E.H. WACHS® SALES TERMS AND CONDITIONS
All sales made by E.H. Wachs® or any of its divisions or subsidiaries (hereinafter called "Seller") to its customers (hereafter called “Purchaser”) are subject to the following Sales Terms and Conditions (the “Terms”). Purchaser’s acceptance of these terms and conditions shall be made by either (a) Purchaser’s providing a purchase order for products or services (an “Order") to Seller or (b) Purchaser’s receipt of any products, equipment or consumables (“Products”) or services from E.H. Wachs, whichever occurs first.
1. Acceptance. These Terms, any quotation provided by Seller, acknowledgment or invoice and all documents incorporated by specific reference constitute the complete agreement governing the sale of Products. No Orders shall be binding upon Seller until accepted in writing by an authorized official of Seller; and in all events any Order shall be subject to these Terms. No additional or different terms will be binding upon Seller unless specifically agreed to in writing. Failure of Seller to object to provisions contained in any Order or other communication from a purchaser shall not be construed as a waiver of these terms and conditions, nor an acceptance of any such provisions. SELLER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY PURCHASER, WHETHER OR NOT CONTAINED IN ANY OF PURCHASER’S BUSINESS FORMS OR ON PURCHASER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS WILL BE OF NO EFFECT.
2. Modification and Cancellation. Once Seller has accepted an Order or begun work on an Order, Purchaser cannot cancel or modify that Order without Seller’s written consent. In such event, Purchaser will be liable for cancellation or modification charges and all costs incurred by Seller in connection with the cancellation or modification, as applicable, together with a reasonable allowance for prorated expenses and anticipated profits
3. Quotations. Quotations are only valid in writing and for 60 days from the date of the quotation. All quotations are subject to change or withdrawal without prior notice to Purchaser. Quotations are made subject to approval of Purchaser’s credit. Seller may refuse Orders and has no obligation to supply Products unless Seller issues an Order acknowledgement or upon the shipment of Product.
4. Credit Approval. All shipments are subject to approval by Seller’s credit department. Seller may invoice Purchaser and recover for each shipment as a separate transaction. If, in Seller’s sole judgment, Purchaser’s financial condition is or becomes unsatisfactory, then Seller may, without prejudice to any of its other remedies: (a) defer or decline to make any shipments except upon receipt of satisfactory security or cash payments upon Seller’s acceptance of an Order; and/or (b) terminate any or all of Purchaser’s Orders.
5. Delivery, Title and Risk of Loss. Unless otherwise agreed upon by the parties in writing, all shipments are ExWorks Seller’s facility (Incoterms 2010). Title and risk of loss for Products shall pass to Purchaser upon delivery in accordance with the applicable shipping term. Seller may make a single delivery of Products or may make deliveries in installments; unless otherwise set forth herein, all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Purchaser of his payment obligations or obligations to accept remaining deliveries.
If the parties agree to delay the date of delivery based on Purchaser’s request, Seller may invoice based on the originally scheduled delivery date and Purchaser’s payment obligations shall remain unchanged and Purchaser shall remit payment within 30 days of invoice date. If the Products are not shipped within 15 days after notification to the Purchaser that they are ready for shipping, Seller may store such Products at the Purchaser's risk in a warehouse or yard or at Seller's premises. Purchaser shall pay all handling, transportation and storage costs associated with such storage.
6. Substitutes. Seller may furnish suitable substitutes for materials unobtainable because of acts by a governmental authority or resulting from inability to obtain materials from Seller’s suppliers
7. Minimum Order. All Orders shall be subject to Seller’s minimum order amount of $100.00 USD, or a surcharge may be assessed at Seller’s election.
8. Returns. All returns must be pre-approved in writing by Seller before being shipped to Seller. All returned Products must be in unused, resalable condition at Purchaser’s expense. In addition to nonrefundable freight charges, returns are subject to a 15% restocking fee. Standard tooling, bits and blades (new in original, factory sealed packaging) with a combined retail value of $100.00 USD or greater may be returned for credit without a restocking fee. Returned standard tooling with a combined retail value under $100.00 USD will not be accepted for return, and shall remain the property of the Purchaser. Products that have been specially designed and manufactured for Purchaser may not be returned.
