- Terms and conditions
Terms and conditions
PAMARCO GLOBAL GRAPHICS INC (the Company) STANDARD TERMS AND CONDITIONS OF SALE
1. Acceptance: The Company hereby acknowledges that it has accepted the Customer’s order but only on the express condition that the Customer agrees to the terms and conditions contained herein. Notice of objection is hereby given to any terms or conditions appearing on the Customer’s purchase order, confirmation, or other form which the Company has previously received or subsequently receives which are additional to, different from, or in any way inconsistent with the terms and conditions hereof, and such terms and conditions shall not be binding on the Company and shall not be considered applicable to the sale or shipment of goods or the performance of work hereunder. If the Customer will not purchase on the standard terms and conditions of sale contained herein, the Customer must have furnished a signed typewritten or handwritten statement to that effect within five days from receipt of this document or before shipment of goods hereunder, whichever occurs first. The Customer’s failure to object within five days from receipt of an order acknowledgment, or any acceptance of goods by the Customer or any payment by the Customer of any part of the purchase price shall be deemed to be a waiver of : (i) any terms contained in any of the Customer’s documents and/or (ii) any representation which negates, limits, extends, or conflicts with this invoice form and shall signify the Customer’s acceptance of all these terms and conditions notwithstanding any acknowledgment by the Company of the Customer’s purchase order or any other document provided by the Customer.
2. Prices: All quoted prices are subject to change after thirty (30) days, unless the Company has expressly agreed in writing to price protection for a longer stated period.
3. Taxes: If the Company is required to pay any federal, state, or other government tax or duty of any kind (other than taxes imposed on the net income of the Company), it shall be added to the prices stated herein. The Customer agrees to reimburse and save the Company harmless from all such taxes or duties, including interest and penalties thereon, which at any time may be payable to any government unit with respect to the sale of any goods or performance of any work.
4. Credit and Payment: The Company may at its sole discretion, require the Customer to submit satisfactory evidence of ability to pay, to provide adequate security for payment, or to pay cash before shipment or beginning work notwithstanding anything to the contrary contained in any blanket order or similar contract. All payments shall be in U.S. Dollars, without offset, back charge, retention, or withholding of any kind. The Company shall be entitled to interest at a rate of 1.5% per month and the maximum allowed by law on all overdue payments plus all costs and expenses of collection.
5. Freight and Handling Charges: Unless otherwise expressly agreed, all common carrier/commercial freight charges are the responsibility of the Customer and are subject to adjustments for actual cost incurred by the Company.
6. Delivery: Unless otherwise specified, common carrier/commercial delivery will be FOB the Company plant and the Customer assumes all responsibility for risk of, loss of, or damages to, any goods furnished hereunder upon dispatch from the FOB plant.
7. Delays: If by any reason of any contingency beyond the Company’s control including (but not limited to) war, governmental requests, restrictions or regulations, fire, flood, casualty, accident, or other acts of God, strikes or other difficulties with employees, delay or inability to obtain labor, equipment, material and services through usual sources, failure or refusal of any carrier or transport materials, delay in transport thereof, or any other similar occurrence, the Company is not able to meet the terms of this Agreement, the Company may at its discretion and without liability or prior notice to the Customer, postpone the delivery dates under this document for a time which is reasonable under the circumstances.
8. Substitutes, Changes and Improvements: The Company reserves the right to change and modify the design and the construction of any of its goods, or to substitute material equal or superior to that originally specified, unless limited to the contrary on the face hereof. Description of goods specifications as stated herein may only be approximate and are therefore subject to revision by the Company. The Company will notify customers of modifications as appropriate.
9. Termination, Cancellation, and Modification: Orders cannot be terminated, canceled, or modified, or shipment deferred after acceptance of the Customer’s order by the Company except with the Company’s written consent and subject to conditions then agreed upon which shall indemnify the Company against liability and expense incurred and commitments made by the Company and which will provide for a profit on work in process, products or parts completed and ready for shipment and any other work completed in accordance with this order. The Company shall be entitled to request reasonable assurances that the Customer will accept and pay for any goods or work performed, including but not limited to requiring payments on account or in advance, if the Company believes that the Customer may not accept and pay for goods when delivered or work when performed. Until such assurances are received, the Company shall be entitled to stop work in progress, stop work on goods, cancel any agreements to sell goods, sue for and recover the purchase price or any expenses incurred to the date of cancellation, resell goods to a third party, or exercise any other remedy available at law or in equity.
