All PROPOSALS are provided in accordance with these TERMS OF SALE (TERMS). All PURCHASE ORDERS (ORDERS) by BUYER are subject to acceptance by Chant Engineering Company Inc. (SELLER). Acceptance of an ORDER is expressly limited to these TERMS OF SALE and the terms and conditions contained in the PROPOSAL; any additional or different terms and conditions contained in BUYER’s ORDER or response hereto shall be deemed objected to by SELLER and shall be of no effect nor in any circumstances binding upon SELLER, unless expressly agreed otherwise in writing by SELLER.
Unless previously withdrawn, SELLER’s PROPOSAL is open for acceptance within the period stated therein or when no period is stated, within 30 days from the date of SELLER’s PROPOSAL.
All descriptions and illustrations contained in SELLER’s brochures, price lists, website, advertisements and all specifications, drawings and any other documents contained therein submitted with any proposal to BUYER or otherwise communicated to BUYER are intended merely to present a general idea of GOODS and SERVICES (GOODS) described therein and nothing contained in any of them shall form any part of the contract unless otherwise stated in SELLER’s PROPOSAL. GOODS include, but are not limited to, prooftest machines, grips, test stands, testing machines, swagers, annealing machines, cutting machines and associated equipment, and any other related products, and services such as calibrations, repairs, rebuilds, training, consulting, material and component testing and transportation.
Unless otherwise specified in SELLER’s PROPOSAL the price excludes the cost of delivery of GOODS/SERVICES. The prices proposed herein do not include any federal, state, or other taxes including duties, income or other import/export fees levied on the GOODS/SERVICES, or their use or sale. Any immediate or retroactive Sales tax or any use tax or similar fees are the responsibility of the BUYER. BUYER agrees to reimburse SELLER for any additional costs attributed to changes in the specifications or design of the GOODS furnished hereunder which are requested by BUYER. SELLER will issue a supplementary proposal to BUYER covering such changes and will not proceed with their implementation prior to receiving BUYER approval. BUYER agrees that all deposits paid the Chant Engineering Co. Inc. are non-refundable.
- Variation, Delay and Cancellation
If SELLER is prevented from proceeding with the ORDER by reason of delay or suspension by the BUYER, any costs reasonably incurred by SELLER as a result of such events shall be reimbursable to SELLER. Any request by the BUYER for deferral of delivery shall also result in additional costs which will be charged to the BUYER. Upon BUYER’s request, SELLER will complete the supply or manufacture of GOODS, invoice BUYER and hold GOODS for the BUYER at BUYER’s risk and expense. If BUYER wishes to cancel the ORDER at any time, BUYER shall notify SELLER formally in writing. SELLER will make safe all finished and partly finished GOODS and terminate all incomplete suborders and / or subcontracts. The costs of all work up to the time of cancellation, together with all costs incurred in making safe finished and partly finished GOODS and any cancellation costs incurred by SELLER, plus a reasonable profit, will be charged to BUYER. Under such circumstances, finished or partly finished GOODS will become BUYER’s property with the agreed terms of payment.
Terms of payment shall be as specified in the PROPOSAL and, unless otherwise agreed, payment shall be made within 30 days from the date of invoice. (No discounts shall be provided for payments earlier than 30 days.) Late payments shall accrue interest at the rate of one- and one-half percent (1.5 %) per month, or the highest interest rate allowable by applicable law, whichever is lower. BUYER shall pay all of SELLER’s costs and expenses including reasonable collection agency and attorney’s fees) to enforce and preserve SELLER’s right to collect all amounts payable by BUYER to SELLER. In addition, in the event that BUYER becomes delinquent in the payment of any sum due to SELLER, SELLER shall have the right to suspend performance under any ORDERS until such delinquency is corrected. Partial shipments made under any ORDER shall be treated as a separate transaction and payment thereof shall be made accordingly. In the event of any default by BUYER, SELLER may decline to make further shipments without, in any way, affecting its rights under such ORDER or any other ORDERS or agreements between SELLER and BUYER. BUYER also agrees that if there is a default of any payment amount, SELLER may refuse to service, and that product may be shut off until payment is received in full. All deposits made to Chant Engineering Co. Inc. are non-refundable.
- Pre-delivery Inspection / Tests
All GOODS supplied pursuant to the ORDER will be subjected to SELLER’s standard inspection and test procedures prior to shipment together with any additional tests and / or inspection identified in SELLER’s PROPOSAL. Should BUYER require any additional testing or inspection, or to be present at SELLER’s standard testing, such attendance and any additional testing required by BUYER’s then defined requirements will constitute a change to the ORDER and all additional costs will be payable by BUYER.
