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1.AGREEMENTANDMODIFICATIONOF SALES TERMS.
The agreement between Seller and Buyer (“Sales Contract”) is with respect to the
sale of goods described on the other side hereof (the “Goods”). Any Terms and
Conditions contained in any purchase order or other form of communication from
Seller's customers, which are additional to or different from these Terms and
Conditions, shall be deemed rejected by Seller unless expressly accepted in
writing by Seller.
2.ACCEPTANCEOFORDERS.
Acceptance by Seller of Buyer's purchase order(s) is expressly conditioned upon
Buyer's assent to these Terms and Conditions. Buyer will be deemed to have
assented to such Terms and Conditions unless Seller receives written notice of
any objections within 10 days after Buyer's receipt of this formor in all events prior
to any delivery or other performance by Seller of Buyer's order.
3. QUOTATIONS.
Quotations by Seller shall be deemed to be offers by Seller to sell the Goods
described therein subject to these Terms and Conditions, and acceptance of such
offers is expressly limited to acceptance by Buyer of all of these Terms and
Conditions within 30 days from the date of the quotation or as specified. Purchase
orders submitted by Buyer for the Goods quoted by Seller shall be subject to and
will be deemed to constitute acceptance of these Terms and Conditions. All
purchase orders will be subject to approval by Seller.
4. TERMINATIONORMODIFICATION.
The Sales Contract may be modified or terminated only upon Seller's express
written consent, which consent will at all times be conditioned on Buyer's
agreement to pay Seller's modification or termination charges including, but not
limited to expenses and costs plus a reasonable profit, except that any Goods
completed on or before Seller's acceptance of termination shall be accepted and
paid in full by Buyer.
5. PRICESAND TERMS.
Fulfillment of Buyer's order is contingent upon the availability of materials. The
price of the Goods sold pursuant to the Sales Contract shall be based upon Seller's
prices in effect at the time of shipment and any acceptance of the order will be on
the basis of the freight rates in effect at the time of shipment. In the event of an
increase or decrease in the applicable freight charges before the material is
shipped, such changes in freight charges will be for the account of Buyer. Price
advances, discounts, extras and terms and conditions are subject to changes
without notice. Unless otherwise provided on the front side hereof, price is F.O.B.
Seller's point of shipment, and terms of payment shall be net 30 days from date of
invoice. Seller may assess finance and service charges of 1-1/2 percent per month
(or the highest rate allowed by state law) on invoices not paid within stated
payment terms. Open account credit status is offered at the discretion of the Seller.
Seller may discontinue open account status or change credit limit as warranted, in
its opinion, by the financial condition and/or credit history of the Buyer. Seller may
require full or partial payment or payment guarantees in advance of shipment
whenever, in its opinion, the financial condition and/or credit history of Buyer so
warrants. In addition, Seller may, at any time, suspend performance of any order or
require payment in cash, security or other adequate assurance satisfactory to
Seller when, in Seller's opinion, the financial condition and/or credit history of
Buyer warrants such action.
6. TAXES.
Prices do not include sales, use or other similar federal, state or local taxes. Buyer
shall either have a tax-exemption certificate on file with the Seller or pay to Seller, in
addition to the price of the Goods, any and all applicable taxes, which may be
invoiced separately at a later date.
7. DESIGN; EXTRAWORK; BUYER'SMATERIAL.
(a) If any order accepted by Seller contemplates the preparation of special designs
by Seller, Buyer issuing such order will have a responsible representative
specifically approve all designs prepared by Seller. (b) If Buyer requests extra work
not included in the quotation or original order, Buyer will pay for the extra work at
reasonable rates as determined by Seller. (c) In the event spoilage/damage occurs
on orders where Buyer furnishes any material, Seller shall not be liable for
replacement of or damage to suchmaterial.
8. RISKOF LOSS, SECURITY INTEREST.
Delivery shall occur, and risk of loss shall pass to Buyer, upon delivery of the
Goods to a carrier at the F.O.B. point of shipment. Transportation shall be at
Buyer's sole risk and expense, and any claims for losses or damage in transit shall
be against the carrier only. Buyer agrees to perform all acts necessary to provide a
fully perfected security interest in the Goods in favor of Seller. Seller may, at its
option, repossess the same, upon Buyer's default in payment hereunder, and
charge Buyer with any deficiency.
9. DELIVERIESANDQUANTITIES.
(a) Delivery dates are not guaranteed but are estimated on the basis of immediate
receipt by Seller of all information to be furnished by Buyer and the absence of
delay, direct or indirect, resulting from or contributed to by circumstances beyond
Seller's reasonable control. If the Goods are non-catalog Goods, Seller may ship
overages or underages to the extent of 10 percent of quantity ordered, and Buyer
shall pay for such quantity based upon the unit price of the Goods. Seller shall not
be required to maintain closer control of quantity, unless specifically agreed to by
Seller in writing. Quantities of all Goods may be determined by weight. Any claims
for shortage must be within 10 days from the date of receipt of the Goods by Buyer,
and in every case the weights found in any particular shipment, including tare, must
be given and Seller advised as to the method used by Buyer in computing the count
of Goods. (b) In the event that Buyer is unable to accept delivery of the Goods at time
of shipment, Seller shall invoice Buyer for the full purchase price as if shipment had
beenmade and: (i) if Seller is able to store suchGoods in its own facilities, Buyer will
pay Seller the reasonable handling and storage charges for the period of such
storage, and (ii) if Seller is unable to store such Goods at its own facility, Seller
reserves the right to arrange handling and storage in a suitable bonded warehouse
for the Buyer at Buyer's expense. In cases where handling and storage become
necessary, it shall be Buyer's responsibility to notify Seller when shipment is to be
made. Seller will make necessary arrangements for shipment at Buyer's expense.
