General Terms and Conditions of Sale Contract
- Except as otherwise stated herein, the following Terms and Conditions shall be incorporated into and shall control any Quotation or Order Confirmation whereby a Purchaser (the ”Purchaser”) contracts to purchase or otherwise acquire goods or equipment (the “Machinery”) from JTE MACHINES, LLC (the “Distributor”). The terms and conditions contained herein shall in any event control and govern any sale.
- The “Equipment Manufacturer” means the person, firm or company specified on the machinery or in the Quotation as the manufacturer of the equipment.
- The “Quotation” means Distributor’s Quotation for the supply, installation, and training of the Machinery.
- The “Order Confirmation” means the countersigned General Terms and Conditions of Sale document accompanied by the number matched countersigned Quotation returned by the Distributor to the Purchaser acknowledging this agreement.
- The “Contract” means this agreement concluded between the Distributor and the Purchaser according to and subject to these conditions.
- These conditions shall be incorporated into and govern any confirmation, acceptance and Contract for the sale of the Machinery by the Distributor and all other conditions, warranties and representations whether made orally or in writing and whether expressed or implied are hereby excluded.
- The Quotation provided by the Distributor shall be subject to the countersigned Order Confirmation by the Distributor. No contract shall be concluded until such Order Confirmation is given. All Quotations are noncommittal and do not constitute a contract until the Distributor has accepted the Order Confirmation in writing. Weights, measures, and other information or data contained in the Distributor’s catalogs, brochures, pamphlets and similar documents is for informational purposes only and shall not be binding on the Distributor.
- The price for the Machinery shall be as specified or referred to in the Quotation and confirmed in the Order Confirmation and unless otherwise stated the price shall be exclusive of any insurance, packing material, delivery, loading and unloading costs and charges and all customs, duties, import, export charges, taxes and special levies whether of a like nature or not.
- The total machine price does not include installation and training fees unless otherwise specified. The provision of the foregoing services is subject to the JTE Service Agreement, or an authorized third party agreement, authorized exclusively by JTE Machines, LLC.
- The Distributor may, when acting as an agent of the Purchaser, arrange for packing, insurance in transit and delivery of the Machinery to the Purchaser. Where charges have been specified in a Quotation or elsewhere by the Distributor to cover these items, then such charges shall be considered estimates only and the Purchaser shall remain liable to pay the full amount due in respect of the provisions of each of these terms. In acting as an agent of the Purchaser the Distributor shall not be liable as a result of, or for making any such arrangements which shall be strictly for the account for the Purchaser who hereby agrees to refund the Distributor accordingly for such costs.
- CONDITIONS OF PAYMENT
- Unless otherwise expressively stated in the Quotation or Order Confirmation, sixty-five (65) percent non-refundable of the total price shall be received electronically by Distributor upon Purchaser’s receipt of Distributor’s Order Confirmation or authorized Quotation, thirty (30) percent of the total price electronically upon Distributor’s notice of Machinery’s arrival from factory, prior to shipment, and five (5) percent of the total price upon receipt of machine to the customer premise, after complete install.
- Under no circumstances shall Distributor be required to ship the Machinery before it has received ninety-five (95) percent of the total purchase price, unless otherwise agreed.
- Electronic progress payments shall be made electronically to:
JTE MACHINES, LLC
Swift Code: BOFAUS3N
Bank Name: Bank of America
Bank Address: 29 Blanding Blvd. Orange Park, FL 32073-2201
Beneficiary Account Number: 898087515348
- Final payment shall be made electronically or by check to JTE MACHINES, LLC, and shall be remitted upon satisfactory installation completion, as indicated by Purchaser’s representative signature on the JTE Customer Service Acknowledgement at the time of installation.
- Any payment shall not be deemed to have been effected before Distributor’s account has been fully and irrevocably credited.
- Once the Machinery is installed and operational, the final payment is due. Any problems with the Machinery thereafter are covered by the limited warranty described in 4, below. Failure to complete payment within thirty (30) days of delivery of the equipment shall render the limited warranty null and void. Purchaser shall remain liable to pay the balance, however.
- Purchaser agrees to pay interest on any outstanding sum at the rate of one and one half (1½) percent per month.