Unless otherwise stated in SELLER’s PROPOSAL, delivery dates are estimates only and are based, among other things, on the timely receipt of full and final technical information, approval drawings, supply of units under test, etc. from BUYER. SELLER shall not be liable for any loss, liability, damages (whether direct, indirect or consequential) or other obligations because of any delay or failure to deliver all or any part of any ORDER for any reason, including, without limitation, SELLER’s active or passive negligence or any cause beyond SELLER’s control. The SELLER shall be entitled to deliver the GOODS in one or more consignments unless otherwise expressly agreed. Delivery shall be deemed to take place when SELLER or his agent shall have delivered the GOODS to the point of delivery defined in the ORDER. Unless otherwise specified in SELLER’s PROPOSAL, BUYER shall be responsible and assumes all risk for unloading the GOODS at the point of delivery. If SELLER does not receive sufficient delivery instructions to enable it to dispatch the GOODS within 14 days of notification of BUYER that the GOODS are ready for dispatch, they shall be deemed to have been delivered for payment purposes.
Note: Lead time may vary depending on workload at time of order.
- Passing of Title and Risk
Unless SELLER otherwise specifies, delivery will be made F.O.B., SELLER’S manufacturing plant or branch and title to GOODS and risk of loss or damage to GOODS shall pass to BUYER at that point. SELLER shall not be liable for any loss of any kind to BUYER arising from any damage to the GOODS occurring after the risk has passed to BUYER however caused, nor shall any liability or obligation of BUYER to SELLER be diminished or extinguished by reason of such loss.
- Inspection And Acceptance of GOODS
BUYER shall inspect the GOODS immediately upon receipt thereof and shall within five (5) days give notice to SELLER in detail of any grounds on which BUYER alleges that the GOODS are damaged, defective or not in accordance with the contract. If BUYER fails to give such notice the GOODS shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination of the GOODS and BUYER shall be deemed to have irrevocably accepted the GOODS accordingly. Notwithstanding the foregoing, any use of the GOODS by the BUYER for any purpose after delivery therefore, including production or any other work, shall constitute an irrevocable acceptance of the GOODS by BUYER.
- Product Returns and Restocking Fee
In the event it is necessary to return products to SELLER, BUYER must obtain a valid Return Authorization Number or RA. BUYER must then ship product back to SELLER at BUYER’S expense along with a copy of the authorized RA form. NO PRODUCT RETURNS WILL BE ACCEPTED BY SELLER IF NOT ACCOMPANIED BY A VALID RA NUMBER. Product returned without a RA number will either be refused or returned to BUYER at BUYER’S expense. SELLER is not liable for loss or damage to unauthorized product returns. Once issued, RA numbers are valid for 30 days. Any returns received after 30 days of the issuance of an RA will be refused. BUYER is responsible for all return freight charges, including taxes, customs and duties if applicable.
All products returned for credit must be new and undamaged. Product may not be returned if it is non-standard, made-to-order, or manufactured to BUYER’S specific design or specification or is outdated or phaseout stock product. Any product returned with marked box, damaged box, missing components, (e.g. cables, manuals, etc.), or other damage not caused by SELLER will be assessed a higher restocking fee to cover the cost of replacements. All Products returned are subject to inspection. Un-saleable and damaged merchandise may be credited at salvage value or less costs of repairs. Credit can be issued only on Products re-saleable as new. SELLER may at its option issue credit at prices prevailing at time of shipment, or time of return, whichever is lower, less the any applicable restocking or other charges. Returns authorized by SELLER will be subject to a restocking fee and BUYER will pay all transportation costs associated with the return, including taxes, customs and duties, if applicable. Product returned in original condition will be assessed a minimum 25% restocking fee.
- Confidentiality and Intellectual Property Rights
SELLER retains for itself all of its intellectual property rights in any supporting documentation supplied hereunder, including but not limited to all designs, engineering details, software, manufacturing fixtures, and other data or information pertaining to any GOODS sold except where such rights are assigned under written agreement by a corporate officer of SELLER. No title to or ownership of any manufacturing procedure or service or any parts thereof is transferred to BUYER by any delivery of such information to BUYER hereunder.
For a period of thirty six (36) months from the date of this Agreement, you shall not directly or indirectly (search firm) solicit, or engage in discussions with, or hire away (in each case as an employee, consultant or otherwise), any of the Company’s personnel; provided, however, that you shall not be deemed to be in breach of this section as a result of (i) a general employment advertisement to which any of the Company’s personnel may respond or the hiring of any person who responds to the solicitations described in the foregoing (i), or (ii) hiring any person who was terminated by the Company.
