed from the location at which it was intended by Lessor to be used, as represented by Lessee, except with the prior written consent of Lessor.
16. Title. Title to the equipment is now and at all times hereafter shall remain and be vested only in Lessor. Lessee shall keep the lessee's interest in this agreement and the equipment free from all liens and encumbrances.
17. Insurance. Lessee shall acquire comprehensive, all-risk insurance against loss, theft, damage or destruction of the equipment in an amount no less than the full insurable value of the equipment. Lessor shall be named insured on Lessee's insurance policy and all proceeds for such loss shall be payable solely to Lessor. Lessee shall also provide comprehensive general liability insurance (including products liability) in an amount not less than $1,000,000.00. Such insurance certificate shall provide Lessor with ten (10) days notice of any cancellation. A certificate of insurance must be received by Lessor before any equipment is shipped or allowed to be picked-up.
18. Default. In the event of Lessee's default or breach of any term or condition of this agreement, Lessor may terminate this agreement and declare the entire unpaid balance immediately due and payable, and in addition to any remedy provided by law, at Lessor's request Lessee shall immediately: (a) assemble the equipment and make it available to the Lessor at Lessee's premises, or at such other place as Lessor may designate; (b) permit Lessor to enter upon Lessee's premises and remove the equipment or render it unusable; or (c) permit Lessor to dispose of the equipment on Lessee's premises in such manner as Lessor may determine.
19. General. These terms and conditions, as published on the E.H. Wachs website located at www.ehwachs.com at the time of equipment rental, are the official equipment rental terms and conditions between E.H. Wachs (Lessor) and equipment rental customer (Lessee), and may be amended from time to time without notice at Lessor’s sole discretion.
Equipment Rental Terms and Conditions Revised 11/9/10
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