Terms & Conditions

ALL QUOTATIONS AND SALES BY SELLER ARE EXPRESSLY MADE ON THE FOLLOWING TERMS AND CONDITIONS, WHICH APPLY TO AND SHALL BE INCLUDED AS PART OF THE QUOTATION AND EQUIPMENT SALES CONTRACT. CONTRARY AND/OR ADDITIONAL TERMS OR CONDITIONS ARE INEFFECTIVE UNLESS EXPRESSLY INCLUDED IN THE EQUIPMENT SALES CONTRACT.

1. QUOTATION, TERMS AND CONDITIONS.
   • 1.1 These General Terms and Conditions of Sale shall not be changed or varied except by a specific agreement in writing signed by Seller expressly referring to the change. If any provision contained in the Equipment Sales Contract is inconsistent with these General Terms and Conditions, the Equipment Sales Contract provision shall prevail. The Equipment Sales Contract is hereinafter sometimes referred to as the “Contract of Sale.”
   • 1.2 The term “Equipment” as used herein shall mean the goods, machinery, equipment, supplies and parts described in the Contract of Sale.
   • 1.3 Seller reserves the right to change or cancel the quotation at any time by notice to Purchaser prior to Seller sending written confirmation of Purchaser’s purchase order. The dimensions, capacities, performance ratings and other data concerning the Equipment included in catalogs, advertisements and any other publications constitute an average approximation and shall not be binding upon Seller unless expressly included in the Contract of Sale.
   • 1.4 Any terms or conditions of Purchaser’s request for quotation, Purchase Order, or other transaction documents which are inconsistent with, additional to, or in conflict with these General Terms and Conditions of Sale or the Contract of Sale are hereby expressly rejected, shall not be binding on Seller, and shall not be a part of the Contract of Sale, unless expressly accepted by Seller in writing.
2. CONFIRMATION.
   • 2.1 The Contract of Sale, as defined in paragraph 3 below, shall be deemed to have been entered into and binding upon the parties when, upon receipt of the signed contract from Purchaser, an officer of Seller has signed and sent a Confirmation to Purchaser.
3. COMPLETE AGREEMENT.
   • 3.1 The Contract of Sale shall include the Equipment Sales Contract and these General Terms and Conditions of Sale; shall supersede all prior proposals, quotations, agreements, understandings, previous negotiations, and all other communications between the parties, whether oral or written; and shall constitute the entire agreement of the parties with respect to the subject matter thereof. No usage of trade shall be relevant to vary any provisions of the Contract of Sale.
4. SALES PRICE.
   • 4.1  The sales price shall be as set forth in the Equipment Sales Contract, and is based on the information therein contained. Unless otherwise expressly stated in Seller’s quotation, the sales price does not include packing or crating or transportation from point of origin.
   • 4.2  The stated sales price is subject to change upon the occurrence of any of the following events: (1) if any change in the Contract of Sale is requested by Purchaser; (2) if there is any increase in the cost of labor or equipment beyond the control of Seller; (3) if any governmental law, order or regulation promulgated after confirmation requires any alteration of the plans, specifications or equipment set forth in the Contract of Sale; or (4) if it becomes necessary to substitute other equipment or portions thereof because of circumstances beyond the control of Seller. No change in the sales price shall become effective unless Seller provides written acceptance of the change.
5. TERMS OF PAYMENT.
   • 5.1  Payment shall be made in the manner and at the time or times set forth in the Equipment Sales Contract. Any overdue payment shall bear interest at the rate of one and one half percent (1½%) per month. Interest shall accrue even if Seller has granted an extension of time for payment. If Seller employs an attorney to enforce the Contract of Sale or collect any payment due, Purchaser shall pay all costs of enforcing the Contract of Sale or collection, including reasonable attorneys’ fees and court costs. In addition, if Seller employs a commercial credit agency with reference to collection of any payment due, Purchaser agrees to reimburse Seller for all costs and expenses paid or incurred thereby.
   • 5.2  If any payment shall remain in arrears and unpaid after the date when the same shall become due, then, and in any such event, all payments due to Seller, together with all unpaid interest, shall immediately at any time thereafter at the option of Seller become due and payable on demand.
   • 5.3  If Seller shall at any time deem itself insecure regarding Purchaser’s compliance with the Contract of Sale terms, it may declare the entire unpaid sales price immediately due and payable. If demand for payment as aforesaid is made prior to delivery, Seller may defer delivery of the Equipment until paid in full.
