TERMS AND CONDITIONS OF SALE
SIGNODE POWER EQUIPMENT PRODUCTS
In the course of fulfilling this Agreement, whether based on actions taken by any governmental or business entity related to Covid-19, the Parties agree that the Covid-19 pandemic is still seen as an unforeseen event beyond the reasonable control of the Parties and that the Force Majeure provisions contained in this Agreement fully apply notwithstanding any current knowledge of the Parties or current governmental announcements.
Set forth are the Terms and Conditions under which Signode Industrial Group (“Signode”) offers to sell its products (“Products”) listed in the Signode quotation (“Quotation”) to which these Terms and Conditions are attached. The sale of said Products is expressly limited to, and made conditional upon, Purchaser's acceptance of these Terms and Conditions. These Terms and Conditions shall be the exclusive terms and conditions under which said Products are sold and cannot be modified or amended except as specifically set forth in the Quotation or in a separate document executed by an authorized representative of Signode.
PRICING AND TERMS OF PAYMENT:
Pricing and terms of payment shall be those set out in the Quotation. Unless otherwise stated in the Quotation, the price and terms of payment quoted will remain in effect for sixty (60) days from the date of the Quotation. In addition to the quoted price of the Products, Purchaser will be charged for all applicable sales, use, excise and other similar taxes. The cost of Product modifications required to meet local laws, rules, regulations or codes are not included in the Product price unless specifically provided for in the Quotation.
DELIVERY, TITLE TRANSFER AND RISK OF LOSS:
Unless otherwise specifically agreed by Signode in writing, all deliveries of Products shall be F.O.B. shipping point. The shipping point to which delivery will be made shall be determined by Signode. Title will be transferred to Purchaser upon Signode's receipt of full payment.
WARRANTIES AND LIMITATIONS:
(1) Signode warrants that, for a period of one (1) year from the date of shipment of the Product (“Warranty Period”), unless otherwise stated in the Quotation, the Products sold to Purchaser by Signode will be free from defects in material and workmanship under normal use and subject to Purchaser following the Signode prescribed maintenance schedule. During said Warranty Period, Signode agrees to replace free of charge any Signode manufactured or purchased part or component which is determined to be defective. Upon receipt of notice from Purchaser that a part or component is defective, Signode will make arrangements with Purchaser for the removal and replacement of the defective part or component. Signode may require that the defective part or component be sent to Signode, or its designated authorized representative, freight or postage prepaid. If Purchaser requests that Signode remove and/or replace said part or component, Signode shall have the right to charge Purchaser for such work at Signode's regular service rates.
Unless otherwise specifically stated in the Quotation, this Warranty shall extend only to the original purchase from Signode and is not transferable. Repairs to Products must be made by a Signode authorized service representative, Purchaser's employees trained by Signode who apply Signode approved repair procedures, or in accordance with repair procedures set forth in the Product service manual provided by Signode.
(2) Signode warrants and represents that the Products, when used in accordance with instructions provided by Signode, will not infringe any patent or other proprietary right of any third party. This warranty and representation shall not apply to any use not provided for in Signode's instructions, any modifications to the Products made by any party other than Signode, or the use of the Products in conjunction with other equipment or systems not sold to Purchaser by Signode.
SIGNODE PRODUCTS ARE DESIGNED TO WORK WITH STRAPPING AND SEALS WHICH MEET SIGNODE DESIGN SPECIFICATIONS. FAILURE TO USE STRAPPING AND MATERIALS THAT MEET SAID SPECIFICATIONS MAY RESULT IN STRAP BREAKAGE OR JOINT SEPARATION, OR DAMAGE TO THE PRODUCT. IN NO EVENT SHALL SIGNODE BE LIABLE FOR INJURIES OR DAMAGES RESULTING, IN WHOLE OR IN PART, FROM THE USE OF MATERIALS WHICH DO NOT MEET SIGNODE DESIGN SPECIFICATIONS. THESE WARRANTIES AND REPRESENTATIONS DO NOT COVER DAMAGE TO THE PRODUCTS WHETHER RESULTING FROM THE USE OF MATERIALS WHICH DO NOT MEET SIGNODE DESIGN SPECIFICATIONS, ACCIDENTS, ALTERATIONS, MISUSE OR ABUSE, ACTS OF GOD, FAILURE TO FOLLOW SIGNODE OPERATING INSTRUCTIONS, OR OTHERWISE.
