Standard Terms & Conditions of Sale
Complete Contract. This document contains the complete and exclusive statement of the terms of the contract between us. It supersedes all previous requests, quotations, assertions or agreements. Acceptance is expressly conditional to your assent to our terms, including those, which are different from your terms. Promac, Inc. objects to any other terms in your acceptance of this contract. Any additional or different terms will not be part of the contract unless approved by Promac, Inc. in writing.
Prices. Our quoted pricing is subject to change based upon pricing available at time of receipt of your order, unless otherwise stated in our written quotation. Prices are subject to change on “hold for release” orders if materials are released after our written quotation expiration date. Any applicable taxes will be added to the price unless we receive a valid exemption certificate.
Payment. Each invoice shall be due and payable net 30 days from shipment unless otherwise approved by Promac, Inc. in writing. Any order from you represents that you are solvent. If you have been delinquent in payment or if we believe that your financial condition requires it, we reserve the right to require full or partial payment prior to manufacture or shipment of either the initial or subsequent installments. If payment is not made when due (1) your account may be subject to suspension of open account privileges and (2) you agree to pay a charge on the amount due at the rate of 1-1/2% per month (18% per year). In the event of non-payment, you agree to pay us reasonable attorney’s fees and court costs, if any incurred by us to collect payment and interest charges.
Handling Fee. Promac, Inc. may assess a reasonable handling charge, which may be changed without notice.
Title and Risk of Loss or Damage. All sales are F.O.B. point of shipment, unless otherwise stated in our written quotation, and thereafter you take title and responsibility for risk of loss or damage.
Interpretation-Responsibility. When plans and specifications are involved, you are responsible to verify our interpretations of them. When we offer substitutes on any proposal, you are responsible for their acceptability.
Delivery. Shipping dates are approximate and are not guaranteed.
Excusable Delays. A party shall be excused from performance when, and to the extent that, such performance is delayed or prevented due to cause beyond the reasonable control of the non-performing party. These causes include, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by the manufacturer, prompt receipt by Promac, Inc. of all necessary information including final agreement on detailed specifications at time of order, or any other commercial impracticability. In the event of any such delay, the date of performance shall be extended for a period equal to the time lost by reason of delay.
Limited Warranty. Promac, Inc. will use its best efforts to obtain from each manufacturer, in accordance with the manufacturer’s warranty, the repair or replacement of goods that may prove defective in material or workmanship. This is your exclusive remedy. Except as to title, THERE ARE NO OTHER WARRANTIES, WRITTEN OR ORAL, IMPLIED OR STATUTORY. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY.
Limitations of Remedies and Damages. The total liability of Promac, inc. and its suppliers to you, your customers or to any other person, relating to this contract, its performance or non-performance, or from the use of the products furnished, is limited to the price of the goods giving rise to the claim. Except as to title, all such liability shall terminate at the end of the manufacturer’s warranty period. Under no circumstances shall Promac, Inc., its parent, subsidiary corporations, affiliates, entities, and/or their respective officers, directors, shareholders, and employees, and each of them, be responsible and/or liable for any damages, costs or expenses (actual, compensatory, consequential, punitive, penal or otherwise) arising directly and/or indirectly from the products sold hereunder, from Purchaser’s use of such products, from any claims of breach of warranty and/or from the use of the products by parties purchasing the products from Purchaser.
Hazardous Business. Unless otherwise agreed to us in writing, goods sold under this contract are not intended for use in connection with “safety-related” applications within any nuclear facility or any other hazardous activity such as aircraft, space exploration or other critical applications where failure of a single component could cause substantial harm to persons or property. We disclaim any liability if our standard commercial products are used in any such applications.
Government Contracts and Export. If you purchase products for sale to any U.S. government, state or local government agency, you are responsible to notify us of all government procurement conditions applicable to the sale when you request our quotation. We will review the conditions and advise you in writing of our ability to comply. It is also your responsibility to comply with all United States export control rules and regulations. We cannot be named as shipper or exporter of record for such goods.
Cancellation. You may cancel your order provided that you give written notice to us and pay us any cancellation charges.
Assignment. Any assignment of the contract will be void without the other party’s prior consent, which will not be unreasonably withheld.
Returned Goods. You must obtain a written return authorization from us before returning any items and pay resulting restocking charges.
Applicable Law. The business activities of the parties shall be governed by and construed in accordance with the laws of the State of Missouri. The invalidity, in whole or in part, of any provision of this contract shall not affect the validity of any other.