In addition of any right of lien which the Distributor may be entitled, it shall also be entitled to exercise its security interest in the Machinery. If any such lien is not satisfied within 14 days of such sums becoming due, Distributor may without delay and in its absolute discretion sell the goods as an agent for the Purchaser and apply the proceeds of sale towards payment of sums due and the expenses of sale. Distributor shall be discharged from all liability regarding the goods upon accounting for the balance (if any) remaining. Additionally, Purchaser agrees to keep the Machinery insured to their full value until payment is received by Distributor. In the event Purchaser sells the goods to a third party before payment in full is received by Distributor, Purchaser agrees to secure its security interest in the goods at the time of sale to its customer in order to protect the Distributor’s interests to the greatest extent possible.
- Purchaser agrees to pay all of Distributor’s legal fees, costs and expenses in enforcing its right under this section.
- In the event Purchaser shall fail to make payments according to these provisions or upon notice Distributor may as its option and in addition to all other rights outlined herein, use reasonable and lawful means, including self-help to re-possess the Machinery without waiver of any rights granted herein or by applicable law.
- LIMITED WARRANTY
- The Machinery sold by Distributor is warranted by the Equipment manufacturer for one year (365 days) from date of delivery to Purchaser or two thousand (2000) work hours, whichever comes first, to be free from defects in material and workmanship disclosed under normal use and service. If Purchaser promptly in this period notifies Distributor in writing of any claimed defect in Machinery and after appropriate tests and inspections by Distributor the same is found not to be in conformity with the warranty, Distributor, in its sole discretion, will, at its option, provide the repair part or provide a replacement therefore to Purchaser’s location. All expenses associated with travel costs to replace and/or repair parts on site, under warranty, shall be the responsibility of the Purchaser. Distributor’s liability shall under no circumstances exceed its costs of correcting such defects in the Machinery sold or replacing the same with non-defective In the case of parts replaced under warranty, parts shall not be warranted beyond that remaining of the original Machinery. All freight costs of replaced spare parts shall be borne by the Distributor or Manufacturer under the warranty period.
- The foregoing limited warranty does not cover and Distributor makes no warranty with respect to: (a) Used Machinery; (b) Failures not promptly reported to Distributor within warranty period above specified; (c) Failures or damages due to negligence other than that of Distributor, accident, abuse, improper installation (other than installation made by the Distributor), improper operation or abnormal conditions of temperature, dust or moisture; (d) Machinery which has been in any way tampered with, repaired or altered with by anyone other than an authorized representative of Distributor; (e) Machinery damaged in shipment or otherwise without the fault of Distributor; (f) Defects in articles of equipment purchased by Distributor and resold by him, and defects in metals and other materials purchased by Distributor which cannot be discovered by an ordinary factory inspection; and (g) Failure of Purchaser to pay Distributor according to this Contract.
- The Distributor will assign to Purchaser any rights arising out of the warranties given to it by any Distributor of material or standard equipment purchased by Distributor and resold to Purchaser herein. In the case of Oscillating Tubes none of which are manufactured by Distributor or Equipment manufacturer, the above warranty shall be limited to the warranty (if any) provided to the Equipment manufacturer by his vendor, and the Distributor shall not be liable to Purchaser in any other way.
- DISTRIBUTOR SHALL HAVE NO LIABILITY FOR ANY LOSSES, COSTS, EXPENSES, LIABILITIES AND DAMAGES (INCLUDING BUT WITHOUT LIMITATION TO LOSS OF USE OR PROFITS, DAMAGE TO PERSONS OR PROPERTY, ALL LIABILITIES OF PURCHASER TO ITS CUSTOMERS OR THIRD PERSONS, OR ALL OTHER SPECIAL OR CONSEQUENTIAL DAMAGES) WHETHER DIRECT OR INDIRECT, AND WHETHER OR NOT RESULTING FROM, OR CONTRIBUTED TO BY THE DEFAULT OR NEGLIGENCE OF DISTRIBUTOR, ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, WHICH MIGHT BE CLAIMED AS THE RESULT OF THE USE OR FAILURE OF THE MACHINERY DELIVERED, WHETHER ARISING IN CONTRACT OR NOT. DISTRIBUTOR MAKES NO FURTHER WARRANTY, EITHER EXPRESS OR IMPLIED OR BY TRADE USAGE IN CONNECTION WITH THE DESIGN, SALE OR USE OF ANY OF THE MACHINERY FURNISHED HEREUNDER, AND DISTRIBUTOR’S LIABILITY ON ITS WARRANTY SHALL IN NO EVENT EXCEED ITS COSTS OF CORRECTING THE DEFECTS IN THE MACHINERY SOLD OR REPLACING THE SAME WITH NON-DEFECTIVE MACHINERY. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY
- The Distributor’s liability for any claims of any kind, including negligence or any other legal theory, for any loss or damage arising out of, connected to, or resulting from these Terms and Conditions or from the performance or breach thereof, or from the design, manufacture, sale, delivery, technical direction of installation, inspection, repair, operation claim and shall terminate one year (365 days) after delivery of the Machinery. The Distributor has the right to charge the Purchaser for service calls.