9. Terms of Payment. All prices are quoted, and payments must be received, in U.S. Dollars (USD). All prices are subject to change without notice unless otherwise specified by Seller. The price of Products on order but unshipped may be adjusted to the price in effect at the time of shipment. Quoted prices are, however, firm for the days designated. Purchaser shall pay all invoices within 30 days of the invoice date unless otherwise specified by Seller. Overdue invoices will incur interest at the rate of 1.5% per month, or at the maximum rate allowable by governing law. Purchaser’s inspection rights herein will not affect the payment terms. Under no circumstances will Purchaser have a right of set-off. If Purchaser fails to make any payment as required, Purchaser agrees to reimburse Seller for all associated costs incurred by Seller, including reasonable attorney fees and court costs. Seller may submit invoices to Purchaser as partial shipments are made. If Purchaser fails to remit any payment as required herein or Seller suspects Purchaser to be insolvent or otherwise unable to pay for the Products, Seller may demand full or partial payment in advance before proceeding with performance of its obligations or cancel any orders at its option without prejudice to other lawful remedies. Purchaser’s use of credit cards for payment must be pre-approved in writing by Seller and are subject to Seller’s credit card policy, which shall be provided upon request.
10. Taxes and Other Charges. Seller’s prices do not include and Purchaser shall pay all applicable federal, state, municipal, and other government taxes. Exemption certificates must be presented to Seller when the Order is placed and prior to shipment if they are to be honored, and must be valid for the place of delivery. If Seller is subsequently required to pay any such fees, taxes, or charges, Purchaser shall reimburse Seller therefor.
11. Product Warranties. Seller warrants that it will convey the Products free and clear of all liens, security interests and encumbrances created by, through or under Seller. Seller further warrants that for a period of 12 months from the date of shipment (the “Warranty Period”), under normal use and given proper installation and maintenance as determined by Seller, the Products: (a) will conform to Seller’s written specifications or other descriptions; and (b) will be free from substantial defects in material and workmanship.
In the event of a breach of the warranties set forth above (the “Warranties”), Seller will, at Seller’s option and as Seller’s sole liability and Purchaser’s sole remedy, repair, replace or credit Purchaser’s account for any Product that fails to conform to the Warranties, provided that (i) during the Warranty Period Seller is promptly notified in writing upon discovery of such failure with a detailed explanation of any alleged deficiencies; (ii) Seller is given a reasonable opportunity to investigate all claims; and (iii) Seller’s examination of such Product confirms the alleged deficiencies and that the deficiencies were not caused by accident, misuse, neglect, improper installment, unauthorized alteration or repair or improper testing. No Products may be returned to Seller until inspection and approval by Seller. Freight for returned Products shall be paid for by Purchaser.
The Warranty against defects does not apply to: (1) consumable components or ordinary wear items including but not limited to feed screws, chain drives, clutch friction parts, cutting tools, tungsten weld tips, and blades; or (2) use of the Products with equipment, components or parts not specified or supplied by Seller or contemplated under the Product documentation. EXCEPT AS SET FORTH ABOVE, SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE). To the extent permitted, Seller shall assign to Purchaser any warranties Seller receives from third party manufacturers of parts, components, and equipment.
12. Service Warranty. Seller warrants that (a) it will perform services in a timely, competent and professional manner and in accordance with industry standards; and (b) the services shall conform to any applicable specifications or statement of work.
13. Limitation of Liability. The Seller shall not be responsible or liable for any damage resulting from improper storage, handling, or use of Product prior to placing the apparatus in service, and will not assume any responsibility, expense or liability for unauthorized repairs. Purchaser is solely responsible for determining if a Product is fit for a particular purpose and suitable for Purchaser’s method of application. Accordingly, and due to the nature and manner of use of Seller’s Products, Seller is not responsible for the results or consequences of use, misuse or application of its Products.
SELLER SHALL NOT BE LIABLE, AND PURCHASER WAIVES ALL CLAIMS AGAINST SELLER, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON SELLER’S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. IN NO EVENT WILL SELLER’S LIABILITY IN CONNECTION WITH THE AGREEMENT OR SALE OF SELLER’S PRODUCTS EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS AS TO WHICH THE CLAIM IS MADE.