- Limited Warranty – Limitation of Liability And Remedies
SELLER warrants to the BUYER that any installed products will be free from defects in materials, workmanship, and design for a period of 12 months after installation or 14 months from the date of shipment, which ever expires first. Un-installed products are warranted for 12 months from date of shipment. All wear items, including but not limited to “O” rings and seals, load cells, and their cables are specifically exempted from this warranty. Exception to this warranty is all purchased integrated components, which are subject to the component manufacturer’s published warranty. Materials that are not warranted are items that will be subject to normal wear and tear. SELLER cannot and does not accept responsibility of any type for any of its products that have been subjected to improper installation, improper storage, improper application, negligence, tampering, or abuse, or which have been repaired or altered outside of the SELLERS factory. SELLER’s liability under this warranty shall extend only to replacement or correction of the product, of any defective part or product determined by inspection as not conforming to this warranty. BUYER agrees to accept the limits of liability as expressed in this statement to the exclusion of any and all provisions regarding statements of liability on the BUYER’s own invoices, purchase orders and / or other documents. If BUYER desires other terms of liability to be in force and effect, the other terms of liability must be agreed to in writing and signed by an officer of SELLER. In such event, a different charge for SELLER’s GOODS, reflecting the higher risk to SELLER, shall be agreed to by the BUYER and SELLER.
Except for the expressed warranty stated above, SELLER disclaims all warranties, expressed or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose and disclaims all warranties for trade or samples previously supplied. The stated warranty and remedy provided are in lieu of other possible liability and damages against SELLER and in no event shall SELLER be liable for special, indirect or consequential damages resulting from the breach of this warranty or any other provision of these terms and conditions, the proposal, the purchase order and / or any agreement between BUYER and SELLER or otherwise arising out of or in connection with the GOODS or their sale, delivery, distribution, installation, maintenance, operation, service, performance or use, including, without limitation, any injuries to persons, loss of life, loss of use, lost revenues, lost profits, damage to associated equipment or to facilities, lost data, costs of substituted goods, equipment facilities or services, and any similar or dissimilar losses, costs or damages, whether based on warranty, contract, strict liability or negligence. In no event shall the liability of SELLER exceed the actual cost of correcting defects of the SELLER’s GOODS as herein provided, and upon expiration.
If during the warranty period, the BUYER notifies the SELLER of a defect, the SELLER shall, at his option, repair or replace the defective material or workmanship. The BUYER shall bear the cost of freight to and from SELLER’s plant and include a complete explanation of the defects and circumstances. BUYER will obtain written permission for any returned good. A Returned Goods Authorization (RGA) must be obtained from SELLER prior to shipment. Oral statements made by SELLERS employees or representatives do not constitute warranties, shall not be relied on by BUYER and are not part of the warranty. This entire warranty agreement is embodied in this writing, which constitutes the final expression of the warranty agreement. This warranty is not transferable to any other party. This warranty is voided in its entirety if full payment has not been received within 60 days after shipment of the equipment.
- Excusable Delays
SELLER shall not be liable for delays or failure to perform due, directly or indirectly, to (a) causes beyond SELLER’s reasonable control, and (b) acts (including failure to act) of any governmental authority, wars, (declared or undeclared), electrical outages, strikes or other labor disputes, fires, and natural calamities (such as floods, earthquakes, storms, and epidemics).
- Indemnity By BUYER
BUYER shall indemnify and hold SELLER harmless from and against any and all damages, claims, or expenses (including reasonable attorney’s fees) arising out of or relating to improper selection, application, or abuse of the GOODS. Should the GOODS be used in or with any nuclear installation or activity, or aircraft and any associated activity, or any transportation installation and any associated activity, or medical application and any associated activity, whatsoever, BUYER will indemnify SELLER and hold SELLER harmless from any liability or damage whatsoever including, without limitation, attorneys’ fees, arising out of the use of the manufactured GOODS.
If, at any time, any dispute, difference, or question shall arise out of the contract or as to the rights or liabilities of the parties therein, or in connection therewith or as to the construction or interpretation thereof, either party shall be entitled to give notice in writing to the other requiring such dispute, difference, or question to be referred to arbitration under the Rules of the American Arbitration Association in Philadelphia, PA.
- Proper Law
All PROPOSALS and ORDERS are subject to the laws of the Commonwealth of Pennsylvania and the United States of America unless otherwise agreed in writing by SELLER. If any provision of these TERMS OF SALE is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
BUYER shall not assign any benefit under the contract without the consent in writing of SELLER, which will not be unreasonably withheld.
- Clause Headings
The clause headings used in these TERMS OF SALE are exclusively for reference purposes and in the interpretation of the subject clause the applicable clause title shall not act to limit, alter, or otherwise affect the content of the clause.
- Calibration Contracts
Cancellation / Early Termination policy of Calibration contract and/or parts and labor contracts: Purchaser is responsible to pay remaining balance and seller must be notified in writing 90 days prior to next calibration scheduled before cancellation of Calibration and/or Parts and Labor contracts. Upon Cancellation / Early Termination of the contract, you, as the customer, are responsible for the cost of all Chant supplied equipment as part of an upgrade or conversion, both hardware and software, provided to you as part of the contract.