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COMMERCIAL TERMS AND CONDITIONS
Terms of Payment:
Net thirty (30) days from date of invoice; F.O.B. point of shipment. A
service charge of .05% per day (1-1/2% monthly, 18% annually) will be
charged on all past due invoices (beyond 30 days).
Sales and Other Taxes:
Prices quoted
herein include domestic packing only, and do not include sales, use,
excise or similar taxes and custom duties. Consequently, the amount of
any present or future sales, use, excise or other similar taxes or
custom duties applicable to the sale of the product(s) hereunder shall
be paid or reimbursed to Gleason-Avery by Purchaser, or in lieu thereof,
Purchaser shall provide Seller with a tax exemption certificate
acceptable to the taxing authorities.
Changes and Cancellations:
All orders
placed hereunder and accepted by Gleason-Avery shall be firm. If
Purchaser requests changes in design or specification of equipment on
order, or for any reason stops work-in-progress, Gleason-Avery’s costs
of complying with Purchaser’s request shall be borne by Purchaser.
Further, Gleason-Avery will, on request of Purchaser, agree to the
cancellation in writing in whole or in part of such orders provided
Purchaser shall compensate Gleason-Avery for the latter s actual costs,
commitments to others and normal overhead, up to and including the date
such request is received by Gleason-Avery, plus a reasonable profit on
all items for which cancellation is requested.
Acceptance and Quotations:
No order or
purchase agreement shall be deemed accepted or entered into until
accepted by Gleason-Avery at Auburn, New York, and such accepted orders
shall constitute contracts made in New York and subject to the laws
thereof. Written quotations are subject to confirmation by Gleason-Avery
at Auburn, New York and shall automatically expire thirty (30) calendar
days from the date issued and are subject to termination by notice
within that period.
Force Majeure:
Gleason-Avery’s performance hereunder is subject to acts of God, acts of
Purchaser, acts of civil or military authority, priorities, government
requirements or regulations, accident, explosion, fire, windstorm, flood
or other casualty, strike, lockout or other labor difficulty, riot, war,
Insurrection, epidemics, quarantine restrictions, shortage of or
inability to obtain labor, materials or production or transportation
facilities, delays, Interruptions in transportation, extraordinary
inflation in cost of Gleason-Avery’s performance, and all other
disabling causes without regard to the foregoing enumeration beyond
Gleason-Avery’s reasonable control, and Gleason-Avery shall not be
liable for any incidental, special or consequential damages caused by or
arising from any failure or delay in manufacture, shipment or delivery
of products resulting therefrom. The terms of this Agreement, including
the date for delivery, shall be deemed suspended so long as any such
cause prevents or delays Gleason-Avery’s performance.
International Sales:
Unless
otherwise agreed in writing and signed by Purchaser and Gleason-Avery,
international sales are subject to special terms of payment and require
the opening of an irrevocable letter of credit for the full amount of
deposit in an American bank acceptable to Gleason-Avery, payable upon
presentation of shipping documents, at time of shipment. Packing
equipment for export and transportation cost to point of departure from
U.S. is not Included in pricing, but is a separate additional cost.
Minimum order in $250.00 net.
Miscellaneous:
Claims for
shortages, deductions or corrections will not be considered unless
presented within ten (10) days after receipt of goods.
Promises of delivery are
estimated as accurately as current conditions will permit. Goods will be
shipped as soon as completed and ready for shipment regardless of
estimated date of shipment.
Designs and
specifications shown in catalogs or literature are subject to change
without notice.
Dimensions given in our
published literature and catalogs are as close to actual practicable but
are not guaranteed. No claim will be allowed because of any discrepancy
between actual dimensions of material shipped and listed data.
We reserve the right to
correct clerical or stenographic errors in quotations, orders,
acknowledgements, invoices or other documents.
Minimum order domestic
and Canadian is $50.00 net; orders under $30.00 net will be invoiced
at the minimum order price.
WARRANTY
Gleason-Avery warrants
its products to be free from defects in material or workmanship over a
period of one (1) year from date of shipment from its factory.
If any product is found
unsatisfactory under this warranty, the purchaser should notify
Gleason-Avery in writing or phone, and after receipt of Gleason-Avery’s
shipping approval, the purchaser may return it directly to
Gleason-Avery’s factory in Auburn, New York, shipping charges prepaid.
Such products will be
inspected by Gleason-Avery and if determined defective due to material
or workmanship shall be replaced or put in proper operating condition,
free of all charges, including ground freight, and a credit will be
allowed for ground freight to Gleason-Avery. The correction of any
defects by repair or replacement by Gleason-Avery shall constitute
fulfillment of all obligations and liability of Gleason-Avery to the
purchaser under this Warranty.
Gleason-Avery is not
responsible for damage to its products through improper installation,
maintenance, use or attempts to operate it beyond its mechanical or
electrical capacity intentionally or otherwise, or for unauthorized
repair including freight charges.
Any failure to notify
Gleason-Avery of unsatisfactory operation, or any improper or
unauthorized installation, maintenance, use, repair or adjustments,
shall terminate this warranty and shall relieve Gleason-Avery from any
further responsibility thereunder.
Gleason-Avery shall not
be liable for special or consequential damages in any claim, action,
suit or proceedings arising under this warranty, nor shall there be any
liability thereunder for claims for labor, loss or profit or good will,
repairs or other expenses incidental to replacement.
The foregoing warranty is exclusive and in lieu of any and
all other warranties, expressed or implied. No warranty of
merchantability, no implied warranty of fitness for any particular
purpose, and no implied warranty arising by usage of trade, course of
dealing or course of performance is given by seller or shall arise by or
in connection with this sale and/or the seller’s and/or buyer’s conduct
in relation thereto or to each other, and in no event shall the seller
be liable on any such warranty with respect to any product
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