Terms of Sale1. Application and Scope:The terms and conditions contained herein apply to proposals made, and to purchase orders received, by HOFFMANN MACHINE COMPANY, INC. (hereinafter called “Seller”), and sets forth the entire agreement between the parties hereto, and supersedes all communication, representations or agreements, whether oral or written, between the parties hereto with respect to the subject matter herein, and no agreement or understanding varying or extending the terms or conditions hereof will be binding unless expressly agreed to in writing by Seller. No conditions stated by Buyer in its purchase order or orders shall be binding upon Seller if in conflict with, inconsistent with, or in addition to, the terms and conditions contained herein, unless expressly accepted in writing by Seller. Seller’s failure to object to any provision contained in any communication or purchase order from Buyer shall not be deemed a waiver of the terms and conditions herein. All orders or contracts are subject to approval and acceptance by Seller at its main office in North Carolina. These Terms and Conditions are within the sole discretion of Seller and are subject to change with or without prior notice. By issuing Purchase Orders to or placing orders with HOFFMANN MACHINE COMPANY the buyer acknowledges and accepts these Terms and Conditions in their entirety. Most current version of these Terms and Conditions of Sale supersede and invalidate all previous versions. 2. Quotations and F.O.B. Point:Prices are quoted and all sales are made F.O.B. Sellers facility and, unless otherwise indicated in the proposal, prices quoted are effective for a maximum thirty (30) days after the date of any proposal. 3. Terms of Payment:All invoices are due and payable as set forth on the front of the invoice. Each delivery shall be considered a separate and independent transaction and payment thereof shall be made on terms set forth on invoice covering same. If delivery is delayed by Buyer, payment shall become due when Seller is prepared to make delivery. If, in the sole judgment of the Seller, the financial condition of Buyer at any time does not justify continuation of manufacture or of delivery as originally specified, Seller may vary terms of payment by requiring full or partial payment in advance, or otherwise, or may ship to Buyer’s order against sight draft with bill of lading attached.
If payment is not received on or before payment due date and as set forth in terms on proposal and/or invoice, or if payment is delayed, or if payment amount is reduced, seller reserves the right to reduce or revoke equipment warranty, at seller’s sole discretion. Eventual payment of outstanding amount does not automatically reinstate warranty. Warranty can only be reinstated by seller and reinstatement must be confirmed by seller in writing to be valid.4. Taxes:Unless the quotation expressly provides otherwise, the amount of any present or future Federal, State or local sales, excise or other tax applicable to the products purchased hereunder, or to the manufacture or sale thereof (including, without limitation, state or local privilege or excise taxes based on gross revenue), and any taxes or amounts in lieu thereof paid or payable by Seller in respect of the foregoing (excluding, however, taxes based on net income), shall be added to the purchase prices and shall be paid by Buyer. In lieu thereof, Buyer may provide Seller with an appropriate tax exemption certificate acceptable to the taxing authorities. 5. Warranty:The products covered herein are warranted, for a period of twelve (12) months from date of shipment, against defects in material and workmanship under normal use and service by Buyer. Normal Use and Service is defined as operation of equipment in single eight (8) hour shifts per day, no more than five (5) days per week. Operation in multiple shifts and/or more than five (5) days per week will reduce length and/or scope of equipment warranty. The liability of Seller under its warranty is limited to adjustment, in accordance with the Warranty Adjustment Terms set forth below, for products which are found to be defective by Seller in the form in which they were originally shipped. In no event will Seller be liable for collateral, consequential or other damages of any kind.
Parts replaced under Warranty are covered for a period of six (6) months from the date of shipment, unless otherwise specified on invoice, subject to the warranty adjustment terms set forth below.
SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.6. Warranty Adjustment Terms:(a) Adjustments will be limited to claims which are presented promptly after the product is found to be defective, and within the aforesaid warranty period.
(b) All products claimed to be defective will be subject to inspection and test by Seller. Normally, Seller will request return of products for inspection and test, however, Seller reserves the right to make inspection and test on Buyer’s premises. Returns are to be made only as and if authorized in writing by Seller.
(c) Buyer will pay all packaging, inspection, labor and transportation costs involved. Credit for the transportation costs only will be issued by Seller provided adjustment subsequently is allowed.