- In no event, whether as a result of breach of Contract or warranty or alleged negligence, shall the Distributor be liable for direct, special, incidental, economic, consequential or or use of any Machinery covered by or furnished under this agreement shall in no case exceed the price allocated to the Machinery or part thereof which give reason to the personal injury damage included but not limited to, loss of profit or revenue, whether achieved or projected, loss of use of the Machinery or any associated equipment, pain and suffering, bodily injury, lost wages, cost of capital, cost of substitute equipment, facilities or services, downtime cost of the Purchaser or claims of Purchaser’s customer or third parties for such damages.
- DELIVERY DELAYS AND INSPECTION
- A. Delays In Delivery. Any delivery schedules which may be specified for shipment of Machinery are only estimates and the Distributor shall not incur any liability, either direct or indirectly, nor shall any order be canceled because or as a result of delays in meeting such dates or schedules. In no event shall Distributor be liable for any claims for labor or for any consequential or any other damages resulting from failure or delay in delivery. No delivery dates are guaranteed.
- Inspections. Unless the Distributor receives a written complaint with full particulars from Purchaser regarding any defective Machinery or other complaints within five (5) business days from the date the Machinery is installed, the Machinery shall be deemed to have been delivered in good condition and that the delivery is accepted. No return shall be made without prior written consent of the Distributor.
- All disputes, claims, controversies, and differences arising out of or in connection with the relationship of the parties shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.
- Unless the parties agree otherwise the arbitral tribunal shall be composed of three members. The arbitration proceedings shall be conducted in the English language and the venue of arbitration shall be Jacksonville, FL, U.S.A.
- Notwithstanding any other provisions of this agreement, Distributor’s demand for payment may be referred by Distributor to the court of competent jurisdiction for resolution.
- CONFIDENTIALITY AND INTELLECTUAL PROPERTY
- Purchaser agrees to use Distributor’s confidential information and knowledge solely when operating and maintaining the Machinery and for no other purpose, in addition Purchaser shall not disclose any non-public information provided by Distributor.
- This agreement shall be governed by and construed according to the laws of Florida, U. S. A.
- This agreement represents the entire and complete agreement between the parties regarding the subject matter hereof and supersedes and cancels all prior communications, whether expressed, implied, oral or written. Any amendment hereto shall be in writing and executed by authorized representatives of both parties in order to be binding.
- Should any provision of this agreement be determined by any court or other tribunal of competent jurisdiction to be invalid or unenforceable, any such invalid or unenforceable provision shall be curtailed and limited only to the extent necessary to bring it within legal requirements, and such provision as revised and every other provision in this agreement shall remain in full force and effect.
- The Machinery is supplied to the Purchaser under these terms or those attached hereto, and no person in the employment or acting otherwise as an agent of the Distributor or purporting to do so has authority to confirm orders, supply goods on any other conditions or to vary these terms in any way whatsoever. Previous dealing between the Distributor and the Purchaser shall not vary or replace these terms or to be deemed under any circumstances whatsoever to do so. The acceptance of the Machinery from the Distributor shall be conclusive evidence before any court or arbitrator that those terms apply.
- In the event Distributor is required to resort to arbitration or other legal action to recover any sum, other property or damages allowable herein, Distributor, if successful, may also recover its attorney’s fees, prejudgment interest and costs of the action from Purchaser.
- All notice to be served pursuant to these Terms and Conditions shall be served by fax, or by sending the same by registered mail at the address of Purchaser or Distributor set forth in the Contract or as otherwise communicated to the other by writing. Notice served by post shall be deemed served 7 days after posting or if served by fax, 24 hours after receipt by the sender of proof of transmission.
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