   • 5.4  All payments to be made in accordance with the terms of the Contract of Sale shall be made when due notwithstanding any assertion of claims of rights of set-off or counterclaim, defect or failure of performance. The obligation of Purchaser to make payments in the manner and at the time or times set forth in the Contract of Sale shall not be affected, excused or be subject to abatement, deduction, set-off or counterclaim by reason of defect or failure of performance relating to the Equipment or for any other reason.
6. DELIVERY.
   • 6.1  Delivery shall be made at the time or times set forth in the Contract of Sale. Seller shall not be responsible for any failure or delay in delivery or any failure of performance or completion of its obligations under the Contract of Sale if such failure or delay is due, in whole or in part, to: any act or omission of Purchaser; any directions of Purchaser; actual operating or manufacturing conditions; any cause beyond Seller’s control; fire; mobilization; requisition; embargo, currency or import restrictions; insurrection; shortage of labor, transport or materials; restrictions in the use of power; government restriction; accident or casualty; pandemic or epidemic labor disputes; force majeure or Acts of God.
   • 6.2  If a fixed time for delivery of the Equipment is provided for in the Contract of Sale, the computation of such time shall not commence until such time that all technical and commercial details concerning the Equipment have been agreed upon by Purchaser and Seller. In the event that after the commencement of said time Purchaser proposes any changes or supplements to the Equipment and Seller agrees to said changes, the delivery shall be extended for a period of time as is reasonable having regard to all the circumstances of the changes.
   • 6.3  Delivery of the Equipment may be made in part unless otherwise expressly provided in the Contract of Sale.
   • 6.4  In the absence of a specific agreement contained in the Contract of Sale, Seller shall not unload, uncrate or install the Equipment.
7. TITLE AND SECURITY INTEREST.
   • 7.1  Title to the Equipment shall be retained by Seller and shall only pass to Purchaser when payment of the sales price has been made in full, notwithstanding the fact that there may be delivery in part or payment in part.
   • 7.2  Purchaser hereby grants a purchase money security interest in the Equipment, and all accessions thereto and proceeds thereof, to secure the payment of the sales price. The Contract of Sale of which these General Terms and Conditions of Sale are a part shall serve as a Security Agreement created pursuant to the Uniform Commercial Code of the State of Connecticut (the “UCC”), and Seller shall have and may exercise all rights, remedies and powers of a secured party under the UCC. Purchaser agrees that Seller may file, and that Purchaser shall execute, such financing statements, security agreements or other documents as Seller may reasonably deem necessary or advisable to protect its interest or title to the Equipment. Purchaser authorizes Seller to sign and file any financing statement or amendment thereto at any time with respect to the Equipment in the absence of any signature by or on behalf of Purchaser.
   • 7.3  Without consent of Seller, no sale or encumbrance shall be permitted before title to the Equipment has been passed to Purchaser and Seller has been paid in full.
   • 7.4  Until Seller has been paid in full, all claims by Purchaser of interest in or relating to the Equipment arising in any manner are transferred to Seller. Purchaser shall report any such claims of interest to Seller.
   • 7.5  Purchaser shall immediately notify Seller in writing of any claim, requisition, attachment or damage to the Equipment prior to full payment.
8. RISK OF LOSS.
   • 8.1 All risk of loss or injury to the Property or delay in delivery, regardless of cause, shall be borne by Purchaser upon Seller’s tender of the Property or any portion thereof (a) to the carrier at the place of shipment if the Contract requires Seller to ship to Purchaser via carrier, or (b) to Purchaser or Purchaser’s agent if the Contract provides for F.O.B. destination, and any such liability of Seller shall be limited solely to funds collected against insurance coverage and shall not include return of any portion of the sales price.
9. TAXES.
   • 9.1  The Sales Price, unless otherwise stated, does not include any charges or amount due on account of any sales, use, ownership, property, transportation, excise or other similar tax, import or export customs or duties or any other tax or fee of any nature levied or imposed by any state, federal, local or foreign government which are now or may hereafter become applicable.
   • 9.2  Purchaser shall pay all of such charges or amounts referenced in 9.1 when they become due and payable. If the obligation to collect such charges or amounts is imposed upon Seller, then payment thereof shall be made by Purchaser to Seller. Any claim for exemption from the payment of any such charges or amounts due shall be prepared and filed by Purchaser in a form acceptable to the imposing authority. Purchaser shall reimburse Seller for any taxes paid by Seller if Purchaser’s exemption certificate is not recognized by the taxing authority involved.
10. DISCLAIMERS OF WARRANTY.
    • SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES THAT NO REPRESENTATIONS WERE MADE TO OR RELIED UPON BY PURCHASER WITH RESPECT TO THE EQUIPMENT, OR TO ITS CAPACITY, PERFORMANCE OR FUNCTION, AND THAT SELLER’S PRICES WERE BASED IN PART UPON THE WARRANTY AND LIABILITY LIMITATIONS CONTAINED HEREIN AND IN SECTION 11 BELOW.
