Terms and Conditions
1. PRICES All previous prices are currently withdrawn.
2. ACCEPTANCE If the terms and conditions herein (the “Terms and Conditions”) differ in any way from the terms and conditions of Buyer’s order, or if these Terms and Conditions are construed as an acceptance or confirmation acting as an acceptance, then the Seller’s acceptance is EXPRESSLY CONDITIONED ON BUYER’S ACCEPTANCE OF AND AGREEMENT TO ANY TERMS AND CONDITIONS SET FORTH HEREIN, THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE IN BUYER’S ORDER. In addition, this writing shall constitute notice of objection to any terms and conditions in Buyer’s order that differ from, or are in addition to, the Terms and Conditions herein. If the Terms and Conditions herein are construed as an offer, acceptance of such offer is EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS SET FORTH HEREIN. In any event, Buyer’s acceptance of goods from Seller shall constitute Buyer’s acceptance of and agreement to the Terms and Conditions. These Terms and Conditions shall not be supplemented or modified except as agreed to in writing and signed by Seller.
3. EXPRESS WARRANTIES, CONDITIONS, AND EXCLUSIONS
A. Warranty Subject to the conditions and exclusions set forth below, Seller warrants to Buyer (i) that Seller holds and will pass marketable title to the goods sold hereunder; (ii) that the goods sold hereunder will be free from defects in materials and workmanship (subject to tolerances and variances permitted by the trade hereunder) for the applicable warranty period set forth in Seller’s standard warranty and limitation of liability (the “Standard Warranty”), provided, however, that the glasswasher shall have a one (1) year labor warranty and refrigeration parts shall have a one (1) year labor and parts warranty.
B. Conditions and Exclusions The express warranty set forth above (the “Warranty”) is subject to the following conditions and exclusions: (i) Buyer shall not assign its rights under the Warranty and any attempt by Buyer to assign such rights shall render the Warranty, but not any disclaimers or limitations, void, and the goods shall be sold AS IS; (ii) all goods shall be carefully installed by persons who are trained and certified professionals with respect to such installations, and be installed, used, repaired and maintained by Buyer in accordance with all applicable local laws, codes and regulations; (iii) goods covered by the Warranty shall be warranted in connection with original installation only; (iv) Seller shall not be liable by Buyer’s failure to provide a continuously suitable environment, including, without limitation, neglect or misuse, failure or sudden surge of electrical power, improper air conditioning or humidity control or any other cause other than ordinary use; (v) Seller shall not be liable for any damage arising from the use of any goods in any application other than the commercial and industrial applications for which they are intended; (vi) Seller shall not be liable for damage caused by fire, flood, earthquake, water, severe wind, lightning or other natural disaster, strike, inability to obtain materials or utilities, war, terrorism, civil disturbance or any other cause beyond Seller’s reasonable control; and (vi) Seller shall not be liable for any statements made about the goods by salesmen, dealers, distributors or agents, unless such statements are in a written document signed by an officer of Seller.
4. DISCLAIMER OF IMPLIED WARRANTIES Seller makes no other warranties or conditions, express or implied, included, without limitation, the implied warranties or conditions of merchantability and fitness for a particular purpose. Specifically, except as provided herein and in the standard, seller undertakes no responsibility for the quality or the goods or that the goods will be fit for any particular purpose for which purchaser may be buying the goods. Any implied warranty is limited in duration to the warranty period. No oral or written information, or advice given by the company, its agents or employees, shall create a warranty or in any way increase the scope of this limited warranty.
5. LIMITATIONS OF LIABILITY Buyer acknowledges that the following limitations of Seller’s liability are fair and reasonable and shall apply to any act or omission hereunder, as well as to any breach of contract to which these Terms and conditions form a part.
A. Disclaimer of Damages In no event shall seller (including its subsidiaries, affiliates, officers, directors, employees, or agents) be liable for any special, consequential, incidental or exemplary damages arising out of or in any way connected with the goods or otherwise, including, without limitation, to damages for lost profits, cost of substitute or replacement goods, down time, lost data, injury to property or any damages or sums paid by buyer to third parties, even if seller has been advised of the possibility of such damages. The foregoing limitation or liability shall apply whether any claim is based upon principles of contract, tort or statutory duty, principles of indemnity or contribution, or otherwise. In no event shall seller be liable to buyer or any other party for loss, damage, or injury of any kind of nature arising out of or in connection with this warranty in excess of the purchase price of the goods actually delivered to and paid for by the buyer. The buyer’s remedy in any dispute under this warranty shall be ultimately limited to the purchase price of the goods to the extent the purchase price has been paid.
