|Terms and Conditions of Sale
1. PAYMENT: Unless otherwise stated on the proposal, terms of payment are net cash prior to shipment. If credit terms are agreed to in advance by Seller, a service charge of one and one half percent (1 1/2%) per month will be assessed on accounts more than 30 days overdue.
2. TAXES: Except as otherwise expressly set forth, prices stated do not include federal, state, local or other governmental taxes, all of which shall be paid by the Buyer in addition to the purchase price.
3. DELIVERY: Unless otherwise agreed to by Seller, all shipment of the goods, wares and merchandise described on the proposal hereof (the “Merchandise”) shall be F.O.B. point of shipment. Delivery dates stated, if any, are estimates and are not a guaranty of delivery on a particular date. Seller shall not be liable to Buyer or any third party for failure or delay in delivery Merchandise, of such failure or delay results from: (s) strikes, lockouts or other disputes or unrest; (b) fire, explosion, flood, natural disaster or act of God; (c) war, civil disturbance, riots or armed conflict; (d) governmental action, order, condemnation, sequestration, confiscation of other act directly or indirectly affecting Seller’s performance hereunder; (e) Seller’s inability to obtain Merchandise; or (f) any other cause beyond Seller’s control.
4. USED EQUIPMENT: It is understood that the purchase of any used equipment is “as is” and “with all faults”.
5. WARRANTIES: Unless otherwise stated on the sales order, seller disclaims all warranties in connection with the sale of merchandise to buyer, both express and implied including, without limitation, warranties of merchantability and fitness for any particular purpose. Seller hereby assigns those warranties expressly provided by the manufactures of new merchandise, if any, to buyer, seller makes no other warranties with respect to new merchandise.
Almax will supply its best appraisal as to the condition of the equipment, but encourage the buyer to make its own inspection whenever possible. The specifications and condition report listed herein must be verified by buyer. Specifications of the machinery should be checked with the original manufacturer to verify compatibility and performance. We cannot guarantee the accuracy of this information, although we have made our best effort to gather accurate information. Almax Corporation will supply its best appraisal as to the condition of the equipment, but encourages the buyer to make its own inspection. Model and serial numbers, electrical requirements, size capability, year of original manufacture, and performance capabilities are to be verified by the buyer. Seller does not represent that any specifications provided are accurate. Seller will endeavor to provide any information available from previous owners of used machinery, or the manufacturer of the used machinery, but DOES NOT WARRANT THE ACCURACY OF THIS INFORMATION. In all cases, the machinery will not be able to exceed original manufacturers stated capability as to any aspect of performance, size range, speed, etc.
6. DAMAGES: Seller shall not be liable for any incidental or consequential damages whatsoever.
7. SAFTEY DEVICES: Articles purchased may not incorporate approved activating mechanisms, operating safety devices or safety guards, as required by OSHA or otherwise. It is the purchaser’s responsibility that articles purchased be so equipped and safeguarded to meet OSHA and any other requirements before placing such articles into operation.
8. RESPONSIBILITY OF BUYER: It is the Buyer’s responsibility to provide proper safety devices and equipment, or such other means as may be necessary to safeguard operators of the Merchandise from harm, and to ensure that proper and safe operating procedures are followed by their operations thereof.
9. INDEMNITY: Buyer agrees to save protect, defend, indemnify and hold Seller harmless from and against all suits, claims, costs and expenses for personal injury, death or property damage arising from the purchase, ownership or use by Buyer or Buyer’s agents, employees, or independent contractors of the Merchandise, it being expressly understood that any claim arising from alleged manufacturing or design defects in new or used Merchandise shall be asserted only against its manufacturer. Provided that buyer shall actually indemnify Seller in accordance with the foregoing, Seller shall assign to Buyer any fights of indemnity or contribution which Seller may have against persons or entities other that Buyer in connection with any claim for personal injury, death or property damage arising from the purchase, ownership, or use of the Merchandise.
10. RETURNS OF MERCHANDISE: No returns of Merchandise by the Buyer to Seller will be accepted without the prior written permission of Seller. Buyer agrees to pay to Seller a reasonable restocking charge on returned Merchandise at a rate determined by Seller.
11. INSPECTION: Buyer shall, upon reasonable notice to Seller, have the right to inspect the Merchandise at point of shipment.
12. REMEDIES: Buyer’s sole remedy, in lieu of all other remedies, shall be limited to the refund of any purchase price for merchandise paid to Seller hereunder. Buyer’s failure to notify Seller of any claim within thirty (30) days after delivery of the Merchandise (or the date fixed for delivery in case of non delivery) shall constitute a waiver and release by Buyer of all claims arising against Seller in connection with the Merchandise. No action by Buyer for breach of any terms and provisions of this agreement shall be commenced subsequent to two (2) years after the cause of action has accrued.
13. DEFAULT: If Buyer shall default in the performance of any of its obligations hereunder, then in addition to any and all other rights or remedies which Seller may have against Buyer, buyer shall be liable to Seller for all court costs and attorney’s fees, incurred in enforcing the terms and provisions of this agreement.
14. TITLE-RISK of LOSS: The equipment sold by the Seller to the Purchaser shall, for the purpose of security for payment to the Seller of the purchase price, remain the property of the Seller and shall be deemed personal property until fully paid for, and the Purchaser agrees to perform all acts which may be necessary to perfect and assure retention of the title to such equipment by the Seller and risk of loss or damage to the equipment or any part of the same, shall pass to the Purchaser upon delivery of such equipment of any parts thereof, F.O.B. the Seller's plant.
15. ENTIRE AGREEMENT: The terms and conditions herein, together with Seller’s invoice constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all previous communications or representations, including Buyer’s Purchase Order, if any whether verbal of written, between the parties with respect to the subject matter hereof. No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the Merchandise subject hereto, and unless such affirmation representation or warranty is included in this agreement, it is not part of the bias of this bargain and shall not be binding upon or enforceable against the Seller. No course or prior dealings between the parties and no custom or usage of trade in the industry shall be used to interpret, construe or supplement the terms and conditions hereof.
16. MODIFICATIONS: The agreement of which these terms are a part can be modified or rescinded only by a writing signed by both parties of their duly authorized agents.
17. NECESSARY DOCUMENTS AND GOVERNING LAW: At Almax Corporation’s request, Buyer will furnish information to Almax Corporation that, according to U.S. Federal law, Almax Corporation must report to the U.S. Drug Enforcement Administration. These terms and conditions of sale and any agreement of which they are a part shall be governed by and construed according to the laws of the State of New Jersey.
7 Schindler Drive.
Rockaway , NJ 07866