10. Claims: Claims for shortage of goods or for mistakes or non-conforming goods or errors in billing must be presented within ten days from the date of receipt of goods and must state the packing slip number applicable to the claim. Any claim not so presented will be conclusively deemed waived.
11. Returned Goods: No goods may be returned without prior written approval in the form of a “Return Merchandise Authorization (RMA)” by the Company. If goods were bought from finished stock (i.e. off-the-shelf), and in the Company’s opinion can be returned to stock and re-sold, goods may be returned for credit if unused and in perfect condition, such condition to be solely based upon the opinion of the Company. All returns are only accepted subject to a 15% restocking charge, and subject to the Customer paying the original freight costs incurred in delivering the goods to the Customer and the costs of returning the goods to the Company.
12. Limited Warranty: Unless otherwise specified, all goods manufactured by the Company are warranted to be free from defects in workmanship and materials for one year from the date of purchase. For goods which are not manufactured by the Company, the warranty will be equal to the original manufacturers warranty supplied with those goods. This express warranty is not applicable to failure of or damage to any goods caused by mishandling and/or other abuse by the Customer. Where the Customer has also paid the Company for installation services, the Company also provides a 90 day labor warranty. Due to the nature of how they are used water train rollers are only warranted for six months from date of purchase. The Company will at its sole option, credit, repair or replace
(either whole unit or individual parts), goods supplied by the Company which the Company’s exam-ination shall disclose to the Company’s sole satisfaction are defective in workmanship or material and which the Company determines meet the criteria specified in the first paragraph of this Article 12. Credit, repair or replacement will be preconditioned upon examination of the goods by the Company, and if requested by the Company, return of the goods to the Company at its direction and expense.
THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR CONTINGENT DAMAGE OR EXPENSE, ARISING DIRECTLY OR INDIRECTLY FROM ANY DEFECTIVE OR INCORRECT GOODS OR FROM THE USE OF ANY SUCH GOODS. THE REMEDIES SET FORTH HEREIN SHALL CONSTITUTE THE EXCLUSIVE REMEDIES AVAILABLE TO CUSTOMER AND ARE IN LIEU OF ALL OTHER REMEDIES.
All goods furnished hereunder are warranted to be within the Company’s quality standards for such goods. The Company’s liability in any event is limited to customer’s net purchase price of such goods or to the replacement of such goods upon its return to us, transportation charges prepaid. In no event shall the Company be liable for any incidental, consequential or special damages.
NOTE: All roller warranties are invalid where, in the sole opinion of the Company, repairs are necessary to any core supplied by the Customer but such repairs are not authorized by the Customer.
The Company warrants that it conveys good title to any goods conveyed in this Agreement, although the Company shall retain and is hereby granted by the Customer a security interest in all goods sold until the purchase price is paid. The Customer agrees to execute any other documents to perfect said security interest at the request of the Company.
EXCEPT AS SPECIFICALLY STATED IN THE FOREGOING SENTENCES OR REQUIRED BY LAW, THE COMPANY MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR CUSTOMER’S PARTICULAR USE OR PURPOSE NOR ANY OTHER WARRANTIES EXPRESS OR IMPLIED WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, EXPRESSLY DISCLAIMS ALL ORAL WARRANTIES AND WARRANTIES APPEARING IN SALES LITERATURE OR OPERATING MANUALS AND DOES NOT WARRANT THE ACCURACY OR SUFFICIENCY OF ANY ADVICE OR RECOMMENDATIONS GIVEN TO CUSTOMER IN CONNECTION WITH THE SALE OF GOODS HEREUNDER.
13. Indemnification: The Customer shall indemnify, defend and hold the Company and its officers, directors and employees harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees and cost) of any kind or nature arising out of any third party claim or suits (except for those caused by the Company’s gross negligence) connected in any way with the Customer’s purchase, use or sale of goods under this Agreement or omission of the Customer.