Freight and handling charges by Seller may not reflect actual freight charges
prepaid to the carrier by Seller due to incentive discounts earned by Seller based
upon Seller's aggregate volume of freight tendered to a carrier or when a carrier
must be used which charges a rate which is different than the rate upon which the
Seller's freight and handling charges were based. When shipments are delivered in
Seller's private trucks, Buyer will be charged an amount approximating the
prevailing common carrier rate.
10. RETURNEDGOODS.
Goods may not be returned. However, if Seller consents in writing or upon verbal
authorization to the return of Goods for any reason, Buyer, who also shall assume
all risk of loss of such returned Goods until actual receipt by Seller, must prepay
transportation charges.
11. INSPECTION,ACCEPTANCE.
Buyer shall inspect the Goods immediately upon the receipt thereof. All claims by
Buyer (including claims for shortages), except only those provided for under the
WARRANTYAND LIMITATIONS OF LIABILITY and PATENTS clauses below, must be
asserted in writing by Buyer within a 10-day period or they are waived. If this
contract involves partial performances, all such claims must be asserted within a
10-day period for each partial performance. Rejection may be only for defects
substantially impairing the value of the Goods. Buyer's remedy for lesser defects
shall be those provided for under the Warranty and Limitations of Liability clauses.
THERE SHALL BE NO REVOCATION OFACCEPTANCE. If Buyer wrongfully rejects,
revokes or delays acceptance of items or work tendered under this contract, or fails
to make a payment due on or before delivery, or repudiates this contract, Seller
shall, at its option, have the right to recover as damages, either the price as stated
herein (upon recovery of the price, the Goods involved shall become the property of
the Buyer) or the profit (including reasonable overhead) which the Seller would
make fromperformance together with incidental damages and reasonable costs.
12. WARRANTIES, LIMITATIONSOF LIABILITYANDDISCLAIMER.
(a) Seller warrants to the Buyer that its motors, gear reducers, gearmotors,
gearboxes, DC controllers, andAC drives are free fromdefects in workmanship and
materials when operated under normal conditions and in accordance with
nameplate characteristic limits. This warranty shall be in effect for a period of 12
months fromdate of installation, but in no event be in effect for more than 18months
from date of manufacture, with the following exceptions: i) EPACT motors (“G”
prefix), which are warranted for a period of 24 months from date of installation but
for not more than 30 months from date of manufacture, ii) Wattsaver Premium
Efficiency three phase motors and Speedmaster Inverter-Duty motors are
warranted for a period of 36 months from the date of installation but for not more
than 42 months from the date of manufacture, & iii) Motor brakes provided as
coupler brakes, brake kits, or as part of brakemotors are covered by the
manufacturers' (Stearns or Dings) warranties. Certain Goods are warranted for
different periods of time under specific conditions. Buyer must consult the current
product catalog or internet site to confirm this warranty period.
(b) Seller's sole obligation under the foregoing warranties is limited to either, at
Seller's option, replacing or repairing defective Goods (or defective parts thereof)
within the warranty period. Seller shall not be liable under any circumstances, for
consequential or incidental damages, including, but not limited to personal injury
or labor costs. This warranty does not cover the cost of removal, installation, or re-
testing of the new or repaired Goods or parts, or any other direct or incidental
expenses incurred in shipping the Goods to or from Seller. Replacement Goods or
parts are warranted for the remainder of the warranty period applicable to the
Goods originally supplied by Seller. All claims for allegedly defective Goods must
be made within 10 days after Buyer learns of such alleged defects. All claims not
made in writing and received by Seller within such 10-day period shall be deemed
waived. With prior approval from Seller, Buyer shall return a sample of the alleged
defective part, freight prepaid, for Seller's inspection, and no other Goods shall be
returned to Seller's District Office/Warehouse, nearest factory, or Authorized
Service Center without Seller's written consent. This warranty shall not extend to
Goods subjected to misuse, abuse, neglect, accident or improper installation or
maintenance, incorrect lubrication, incorrect electrical connection, improper
power supply, or Goods which have been altered or repaired by anyone other than
Seller or its authorized representative.
(c) Under no circumstances will Seller be responsible for any expense in
connection with any repairs made by anyone other than Seller or an Authorized
Service Center, unless such repairs have been specifically authorized in writing by
the Seller Service andWarranty Department.
TERMS AND CONDITIONS
TERMS AND CONDITIONS OF SALES QUOTATIONS ARE MADE AND ORDERS ARE ACCEPTED BY SELLER
ONLY TO THESE TERMS AND CONDITIONS. THE SELLER FOR THESE TERMS AND CONDITIONS APPLY TO
BOTH LEESON ELECTRIC AND LINCOLN MOTORS PRODUCTS::
TERMS AND CONDITIONS
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