11. LIMITATION OF LIABILITY.
    • ANY LIABILITY OF SELLER TO PURCHASER ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF SELLER’S OBLIGATIONS UNDER THE CONTRACT OF SALE OR THE SALE, OPERATION OR USE OF THE PROPERTY, OR ANY PRODUCT OR PART THEREOF OR ANY ENGINEERING, DESIGNING, MANUFACTURING OR INSTALLATION OR REPAIR THEREOF OR CONNECTED THEREWITH, WHETHER UNDER THE TERMS OF THE WARRANTY OR OTHERWISE, SHALL BE LIMITED EXCLUSIVELY TO THE COST OF OR REPLACEMENT OR REPAIR OF DEFECTIVE PARTS (IF APPLICABLE), AND SHALL NOT INCLUDE LIABILITY FOR ANY PENALTIES, OTHER LIQUIDATED DAMAGES, DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONTINGENT, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER, WHETHER FORESEEN OR UNFORESEEN, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SALES, DOWNTIME COSTS, REPLACEMENT COSTS OR INJURY TO PERSONS OR PROPERTY. SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY CLAIMS) OR OTHER THEORIES OF LAW, WITH RESPECT TO GOODS SOLD OR SERVICES RENDERED BY SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. THIS PROVISION IS NOT INTENDED TO SUGGEST, AND SHOULD NOT BE INTERPRETED AS SUGGESTING, THAT ANY LIABILITY SHOULD BE IMPOSED ON SELLER.
12. NOTICE OF CLAIMS.
    • Purchaser shall immediately survey and inspect the Equipment upon receipt and shall without delay notify Seller in writing of any claims within five days after Purchaser discovers or should have discovered facts upon which the claim is based. Failure to give such notification as aforesaid shall be deemed a waiver of any such claim.
13. CANCELLATION.
    • Should Seller be unable to deliver the Equipment because of Seller’s inability to purchase the Equipment, Seller’s liability to Purchaser shall be limited to the return of all funds Purchaser has paid to Seller on account of the Sales Price.
14. INDEMNITY.
    • Purchaser shall indemnify Seller and save it harmless from all damages, claims or judgments (including attorneys’ fees and costs of defense) made or obtained against Seller by third persons, including but not limited to Buyer’s and Seller’s employees, based on injuries to person or property, resulting from or arising out of alterations or modifications to the Equipment carried out without Seller’s written consent; repairs carried out improperly by Purchaser, use or misuse of the Equipment by any party; Purchaser’s failure to comply with the Federal Occupational Safety and Health Act (“OSHA”) and all amendments thereto and all regulations and orders issued thereunder, or any other statute, ordinance or regulation of any governmental authority; or any negligence, misuse, or other improper action or inaction of Purchaser or of its officers, agents or employees.
15. WAIVER.
    • Any and all waivers of Seller’s rights under this Contract of Sale or these Terms and Conditions of Sale must be in writing and signed by Seller. Any delay or omission by Seller in exercising its rights shall not impair Seller’s rights or be considered a waiver of such rights.
16. SEVERABILITY.
    • The unenforceability and/or invalidity of any provisions in the Terms and Conditions of Sale or the Contract of Sale shall not affect the validity or enforceability of any other provisions in the Terms and Conditions or the Contract of Sale.
17. NO ASSIGNMENT.
    • Purchaser may not assign its rights or obligations under the Contract of Sale or the Terms and Conditions of Sale without Seller’s prior written consent.
18. RETURNS.
    • Equipment may not be returned without prior written consent of Seller. Purchaser understands and agrees that Seller is authorized to refuse a request for return.
19. GENERAL.
    • 19.1  The Contract of Sale shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to its conflict of laws principles. Buyer submits to the jurisdiction of the courts of the State of Connecticut and the federal district court for the District of Connecticut for purposes of enforcement and interpretation of this Contract, which courts shall have sole and exclusive jurisdiction with respect to such matters. Purchaser agrees to indemnify and hold Seller harmless from and against all costs and expenses paid and incurred by Seller (including court costs and reasonable attorneys’ fees) in the enforcement or defense of Seller’s rights hereunder.
    • 19.2  Purchaser shall in every respect comply with all regulations and standards issued under OSHA with regard to the installation, operation and maintenance of the Equipment and with all other applicable statutes, regulations, regulations and orders of any federal, state, local or other governmental authority.