14. Intellectual Property. All intellectual property rights embodied in or associated with the Products, including but not limited to: patents, trademarks, copyrights, trade secrets, trade dress, service marks, and designs (“Intellectual Property”), are and shall at all times remain the sole and exclusive property of Seller. Other than a limited right to use the Products as intended in accordance with the Purchase hereunder, no rights or licenses of any kind are granted by Seller with respect to the Intellectual Property. Seller does not waive any rights in any Intellectual Property whether presently owned or hereafter acquired. Purchaser has no interest in, and shall make no claim with respect to any of the Intellectual Property. Purchaser agrees not to reverse engineer any of the Products or the technology embodied therein. Seller represents and warrants that the Products and their use as intended do not knowingly infringe or otherwise violate the intellectual property rights of any third parties.
15. Trademarks. Purchaser shall not use, directly or indirectly, in whole or in part, Seller’s name, or any other trademark or trade name that is now or may hereafter be owned by Seller (collectively the “Trademarks”), as part of Purchaser’s corporate or business name, or in any way in connection with Purchaser’s business, except in a manner and to the extent authorized herein or otherwise approved by Seller in writing. Purchaser hereby acknowledges Seller’s ownership of the Trademarks and the goodwill associated therewith. Purchaser shall not infringe upon, harm or contest the validity of any Trademarks.
16. Confidential Information. All information furnished or made available by Seller to Purchaser in connection with the subject matter hereof shall be held in confidence by Purchaser. Purchaser agrees not to use (directly or indirectly), or disclose to others, such information without Seller’s prior written consent. The obligations in this section will not apply to any information that: (a) at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Purchaser of any obligation herein; (b) Purchaser can show by written records was in Purchaser’s possession prior to disclosure by Seller; or (c) is legally made available to Purchaser by or through a third party having no direct or indirect confidentiality obligation to Seller with respect to such information.
17. Compliance. Purchaser agrees to comply with all applicable federal, state, local and foreign rules, regulations, ordinances and laws applicable to Purchaser’s obligations hereunder and Purchaser’s use of the Products, including import/export laws, labor laws and anti-corruption laws. If Purchaser delivers Products to others who may use the Products outside the United States, Purchaser acknowledges and shall advise others that the Products are controlled for export by the U.S. government, and that the Products may require authorization prior to export from the United States or re-export from any location beyond the U.S. Purchaser agrees that it will not export, re-export or otherwise distribute Products in violation of any export control laws or regulations of the United States. Purchaser further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals on the Consolidated Screening List which is comprised of lists of by the Department of Commerce, Department of State (BIS and DDTC) and the Department of the Treasury which identifies parties that the United States government maintains restrictions on as to certain exports, re-exports or transfers of items. Purchaser shall indemnify and hold Seller harmless for any violation by Purchaser or any of Purchaser’s assignees, vendees or transferees of any applicable laws.
18. Anti-Corruption. Purchaser agrees it has not made and will not make any direct or indirect payment, offer to pay or authorization to pay any money, gift or valuables to any government official or the immediate family of such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Purchaser in obtaining or retaining business, or securing an improper advantage.
19. Governing Law and Dispute Resolution. Any dispute arising out of or related to the Agreement will be governed by and construed according to the laws of the state of Illinois and litigated exclusively in a state or federal court located in Cook County, Illinois. The parties hereto expressly release and waive any and all rights to a jury trial and consent to have any dispute heard solely by a court of competent jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. If either party commences litigation or mutually agreed upon alternative dispute resolution concerning any provision of the Agreement, the prevailing party is entitled, in addition to the relief granted, to a reasonable sum for their attorney’s fees in such litigation or mutually agreed upon alternative dispute resolution, provided that if each party prevails in part, such fees will be allocated in the manner as the court or arbitrator determines to be equitable in view of the relative merits and amounts of the parties’ claims.
20. Force Majeure. Seller will not be responsible for failure to perform in a timely manner when its failure results from events beyond its reasonable control (an event of “Force Majeure”), including acts of God, epidemics, acts of war whether declared or undeclared, blockades, labor disputes (whether of Seller’s employees or the employees of others), raw material shortages and material increases in costs of raw materials. In the event of Force Majeure, the time for performance will extend for such time as reasonably necessary to enable Seller to perform.
21. Assignment. No assignment of any rights or interest or delegation of any obligation of Purchaser under the Agreement or any Order may be made without Seller’s prior written consent. Any attempted assignment will be void. Seller may assign the Agreement or otherwise transfer its rights and/or obligations under the Agreement. The Agreement will inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
22. Relationship of the Parties. Nothing in the Agreement or the course of dealing of the parties may be construed to constitute the parties hereto as partners, joint venturers or as agents for one another or as authorizing either party to obligate the other in any manner.