B. Notice and Time of Claims Buyer agrees (i) to check and inspect all products against shipping papers and for damage or shortage upon receipt of goods at destination; (ii) that any claim for loss, damage in transit, or other cause visible upon inspection shall be made within five (5) days of receipt; (iii) that the parties expressly waive the statute of limitations and that any legal proceeding for any cause of action arising from or relating to this contract shall be waived unless commenced within two (2) years after the accrual of such cause of action.
6. ATTORNEY’S FEES Buyer agrees to reimburse Seller for any costs and expenses, including reasonable attorney’s fees, incurred by Seller as a result of any breach or default by Buyer of its obligations hereunder.
7. TERMS Net 30 Days for those firms furnishing satisfactory credit reference. Interest on accounts overdue more than thirty (30) days will be charged at a rate of 2% per month or the highest rate permitted by law, whichever is lower (the “Overdue Rate”).
8. QUOTATIONS Unless otherwise stated, quotations are for 90 day acceptance.
9. MINIMUM ORDER $25.00 Net.
10. SHIPPING TERMS The method of shipment and carrier shall be determined by Seller unless Buyer shall have specified a method of shipment and carrier (more) than ten (10) days prior to scheduled shipment. Title and all risks of loss or damage shall pass to Buyer upon delivery to carrier. We are not responsible for any delays in delivery which are beyond our control such as fires, strikes, delays in transportation or any similar contingencies. We reserve the right to ship via carriers that in our opinion are the most efficient. Where possible, customer’s routing will be followed. All orders shipped prepaid will have a nominal administration charge per freight bill.
11. RETURNS Custom and modified equipment, Rotary and Front Door Style Glass Washers, and Underbar Workstations without cold plates are not returnable. Return authorization for all other items must be requested within 90 days. All underbar and refrigeration equipment may only be returned with original white protective film in place. No returns are to be made to Seller without first obtaining a return authorization. No returns will be accepted or credited without such prior authorization and returns may be subject to a restocking charge of 25% of the purchase price plus transportation charges.
12. SHORTAGE Krowne must be notified in writing within 5 days of receipt of shipment.
13. TAXES Buyer will pay when due any and all taxes, tariffs, fees and assessments or any other similar charges imposed upon this contract, the goods covered hereby or the delivery, installation, use or resale thereof. If Buyer fails to pay any such amount when due, Seller may elect to pay it and Buyer shall promptly reimburse Seller for such payment, together with interest at the Overdue Rate.
14. GOVERNING LAW This agreement, and all matters arising hereunder, shall be interpreted and resolved in accordance with the laws of the State of New Jersey, without giving effect to conflict of law of principles and excluding the United Nations Convention on the International Sale of Goods. Buyer and Seller submit to the personal jurisdiction of the state and federal courts of the State of New Jersey and agree that such courts will have jurisdiction over them in connection with any matter relating to or arising under this agreement. Service of process may be made by registered or certified mail, return receipt requested, to the last known address of the party being served. Process may also be served by any other legal means and Seller may bring an action with respect to any such matter in another jurisdiction.
15. PRINTS AND DRAWINGS All prints and drawings submitted with orders will be accepted as correct sizes and any errors arising from the same will be the responsibility of the Buyer. There are no returns or cancellations for equipment built to your specifications.
16. PRODUCT IMPROVEMENT Due to our commitment to continued product improvement, specifications are subject to change without notice.
17. MISCELLANEOUS If any of the foregoing Terms and Conditions is declared illegal or unenforceable by a court of competent jurisdiction, it will be ineffective only to the extent of such illegality or unenforceability, without affecting the validity and enforceability, without affecting the validity and enforceability of the other Terms and Conditions. The headings used herein are inserted for convenience of reference of these Terms and Conditions. All prices are in U.S. Dollars.