Heydent GmbH

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Terms of Sales

Domestic quotation and sales made by Heydent GmbH are made on the following terms and conditions:
1. Limits of Agreement
The terms and conditions as set forth herein as well as any additional terms and conditions that may appear on an invoice at the time of sale shall constitute the entire agreement between Heydent GmbH (‘Seller’) and Buyer. The agreement shall not be modified except in writing, signed by the parties thereof. No waiver by Seller or any default provision hereof shall be deemed a waiver of any subsequent default or provision.
2. Price
(a) The price of all goods are net, exclusive of insurance cost. Title and all benefits and risks of ownership transfer to customer (Buyer) upon shipment. The cost of packaging for normal domestic shipment is included in the invoice price. Where special domestic or export packaging is specified, involving greater expense, a charge will be made to cover such extra expense.
(b) Prices and orders do not include Federal, State or local excise, sales, use or other taxes which are applicable to the goods sold, which tax or taxes (excluding only taxes based on the Seller’s income) will be added by Seller to the sales price when Seller has the legal obligation to collect the same and will be invoiced to and paid by Buyer, unless Buyer provides Seller with a proper tax exemption certificate.
(c) Unless otherwise stated by the Seller in writing, all quotations are firm for, and expire sixty 60 days after, date thereof and constitute offers.
(d) Prices quoted are for the goods described.
(e) All shipments will be billed at prices in effect on the date of acceptance of the Buyer’s order unless shipment is delayed at the Buyer’s request, in which case current pries as of the date of the shipment shall apply.
3. Payment T erms
(a) All payments shall be made to Seller as stated on the sales invoice prior to Seller’s shipment of an order. In the event Seller chooses to sell to the Buyer on open account, shipment is subject to credit approval and payment is due net 14 days from date of invoice. Obligation of the Buyer to make payment has to be done as written on the invoice. Interest accrues on overdue invoices at the rate of one and one-half percent (11?2 %) per month, but not more than the amount allowed by law, on the unpaid balance from the original due date of the invoice.
(b) If the financial condition of the Buyer at any time is such as to give Seller,
in its judgment, reasonable grounds for insecurity concerning Buyer’s ability to
perform its obligations under this agreement, Seller may require full or partial payment in advance and may suspend any further deliveries until such payment has been received or Seller shall have the right in addition to any other remedy to which it may be entitled in lay or equity, to cancel the sales order, refuse to make further deliveries, and declare immediately due and payable all unpaid amounts for goods previous delivered to the Buyer. Partial shipments made under any order shall be treated as a separate transaction and payment thereof shall be made accordingly. However, in the event of any default by Buyer, Seller may decline to make further shipments without in any way affected its rights under such order.
4. Transportation
Unless otherwise agreed to in writing by the Seller, all transportation shall be at the expense of Buyer. Seller reserves the right to ship Products freight collect and to select the means of transportation and routing. Risk of loss or damage shall pass to Buyer upon delivery of the products to the transportation company at the point where the product is handed over to the shipping company.. Confiscation or destruction of, or damage to Products shall not release, reduce or in any way affect the liability of the Buyer therefore. The foregoing includes Products returned at Buyer’s expense to such place as Seller may designate in writing. Buyer, at its expense, shall fully insure Products returned, for whatever reason to Seller.
5. Returns
The goods or parts thereof sold herein may in no case be returned to Seller without first obtaining Seller’s written consent. Sales are final upon shipment. The request for return and credit must be filed with Seller and shall include purchase order number, approximate date shipped and any and all other identifying numbers (such as invoice number, date of invoice, P.O. numbers, etc.). Each request for return of goods for credit should state the type and quantity of goods, the part numbers and the reasons for the return.
Goods shall be returned in a clean, well-packaged condition. No credit allowance on defective goods will be made and no replacement for defective goods will be shipped in any event unless the alleged defects are, among other things, established to Seller’s satisfaction after suitable testing and inspection by Seller. Seller reserves the right to charge a restocking fee on all returned goods.
6. Left Blank Intentionally.
7. Limited Warranty-Limitation of Liability and Remedies
(a) Except as otherwise specified herein, Seller warrants the goods which are of its manufacture and shipped hereunder to be free from defects in material and workmanship for six 6 months from shipment.
(b) This warranty is the only warranty made by Seller with respect to the goods delivered hereunder and no representative or person is authorized to assume on Seller’s behalf, any obligations or liabilities beyond this warranty in connection with the sale of Seller’s goods.
(c) All accessories used must be manufactured by Seller or certified in writing by Seller. Use of non-authorized accessories will void the warranty, all service contracts and all liability to Heydent GmbH.
(d) Seller’s sole and exclusive liability and the Buyer’s sole and EXCLUSIVE REMEDY under this warranty shall be, at Seller’s election, the replacement of goods, only if Seller is promptly notified in writing by Buyer upon discovery of the defects and Seller’s examination of such goods discloses to Seller’s satisfaction that such defects actually exist and the goods have not been
(1) worked on, or altered to affect the stability, reliability, or proper operation of such goods;
(2) subject to misuse, negligence or accident; or
(3) adjusted otherwise than in accordance with the instructions furnished by Seller.