SIGNODE'S WARRANTIES AND REPRESENTATIONS ARE SPECIFICALLY LIMITED TO THOSE SET FORTH ABOVE. SIGNODE MAKES NO WARRANTIES OR REPRESENTATIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SIGNODE SHALL NOT BE LIABLE FOR ANY
DAMAGES INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT OR SPECIAL DAMAGES OR COSTS (INCLUDING LOSS OF PROFITS, BUSINESS, OR GOODWILL), EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. SIGNODE'S SOLE OBLIGATION TO THE PURCHASER FOR ANY BREACH OF THE WARRANTIES AND REPRESENTATIONS SET FORTH HEREIN, OR IN THE QUOTATION, SHALL BE THE ACCEPTANCE OF THE RETURN OF THE PRODUCT AND THE REFUND OF THAT PORTION OF THE PURCHASE PRICE PAID BY PURCHASER TO SIGNODE, OR REPLACEMENT OF DEFECTIVE PARTS AND COMPONENTS AS EXPRESSLY PROVIDED FOR IN PARAGRAPH (1) ABOVE.
Signode agrees to make all reasonable efforts to meet shipment dates; however, Purchaser expressly acknowledges that such shipment dates are approximate. If the shipment date is delayed at the request of Purchaser, Signode shall have the right to invoice Purchaser on the date Signode is prepared to make shipment and charge Purchaser for storage at the rate of 1% of the purchase price per month until shipment is made. SIGNODE SHALL NOT BE LIABLE FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, OR SPECIAL DAMAGES OR COSTS (INCLUDING LOSS OF PROFITS, BUSINESS OR GOODWILL) ALLEGEDLY SUFFERED BY PURCHASER IF SHIPMENT DATES ARE DELAYED.
If Signode provides installation services, then the Quotation shall set forth the specific installation services to be provided by Signode and the charges for such services or such services shall be provided at Signode's regular service rates. Purchaser shall be responsible for the preparation of the site and the construction of all necessary foundations, platforms, or pits, providing all required electrical and air connections, and shall move the Products into place. During installation, Purchaser shall be solely liable for all damages or injuries that may occur on the installation site, except to the extent damages or injuries are directly caused by the gross negligence or willful misconduct of Signode personnel. IN NO CASE SHALL SIGNODE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS (INCLUDING LOSS OF PROFITS, BUSINESS OR GOODWILL) ALLEGEDLY ARISING OUT OF THE INSTALLATION OF THE PRODUCT BY SIGNODE.
If Purchaser cancels an order for Products, Signode reserves the right to charge Purchaser for all work done to the date of receipt of the cancellation notice (“Effective Cancellation Date”). The amount due shall be the greater of (i) a minimum cancellation charge of 15% of the quoted Product price, (ii) a pro rata amount of the quoted Product price based upon the percentage of completion of the respective Product as of the Effective Cancellation Date, or (iii) if the work on the Product is at least 75% complete as of the Effective Cancellation Date, then Signode shall have the right to charge Purchaser the full purchase price.
CONFIDENTIAL AND PROPRIETARY INFORMATION:
Specifications, drawings, manuals and other technical information relating to the Signode Products provided by Signode to Purchaser pursuant to the sale or installation of the Products contain proprietary and confidential information (“Information”) of Signode. Purchaser shall not disclose, give, lend, exhibit or sell the Information to third parties, or use the Information other than for the operation and maintenance of the Products as instructed by Signode, without the prior express written permission of Signode.