23. Survival. Any provisions in the Agreement which, by their nature, extend beyond the termination or expiration of any sale of Products, will remain in effect until fulfilled.
24. Waiver. In the event of any default by Purchaser, Seller may decline to ship Products. If Seller elects to continue shipping or otherwise fails to insist upon strict compliance with the Agreement, Seller’s actions will not constitute a waiver of Purchaser’s default or any other existing or future default, or affect Seller’s legal remedies.
25. General. These terms and conditions, as published on the E.H. Wachs website located at www.ehwachs.com at the time of sale, are the official terms and conditions of sale between E.H. Wachs (Seller) and Purchaser, and may be amended from time to time without notice at Seller’s sole discretion.
Sales Terms and Conditions Revised 9/22/16
E.H. WACHS® EQUIPMENT RENTAL TERMS AND CONDITIONS
All rentals made by or through E.H. Wachs® (hereinafter called "Lessor") to its equipment rental customers (hereinafter called "Lessee") are subject to the following Equipment Rental Terms and Conditions. Lessee's acceptance of these terms and conditions shall be made by either (a) Lessee providing a purchase order number to Lessor or (b) Lessee's acceptance of any rented equipment and/or accessories ("Products") from Lessor, whichever occurs first. These terms apply to all Products rented by or through Lessor including equipment, accessories, plugs, and tools manufactured or supplied from Lessor’s rental partners.
1. Availability, Acceptance and Governing Provisions. All Product rentals are subject to availability of those Products at time of order. No orders for rentals or products of E.H. Wachs shall be binding upon Lessor until accepted in writing by an authorized official; and in all events any such order shall be subject to these terms and conditions which shall be deemed part of such order upon acceptance thereof by Lessor. No additional agreements will be binding upon Lessor unless specifically agreed to in writing. Failure of Lessor to object to provisions contained in any purchase order or other communication from a Lessee shall not be construed as a waiver of these terms and conditions, nor an acceptance of any such provisions. This contract and these terms and conditions shall constitute the entire agreement between Lessor and Lessee, and shall be governed by and shall be construed according to the internal laws of the State of Illinois.
2. Rental Period. The rental period begins on the day of shipment from the originating rental facility, and ends on the day of the Product's return to the originating facility. No allowance is made for Sundays, Holidays or time in transit. Lessee is obligated to return Products to the originating facility or incur additional expense unless other arrangements have been agreed to in writing by Lessor’s authorized official.
3. Product Usage. Lessee warrants that it is knowledgeable and experienced in the safe operation of all Products rented from Lessor including but not limited to orbital cutting equipment, portable weld prep machining equipment, and isolation and test tools. Lessee agrees that it shall only allow those individuals qualified and sufficiently trained in the safe and proper use of the applicable Products to operate the Products. Training, proper handling, and safe operation is solely the responsibility of Lessee. Lessee agrees that this Product rental does not grant Lessee any title or property rights in the Products, all title and property rights shall remain with the Lessor and/or its rental partners.
4. Condition of Products. Lessee hereby acknowledges receipt of the Products in good working order. Lessee further acknowledges that it has examined the Products and declares that it has received all of such Products in secure and good working condition. Lessee's failure to object in writing to the condition of the Products within 6 hours after receipt thereof shall be deemed conclusive that all of the Products were in good working order when delivered.
5. Minimum Order and Returns. All orders shall be subject to Lessor's minimum order amount of $100.00 USD, or a surcharge may be assessed. Lessee may order additional items (such as tooling) at order acceptance to meet minimum order amount. Standard tooling, bits and blades (new in original sealed factory packaging) with a combined retail value of $100.00 USD or greater may be returned. Returned standard tooling with a combined retail value under $100.00 USD will not be accepted for return, and· shall remain the property of the Lessee. Non-standard, specially designed & manufactured tooling will not be accepted for return. All returns must be pre-approved by Lessor and returned in resalable condition at Lessee's expense. All tooling returns are not subject to a restocking fee, however freight charges are non refundable.
