These terms and conditions shall apply to all orders entered into by and between any distributor or any end-user of the Goods, whichever the case may be (“Buyer”) and ECCO MachineryTM (“Seller”). These terms and conditions and any Seller quotation form submitted herewith or separately shall be collectively referred to hereinafter as the “Agreement.” Seller shall accept orders, sell Goods, and do business only upon these terms and conditions. Any additional or different terms in Buyer’s purchase order or other purchase documentation are deemed material alterations to this Agreement, and Seller hereby gives notice of its objection to them. The term “Goods” means all items sold and/or provided by Seller to Buyer, whether goods, materials, products to be manufactured and delivered, services to be rendered, or any combination thereof.
ENTIRE AGREEMENT: This contract constitutes the sole and only Agreement of the parties and superseded any prior understandings or written or oral agreements between the parties respecting its subject matter. This contract may not be modified or rescinded in any manner except by written agreement of both Seller and Buyer. In the event any term or provision of this contract shall be held illegal, invalid, unenforceable or inoperative as a matter of law, the remaining terms and provisions of this contract shall not be affected thereby, but each such term and provision shall be valid and remain in full force and effect.
QUOTATIONS: Quotations are for immediate acceptance and may change at any time, without notice, and may be subject to prior sale or other disposition. All quotes are valid for 30 days unless otherwise specified. Rights reserved to correct stenographic or typographic errors. Canadian prices are calculated based on today’s rate and are subject to change with the exchange rate at the time of deposit/final payment. All freight charges, insurance charges, and taxes are the responsibility of the Buyer unless otherwise agreed to by both parties hereto in writing. Any and all tariffs imposed may or may not be reflected in Seller’s invoice. Nevertheless, Buyer is responsible for the payment of all such tariffs in so far as they exceed the quoted purchase price. Offloading and electrical hookup are not included. Electrical requirements must be stated on the purchase order.
TERMS OF PAYMENT: One third cash payment must be made upon order, the remaining balance to be paid prior to shipment unless other terms are agreed to in writing by both parties hereto.
ACCEPTED PAYMENT METHODS: Cash, Cheque, Visa and MasterCard.
TAXES: All sales are subject to applicable federal, provincial and local use, sales, or excise taxes which buyer agrees to pay, and which may be billed as part of the selling price, or separately, if the seller is required by any taxing authority to collect and pay such a tax.
INSTALLATION: If Buyer purchases any Goods that require installation, Buyer shall, at its expense, make all arrangements and connections necessary to install and operate the Goods. Buyer shall install the Goods in accordance with any Seller instructions and shall indemnify Seller against any and all damages, demands, suits, causes of action, claims and expenses (including actual attorneys’ fees and costs) arising directly or indirectly out of Buyer’s failure to properly install the Goods.
LIMITED WARRANTY-NEW MACHINES & PARTS: All new machines & parts carry only the original manufacturer’s warranty unless stated otherwise on quotation.
CANCELLATION OR ORDER CHANGES: This agreement cannot be cancelled or modified after Buyer’s acceptance or after the products become Seller’s work-in-process, whichever occurs first, except at Buyer’s expense for all damages incurred by seller due to such cancellation or modifications.
RETURNS: Goods sold may be returned only, with written approval from the Seller and payment of a restocking charge, to be determined by Seller.
TITLE AND TITLE: Title shall not pass to Buyer with delivery of the quoted machinery, but shall remain vested in Seller until the entire purchase price is paid in full. Risk shall pass to the Buyer upon shipment from place of shipment.
USED MACHINE RETURN POLICY: Unless otherwise stated on quotation, every used machine offered from our stock is guaranteed to be mechanically satisfactory to the Buyer. Machines deemed to be unsatisfactory by the customer may at the option of the Seller be repaired or reworked to satisfy customer requirements. If the goods are described herein used goods and are offered “AS IS”, Seller makes no warranties of any kind whatsoever, expressed or implied, including the 30 day return privilege & all implied warranties of merchant-ability and fitness for a particular purpose are hereby disclaimed and excluded from this agreement.
FORCE MAJUERE: Seller shall not be responsible for any delay in the delivery of, or failure to deliver, Goods due to causes beyond Seller’s reasonable control including, without limitation, acts of God, acts of war or terrorism, enemy actions, hostilities, strikes, labor difficulties, embargoes, non-delivery or late delivery of materials, parts and equipment or transportation delays not caused by the fault of Seller, delays caused by civil authorities, governmental regulations or orders, fire, lightening, natural disasters or any other cause beyond Seller’s reasonable control. In the event of any such delay, performance will be postponed by such length of time as may be reasonably necessary to compensate for the delay.
LIMITATION OF LIABILITY. In no event shall the Seller be liable to Buyer or any other party for any incidental, consequential or special damages (including, without limitation, lost profits or down time) arising from or in manner connected with the goods, any breach by Seller or its agents of this agreement, or any other cause whatsoever, whether based on contract, tort or any other theory of liability. Buyer’s remedy with respect to any claim arising under this agreement is strictly limited to no more than the amount paid by the Buyer for the goods.
WORK BY OTHERS; SAFETY DEVICES: Unless agreed to in writing by Seller, Seller has no responsibility for labor or work performed by Buyer or others, of any nature, relating to design, manufacture, fabrication, use, installation or provision of Goods. Buyer is solely responsible for furnishing, and requiring its employees and customers to use all safety devices, guards and safe operating procedures required by law and/or as set forth in manuals and instruction sheets furnished by Seller. Buyer is responsible for consulting all operator’s manuals, ANSI or comparable safety standards, WCB regulations and other sources of safety standards and regulations applicable to the use and operation of the Goods.