John Henry Foster MN, Inc.
TERMS AND CONDITIONS OF SALE
John Henry Foster Minnesota, Inc. a Minnesota corporation, (the “Company”), agrees to sell, and Purchaser agrees to buy, the equipment for the price and upon the terms herein indicated.
Purchaser agrees to pay full purchase price as set forth in the purchase order provided by the Company (the “Purchase Order”). Unless otherwise stated in the Purchase Order, prices are in U.S. Dollars and are F.O.B. shippers dock. Payment terms are net 30 days after invoice date. For any Purchase Order or group of related Purchase Orders that are in excess of $100,000 total, 30% of the invoiced purchase price will be due simultaneously with the placement and acceptance of the Purchase Order. The remainder of the purchase price will be payable as set forth above. Payments received after the due dates shall bear interest at the rate of 1.5% for each month, or portion of the month, until paid. Purchaser agrees to pay any reasonable attorneys fees, and other related costs, incurred to enforce payment collection. Missing, incorrect or different payment terms on any documentation or purchase order provided by Purchaser may cause delays in acceptance and confirmation of a Purchase Order.
PRICE-TAXES: All prices are exclusive of taxes and are F.O.B. point of manufacture or origin, unless otherwise stated. All applicable duties, sales, use or excise taxes will be added to the purchase price and itemized and/or invoiced separately.
PURCHASER’S COSTS UPON CANCELLATION: If Purchaser terminates or cancels a Purchase Order after acceptance by the Company, the Purchaser will pay to the Company a cancellation fee. For standard Company stocked equipment, the cancellation fee will be 20% of the equipment price, payable net 30 days within the cancellation date. For equipment that is not stocked by the Company or subject to customization by the Company, the cancellation fee will be a percentage of the Purchase Order value based on the time which has lapsed from the date of the Purchase Order to the scheduled shipped date (“Order Delivery Period”). Below is a chart which sets forth the amount of the additional cancellation fee for such non-stocked equipment.
|PERCENTAGE LAPSE OF ORDER DELIVERY PERIOD||PERCENTAGE OF PURCHASE ORDER PAYABLE|
The cancellation fee for non-stocked or special order equipment is required to cover sales of the administrative costs incurred and is payable within 30 days of the date of cancellation.
CONFLICT BETWEEN DOCUMENTS: Acceptance of this Purchase Order is expressly conditioned upon agreement to all terms and conditions contained herein. In the event of a conflict between terms and conditions of Purchaser’s purchase order and Company’s Terms and Conditions, proposal or Purchase Order, the latter shall govern, unless otherwise agreed to by the Company in writing.
CHANGE ORDERS: Company will not accept responsibility for offsets, backcharges, change orders, or other expenses for field repairs, or modifications or additions to equipment supplied hereunder pursuant to warranty liability, if any, unless specifically authorized in writing, it being the intent of Company to perform such repairs, modifications or additions at Purchaser’s or manufacturer’s own expense.
RISK OF LOSS: The risk of loss shall transfer to the Purchaser upon delivery to Purchaser’s agent and/or common carrier for the purpose of delivery.
TITLE: Title and ownership to the equipment sold pursuant to the Agreement shall remain in Company until payment is made in full, including any additional charges provided for herein, and Purchaser expressly agrees to keep in full force fire, theft, and accidental insurance for the benefit of both parties as their interest may appear from the date of delivery. Should Purchaser default in any payment, or any part thereof, then Purchaser authorizes and empowers Company to repossess the equipment or any part thereof. Such removal, if made by Company, shall not be deemed a waiver of Company’s right to damages it sustains as a result of Purchaser’s default, and Company shall have the right to enforce any other legal remedy or right.
FORCE MAJEURE: Company shall not be liable for any failure or delay resulting from fire, explosion, flood, storm, act of God, government acts, orders or regulations, civil disturbances, equipment or material shortages, supply chain delays, contingencies or other circumstances which are beyond the control of Company which prevent or hinder fulfillment of the contract or which make its fulfillment impracticable and in any case, Company shall not be liable for consequential damages or incidental damages without regard to cause.
WARRANTY AND DISCLAIMER: The Company warrants that at the time the equipment is delivered to the Purchaser, the Company will have full right, power and authority to sell the equipment to Purchaser.
With respect to equipment manufactured by the Company and which is new upon sale, the Company make the following warranties and disclaimers:
All equipment is warranted to be free from defects in material and workmanship under normal use and service, with proper maintenance for a period as expressed in the written warranty supplied or, if no warranty period is specified, the warranty period shall be 12 months from the date of delivery by the Company. Said warranties are limited at the Company’s option, to repair or replacement of the defective part, provided that such part is returned to the Company, transportation prepaid, for inspection and approval. This warranty does not cover equipment which has been subject to misuse, abuse, misapplication or tampering in such a manner as to affect normal performance.