6. Payment. All prices are quoted, and payments must be received, in U.S. Dollars (USD). Unless otherwise expressly stated all prices are subject to change without notice. Terms of payment are Net 30 days on open account, Letter of Credit or Sight Draft. Visa, MasterCard and American Express are also accepted, COD or cash in advance may be required. Invoices are due and payable within 30 days of invoice date ("due date") unless otherwise expressly indicated, and a late payment charge of one and one-half percent (1-1/2%) per month may be added to any invoiced amounts unpaid when due.
7. Shipping and Freight Charges. The Lessee is responsible for all freight charges incurred on all rental Products and accessory orders, both outbound and inbound, from the originating Lessor's facility. Freight shipments arranged by Lessor are prepaid, and will be added to the Lessee's invoice subject to an additional handling charge as applicable. Products may be shipped Freight Collect or charged to the Lessee’s shipping account if Lessor is supplied Lessee’s carrier information at order acceptance.
8. Taxes and Other Charges. Lessee shall bear applicable federal, state, municipal, and other government taxes (such as manufacturer's tax, retailer's occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, etc.) Taxes, fees or charges of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Lessor and Lessee, are not included in prices shown and must be added in sales record of Lessee. Exemption certificates, valid in the place of delivery, must be presented to Lessor at order acceptance and prior to shipment if they are to be honored.
9. Damage, Loss or Missing Components. Lessee agrees to pay for any damage or loss of the Products, regardless of cause, and keep the Products, tools, and accessories in good repair and operating condition at all times. Products returned from Lessee inoperative, damaged or with missing components will be refurbished to original working order by Lessor at Lessee’s expense. Lessee shall be notified of refurbishing and missing component costs, including parts and labor, prior to the repair. All Products which cannot be returned to Lessor due to nuclear contamination or other causes will be invoiced to Lessee at its current published list price.
10. Loaner Products. Loaner Products are subject to these terms and conditions, ask your sales representative for details. As per equipment rental agreements, customer shall be responsible for all outbound and inbound prepaid freight charges, plus lost or damaged parts, on machines loaned while awaiting delivery of new Products. Customer will be allowed (1) week after receipt of new Products to return loaner Products to the originating Wachs facility. Standard weekly rental rates will be billed from 8th day onward until the loaned Products have been received at the originating Wachs facility.
11. Liability and Indemnity. The Lessee shall be liable for all damage arising from Products rental use, misuse or negligence of Lessee, including any accidents to persons or property arising thereof. Lessee covenants and agrees to indemnify and hold harmless Lessor free from any and all claims, actions, suits, damages and liabilities, including attorney's fees, arising out of, connected with, or resulting from the rented Products and/or its complementary tools or attachments. This includes, without limitations, the manufacture, selection, delivery, possession or use of the rented Products.
12. Service Warranty. Lessor warrants that (a) it will perform services in a timely, competent and professional manner and in accordance with industry standards; and (b) the services shall conform to any applicable specifications or statement of work.
13. Limitation of Liability. The Lessor shall not be responsible or liable for any damage resulting from improper storage, handling, or use of Product prior to placing the apparatus in service, and will not assume any responsibility, expense or liability for unauthorized repairs. Lessee is solely responsible for determining if a Product is fit for a particular purpose and suitable for Lessee’s method of application. Accordingly, and due to the nature and manner of use of the Products, Lessor is not responsible for the results or consequences of use, misuse or application of its Products.
LESSOR SHALL NOT BE LIABLE, AND LESSEE WAIVES ALL CLAIMS AGAINST LESSOR, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DOWN TIME, LOST PROFITS OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON LESSOR'S NEGLIGENCE OR BREACH OF WARRANTY OR STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION. IN NO EVENT WILL LESSOR'S LIABILITY IN CONNECTION WITH THE AGREEMENT OR SALE OF THE PRODUCTS EXCEED THE RENTAL PRICE OF THE SPECIFIC PRODUCTS AS TO WHICH THE CLAIM IS MADE.
14. Intellectual Property. All intellectual property rights embodied in or associated with the Products, including but not limited to: patents, trademarks, copyrights, trade secrets, trade dress, service marks, and designs ("Intellectual Property"), are and shall at all times remain the sole and exclusive property of Lessor. Other than a limited right to use the Products as intended in accordance with the rental hereunder, no rights or licenses of any kind are granted by Lessor with respect to the Intellectual Property. Lessor does not waive any rights in any Intellectual Property whether presently owned or hereafter acquired. Lessee has no interest in, and shall make no claim with respect to, any of the Intellectual Property. Lessee agrees not to reverse engineer any of the Products or the technology embodied therein. Lessor represents and warrants that the Products and their use as intended do not knowingly infringe or otherwise violate the intellectual property rights of any third parties.