(d) No adjustments will be allowed for products which have been subjected to abuse, improper installation or application, alteration, accident or negligence in use, storage, transportation or handling; nor for products on which original identification markings have been removed, defaced or altered.
(e) Final determination as to whether any adjustment is allowable, and as to the extent thereof, rests with Seller. Full adjustment, if allowed, normally will be made by replacement in kind on an exchange basis. Pro rate adjustment, if allowed, normally will be made by the issuance of credit. In all cases, however, Seller reserves the right to make adjustment by repair, replacement or credit.
(f) Replacement for products found subject to adjustment, whether new or repaired, will be shipped F.O.B. city of destination with transportation charges prepaid by Seller.7. Installation:Buyer shall install machinery purchased from Seller at Buyer’s cost and expense, unless otherwise expressly stipulated in writing. 8. Packaging and Shipment:All products shipped hereunder will be packaged in accordance with standard commercial practice for domestic shipment. Seller’s liability as to delivery ceases upon making delivery of products purchased hereunder to carrier at Seller’s facility, in good condition, the carrier acting as Buyer’s agent. All claims for damages must be filed with the carrier or Buyer’s insurer as appropriate. Seller will select the method of shipment unless Buyer does so in writing at least ten (10) days in advance of the scheduled delivery date. Equipment held for Buyer because of Buyer’s delay in acceptance, shall be at Buyer’s risk and expense. Seller does not assume liability for shipping in the least expensive manner. 9. Deliveries:It is the desire of Seller to meet requested delivery schedules, however, Seller shall not incur any liability, consequential, collateral or otherwise, due to any delay or failure to deliver for any reason, other than arbitrary refusal by Seller to perform. Any delivery indication furnished by Seller only represents the best estimate of the time required to make shipment. 10. Assignment:Buyer shall not assign this purchase order or any interest herein or any rights thereunder, without the prior written consent of Seller 11. Termination:Seller may terminate the purchase order or any part thereof herein referred to or any other purchase order or orders then outstanding by written, telegraphic or electronic mail notice to Buyer if Buyer becomes insolvent or is subject to proceedings under any law relating to bankruptcy, insolvency or relief of debtors. Upon such termination Seller shall be entitled to receive reimbursement for reasonable termination charges. 12. Cancellations or Returns:Buyer shall not cancel any order nor return any equipment without first obtaining the written consent of Seller. In any event, in case of refusal or inability of Buyer to accept a delivery, the Buyer shall nevertheless be liable for freight, express, storage, handling, restocking and any other expense resulting. In no event are orders for machines or parts built to customers’ specification subject to cancellation and Buyer shall be liable for work done and materials used. 13. Specifications:(a) Phone order specifications are filled at Buyer’s risk unless confirmed in writing prior to commencement of manufacture.
(b) If equipment is found not the meet original specifications, Seller shall have a reasonable time to make adjustments.14. Law Governing:Buyer’s purchase order shall be governed by and construed according to the laws of the State of North Carolina. The courts of the State of North Carolina shall have jurisdiction over any controversy that may arise out of the dealings between Buyer and Seller. 15. Force Majure:Seller shall not be liable under this agreement by reason of its delay in the performance of or failure to perform any of its obligations hereunder if such delay or failure is caused by acts of God or the public enemy, riots, incendiaries, interference by civil or military authority, compliance with government laws, public health emergencies or pandemics, rules and regulations or any fault beyond its control. 16. Acceptance:Issuing a Purchase Order to, or placing an order with SELLER, or payment for or a deposit made for SELLER’s products shall constitute a contract embodying all of terms and conditions stated herein. 17. Ownership:All products remain the sole property of the Seller until all charges, including all transportation, crating and installation costs, are paid in full. 18. Severability:he provisions of these Terms and Conditions are intended to be severable. If, for any reason, any of the above provisions should be found unenforceable or invalid in whole or in part, in any jurisdiction, such provision be ineffective only to the extend the determination of invalidity or unenforceability in that jurisdiction. Any such determination shall not affect the enforceability or validity of the remaining provisions. Updated and Effective January 25, 2021