THE EXPRESS WARRANTIES HEREIN CONTAINED ARE IN LIEU OF ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANT-ABILITY AND FOR FITNESS FOR ANY PARTICULAR PURPOSE, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON COMPANY’S SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE AND THAT THERE ARE NO WARRANTIES WHICH ARE NOT CONTAINED IN THIS AGREEMENT. COMPANY SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OF THE EQUIPMENT OR ITS USE BY PURCHASER, AND COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH COMPANY’S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER OR THE SALE OR DELIVERY OF THE EQUIPMENT.
With respect to new equipment not manufactured by the Company, the Company makes no warranty against patent or latent defects in material workmanship or capacity of the equipment, nor a warranty that the equipment will satisfy the requirements of a law, rule or specifications or contract which provides for specific equipment or operators, or special methods; all liability arising therefrom are assumed by Purchaser at its sole risk and expenses, it being understood that Purchaser agrees that the equipment is of a size, design and capacity selected by Purchaser, that the same is suitable for its purpose, and that Company has made no representation or warranty, express or implied, with respect to the equipment, except by referring Purchaser to the express published warranty of the manufacturer, if any. Company shall make available to Purchaser benefits of any and all guaranties or warranties received by Company from manufacturer insofar as the same provided for the repair or replacement of equipment or parts thereof.
Used equipment is sold without warranty as is and with all defects unless otherwise expressly agreed to by the Company in writing.
MISCELLANEOUS: Purchaser agrees that this transaction shall be governed by the laws of the State of Minnesota and constitutes the entire agreement between the parties, superseding all prior agreements and understandings. Except as herein provided, no provision of this Agreement shall be waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by the waiving Party.
Purchaser consents to the jurisdiction of the courts of the State of Minnesota and/or the Federal District Courts, Fourth Division, State of Minnesota only, for the purpose of resolving all issues of law, equity or fact arising out of or in connection with this agreement and that venue for the purpose of all such suits shall be in Dakota or Hennepin Counties, State of Minnesota only.
Any Notice provided for herein shall be sufficient if in writing and if sent by registered or certified mail to the parties at the addresses provided by each of the Parties.
ATTORNEY’S FEES AND COURT COSTS: In the event Purchaser shall default under any of the terms and conditions of this Agreement, including payment of the purchase price and any other costs or charges incidental thereto, Company shall be entitled to recover its reasonable attorneys’ fees and disbursements incurred in collecting or attempting to collect the balance of any sums due and owing or to cure any other default.
WARNING: HYDRAULIC AND PNEUMATIC POWER SYSTEMS CAN FAIL THROUGH MISUSE, AGE OR MALFUNCTION. THE SYSTEM DESIGNER IS WARNED TO CONSIDER THE FAILURE MODES OF ALL COMPONENTS USED IN THE DESIGN AND ENGINEERING OF ALL SYSTEMS AND TO PROVIDE ADEQUATE SAFEGUARDS TO PREVENT PERSONAL INJURY OR DAMAGE TO EQUIPMENT I NTHE EVENT OF SUCH FAILURES.
WEBSITE TERMS AND CONDITIONS
USE OF SITE: By accessing or using the John Henry Foster MN, Inc. (“JHFoster”) web site (the “Site”), you intend to and expressly agree to be bound by all the website terms and conditions of this agreement (“Agreement”). JHFoster grants you a limited, non-exclusive, revocable license to access and make personal and non-commercial use of this Site. This Site, or any portion thereof, may not be reproduced, duplicated, copied, modified, altered, disseminated, downloaded or otherwise exploited for any commercial purpose without prior written consent of JHFoster. You further agree to use the Site only for lawful purposes. All rights note expressly granted herein are expressly reserved by JHFoster. JHFoster reserves the right to modify or amend the Site at any time without notice.
COPYRIGHT: All content contained on this Site, including but not limited to, software, images/video, photographs, electronic art, graphics, information, data, layouts, pages, and screens are copyright protected works owned by or licensed to JHF. The content of this Site may not be copied, replaced, distributed, published, displayed, modified, or transferred in any form or by any means except with the prior permission of JHF.
DISCLAIMER OF WARRANTY: JHF PROVIDES THIS SITE “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JHF DOES NOT WARRANT THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THIS SITE OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.
LIMITATION OF LIABILITY: In no event shall JHFoster be liable for any damages of any kind whatsoever, including any special, indirect, or consequential damages, relating to the use of this Site except as otherwise limited by applicable law.
PRODUCT DESCRIPTION: JHFoster does not warrant that product descriptions and images or other content on this Site are accurate, complete, reliable, current or error-free. Although JHFoster has made every effort to display and describe the likeness of each product as accurately as possible, it is possible that the displayed likeness of the products will depend upon the available graphic image as well as the quality of your monitor.
LINKS TO THIRD PARTY SITES: This Site may provide links to other web sites that are not under the control of JHFoster. JHFoster shall not be responsible for the content of any linked site or link contained in a linked site. JHFoster provides these links as a convenience only, and the inclusion of any link does not imply an endorsement or approval by JHFoster of that site.
Questions about these terms? Contact one of our representatives.