15. Trademarks. Lessee shall not use, directly or indirectly, in whole or in part, Lessor's name, or any other trademark or trade name that is now or may hereafter be owned by Lessor (collectively the "Trademarks"), as part of Lessee's corporate or business name, or in any way in connection with Lessee's business, except in a manner and to the extent authorized herein or otherwise approved by Lessor in writing. Lessee hereby acknowledges Lessor’s ownership of the Trademarks and the goodwill associated therewith. Lessee shall not infringe upon, harm or contest the validity of any Trademarks.
16. Confidential Information. All information furnished or made available by Lessor to Lessee in connection with the subject matter hereof shall be held in confidence by Lessee. Lessee agrees not to use (directly or indirectly), or disclose to others, such information without Lessor’s prior written consent. The obligations in this section will not apply to any information that: (a) at the time of disclosure was or thereafter becomes generally available to the public by publication or otherwise through no breach by Lessee of any obligation herein; (b) Lessee can show by written records was in Lessee's possession prior to disclosure by Lessor; or (c) is legally made available to Lessee by or through a third party having no direct or indirect confidentiality obligation to Lessor with respect to such information.
17. Compliance. Lessee agrees to comply with all applicable federal, state, local and foreign rules, regulations, ordinances and laws applicable to Lessee's obligations hereunder and Lessee's use of the Products, including import/export laws, labor laws and anti-corruption laws. If Lessee delivers Products to others who may use the Products outside the United States, Purchaser acknowledges and shall advise others that the Products are controlled for export by the U.S. government, and that the Products may require authorization prior to export from the United States or re-export from any location beyond the U.S. Lessee agrees that it will not export, re-export or otherwise distribute Products in violation of any export control laws or regulations of the United States. Lessee further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals on the Consolidated Screening List which is comprised of lists by the Department of Commerce, Department of State (BJS and DOTC) and the Department of the Treasury which identifies parties that the United States government maintains restrictions on as to certain exports, re-exports or transfers of items. Lessee shall indemnify and hold Lessor harmless for any violation by Lessee or any of Lessee's assignees, vendees or transferees.
18. Default. In the event of Lessee's default or breach of any term or condition of this agreement, Lessor may terminate this agreement and declare the entire unpaid balance immediately due and payable, and in addition to any remedy provided by law, at Lessor's request Lessee shall immediately: (a) assemble the Products and make it available to the Lessor at Lessee's premises, or at such other place as Lessor may designate; (b) permit Lessor to enter upon Lessee's premises and remove the Products or render it unusable; or (c) permit Lessor to dispose of the Products on Lessee's premises in such manner as Lessor may determine.
19. General. These terms and conditions, as published on the E.H. Wachs website located at www.ehwachs.com at the time of Product rental, are the complete equipment rental terms and conditions between Lessor and Lessee, and may be amended from time to time without notice at Lessor's sole discretion.
Equipment Rental Terms and Conditions Revised 5/16/2017
Wachs UK® Sales Terms and Conditions
All sales made by Wachs UK® (hereinafter called "Seller") to its customers (hereafter called “Purchaser”) are subject to the following Sales Terms and Conditions. Purchaser’s acceptance of these terms and conditions shall be made by either (a) Purchaser’s providing a purchase order number to Seller or (b) Purchaser’s acceptance of any product from Wachs UK, whichever occurs first.
- General Definitions. The following terms and conditions constitute the entire agreement between you (the buyer) and Wachs UK (the seller) for the purchase of equipment. Unless otherwise agreed in writing by the Sellers, these terms and conditions will apply to all transactions between the Buyer and the Seller to the exclusion of any terms and conditions put forward.
- Delivery and Collection. In addition to the purchase charge, separate charges will be made for delivery and collection of the equipment. Where the Buyer’s own transport is used it is the Buyer’s responsibility to adequately pack and protect the equipment. All packaging materials are chargeable.