14. Fair Labor Standards: All goods covered by this Agreement will be produced in conformity with all applicable provisions of the Fair Labor Standards Act of 1938 as amended.
15. Disputes: A dispute arising out of this Agreement, including any interpretation of the performance or non-performance thereof, shall be settled by three arbitrators one of whom shall be selected by each of the parties hereto, and the third party by the two arbitrators so selected. For any subsequent court proceeding arising out of or in relation to any purchase of goods or services by the Customer, the Customer agrees to submit to the jurisdiction of the Court of Cobb County, GA. The Customer agrees to indemnify and pay the Company for any attorneys’ fees, collection costs or any other costs of any kind or nature incurred by the Company in collecting any amount due the Company from the Customer or its successors or assigns or in defending against any claim asserted by the Customer or its successors or assigns against the Company which is later dismissed or not sustained by any court of competent jurisdiction or any appellate court. All of the Company remedies hereunder shall be cumulative and not exclusive.
16. Interpretation: Any sale or agreement to sell goods or perform work shall be governed by this document except for preemptive provisions of the Uniform Commercial Code as enacted and interpreted according to the laws of the State of Georgia. If any provision of this Agreement is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision, each of which shall be consumed and enforced as if the invalid or unenforceable portion were not contained herein.
17. Patents, Proprietary Designs and Trade Secrets: The Customer is entitled to use and sell goods sold under the Agreement which are subject to patents owned or controlled by the Company or under which the Company is licensed, but the Customer is not thereby granted any right or license in the patents. The Customer shall respect and protect the confidentiality of any unpatented knowledge or information concerning the Company products, methods, or manufacturing processes which the Company may disclose to the Customer incident to the use or manufacture of goods covered by this Agreement.
18. Waiver: The waiver by the Company of any breach under this Agreement shall not be deemed to be a waiver of any subsequent breach of a like or different nature.
19. Default: In the event the Customer becomes insolvent or makes a general assignment for the benefit of creditors or admits in writing its inability to pay debts as they mature or if a trustee or receiver of the Customer or of any significant part of Customer’s assets is appointed by any Court or if a proceeding is instituted under any provision of the federal bankruptcy law or any state insolvency law by or against the Customer and is acquiesced to or is not dismissed within thirty (30) days or results in an adjudication in bankruptcy or insolvency or if the Customer fails, or appears to be unable, to perform any of its obligations in accordance with the terms and conditions of any contract between the Customer and the Company then the Company may (a) cancel any of the Customer’s orders in whole or in part by written notice to the Customer, (b) require the Customer to make full payment to the Company prior to shipment of any order in whole or in part, (c) declare any other obligations of the Customer to the Company immediately due and payable, and/or (d) institute collection proceedings in any court of competent jurisdiction.
20. Freight and Handling Charges For International Sales: In the event that goods are to be shipped to destinations beyond the continental limits of the USA, all fees and expense relating to export documentation, export packing, marking, and transportation shall be the responsibility of the Customer unless otherwise agreed in writing by the Company prior to shipping. In addition, Customs clearance into the country of destination as well as payment of all related charges including duties and taxes shall be the responsibility of the Customer, unless otherwise agreed by the Company in writing. The Company will prepare consular and commercial documentation according to the Customer’s instructions, but shall have no liability for any loss or expense arising there from. In the event that goods are to be shipped from the Customer to the Company in the USA, then the Customer will prepare all consular and commercial documentation according to the Company’s instructions. In the event that goods are to be shipped via ocean transportation, Customer is responsible for providing, not later than 24 hours prior to vessel departure from origin, all information required for the Importer’s Security Filing (ISF). Any fines or charges incurred as a result of the Customer not providing this information is to be paid by the Customer.
21. Credit and Payment for International Sales: In the event that any goods are to be shipped to destinations beyond the continental limits of the USA, the Company requires that all transactions be prepaid via wire transfer, unless otherwise agreed upon. Banking information will be provided.
22. Captions: The section captions herein are for reference only and shall in no way limit or define the meaning of the provisions hereof.
23. Entire Agreement : This document contains the entire agreement between the Company and the Customer and it is expressly understood and agreed that no promises, provisions, terms, warranties, conditions or obligations whatever, either express or implied, other than herein set forth, shall be binding upon either party.