- Acceptance Conditions. Acceptance of delivery of the equipment by the Buyer or its appointed agent will be conclusive evidence that the said equipment has been examined and found to be complete in accordance with the manufacturer’s description, in good order and condition, fit for any purpose for which it may be required, and in every way satisfactory.
- Indemnities. Any claim for damages by the Buyer against the Seller arising out of the Buyer’s use of the equipment shall, subject to the Seller admitting liability or being found liable for such damages, be limited in amount to the total amount of the purchase payments paid by the Buyer for the equipment to the Sellers as at the date of the Sellers receiving notification of any such claim. The Buyer shall be solely responsible for and hold the Sellers fully indemnified against any loss or damage (excluding death or personal injury) to the equipment and any loss of profit, cost or expenses and any loss or damage (excluding death or personal injury) to any property arising in connection with any of the said equipment or as a result of the use thereof. The Sellers shall not be liable for any loss which may arise out of or in connection with the failure of the said equipment for whatever reason. Save as provided by Law, the Sellers exclude all warranties relating to the equipment and the Buyers use thereof except as specifically stated herein.
- Delivery Dates. Delivery dates quoted are intended as estimates only although reasonable endeavours will be made to adhere to them. In no circumstances shall the Owners be liable for delay arising from any cause whatsoever.
- Cancellation. Cancellation or part cancellation of any order can only be accepted with the Sellers consent in writing and on terms which indemnify them fully against loss.
- Payment Terms. Payments by post are at the risk of the Buyer. The Sellers reserve the right to alter the credit terms at any time when in the Seller’s opinion the Buyer’s financial condition or previous payment record so warrants. No Payment is deemed to be made until received in the Seller’s bank account. The Buyer shall not be entitled to withhold payment of any amount payable to the Sellers because of any disputed claim of the Buyer in respect of faulty equipment or any other alleged breach of this or any other contract between the Buyer and the Sellers, nor shall the Buyer be entitled to set off against any amount payable under this contract any monies which are not then presently payable by the Sellers or for which the Sellers dispute liability. Payment terms are strictly 30 days end of month. In the event of default we reserve the right to charge any collection costs and interest permitted under English law.
- Ownership. The equipment is and shall remain the sole property of the Sellers save that for purposes connected with financing of the said equipment the property in the equipment may be vested in a third party. The consent of the Buyer will not be required for the assignment or transfer of this agreement or the benefit thereof from or to the Sellers to or from any bank leasing company or finance house being the owner of the equipment. The Buyer shall not do or permit or cause to be done anything whereby the rights of the Sellers in respect of the equipment are or may be prejudicially affected and the Buyer is not allowed to claim capital allowances on the equipment.
- Default. If the Buyer shall default in making payment for any period in excess of sixty days or if the Buyer is in breach of these Conditions, or becomes insolvent or compounds with its creditors or has distress or execution levied upon its property or is wound up or goes into liquidation (except for the purposes of a solvent reconstruction) or has a receiver, administrative receiver or administrator appointed of the whole or any part of its assets or suffers any similar process under the law of its domicile then the Sellers shall be entitled to terminate the agreement forthwith and enter upon the Buyer’s premises and to remove the equipment without notice to the Buyer.
The Sellers are herby indemnified by the Buyer in respect of all and any damage or loss to the Buyer or any third party resulting from the exercise by the Sellers of its rights therein reserved. This shall include the Sellers recovering all amounts outstanding and payable as a result of such action.
- Warranty & Claims. The Sellers hereby warrant to the Buyer that upon receipt the equipment complies with its manufacturer’s description. The benefit of this warranty may not be assigned by the Buyer to any other party. In no event shall the Sellers be liable to the Buyer for any consequential incidental or exemplary damages such as loss of revenues or use of any equipment or down time costs. The Sellers shall not be responsible for any delays or failures in delivery of equipment or in making repairs, recalibration or replacement due to unavailability of parts, or labour, or industrial disputes, delays in transportation or other causes beyond its reasonable control. The Buyer will, in its use of the said equipment, observe all the manufacturer’s instructions and other regulations that may be issued for the proper use thereof and shall be entirely responsible for any damage caused to the said equipment through failure to observe such instructions or regulations or failure to use the same in a proper manner. The Buyer will also take all reasonable and practical steps to ensure its use of the said equipment conforms to the terms and conditions laid down in the Health & Safety at Work, etc., A