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(1)
ACCEPTANCE OF ORDERS. All orders
are to be submitted to the General Sales Office of Premax
Limited Liability Corporation in Medina, Minnesota
(hereafter “Premax”), and no order shall become
binding upon Premax until final acceptance by the Sales Manager
or his duly authorized agent.
(2) ERRORS. Any errors incorporated in or appearing
in a proposal or an order are subject to correction before
acceptance thereof, but either party, upon such correction,
may cancel the order in error without liability.
(3) PAYMENT TERMS. Standard terms of payment are net
thirty (30) days from invoice date. However, shipments and
deliveries shall at all times be subject to the continuing
approval of the Premax credit department. Premax may decline
to make shipment or may require payment in advance or other
arrangement to insure payment. Delinquent accounts will be
subject to a service charge of two percent (2%) per month.
(4) PRICES. Published prices are subject to change
without notice. Quoted prices are firm for acceptance within
thirty (30) days from date of quotation, unless changed by
notice. Orders entered after thirty (30) days from date of
quotation will be subject to the price in effect at time of
acceptance. Minimum invoice charge is $40.00 U.S.
(5) TAXES. The price does not include any Federal, state
or local property, license, privilege, duty, use, excise or
other tax. Purchaser agrees to pay or reimburse Premax the
amount of any such taxes.
(6) DELIVERY. All material is sold FOB factory. Risk
of loss shall pass to the Purchaser upon delivery of goods
to a carrier at Premax’s plant or other loading point.
Normal method of shipment is UPS ground. Freight charges
are
prepaid and added to Purchaser's invoice. Premax shall not
be responsible for any failure or delay in delivery due to
fire, flood, labor troubles, strikes, breakdowns, delays
of
carriers, limited production, precedence or priorities given
at the request of or benefit, directly or indirectly, of
any
Government or any subdivision, agency or instrumentality
thereof, laws regulations or restrictions of any Government
or any
subdivision, agency or instrumentality thereof, or any cause
beyond the control of Premax. Premax shall in no event be
responsible for consequential damages or failures or delay
in delivery.
(7) ORDER REVISIONS AND/OR CANCELLATIONS. Acceptance
by Premax of Purchaser’s written order constitutes a
binding contract between the parties which, except as otherwise
specifically provided herein, may not be canceled or modified
without the parties’ mutual consent. In the event a Purchaser
wishes to cancel all or part of an order, Purchaser shall
provide Premax with written notice of said desire to cancel.
Premax shall thereupon submit a statement to Purchaser of
the amount of material in Premax’s plants which was completed
and ready for shipment, the amount of material in Premax’s
plants partially completed or purchased for use in the performance
of the order, and the amount of material or service purchased
for use in the performance of the order whether actually in
the process of manufacture or not, and the scrap or other
value of all finished and unfinished material, all as of the
time of receiving Purchaser’s said notice. Within 30
days from the receipt of such statement from Premax, Purchaser
will notify Premax of Purchaser’s desired disposition
of all completed material, and will pay Premax as damages
(a) for all material completed and ready for shipment at the
contract price; and (b) for all unfinished material at cost,
including all sales and administrative overhead and profit
in proportion to the state of completion of the product(s)
at the time of the termination of the Purchaser’s order;
provided, however, that Purchaser will be credited with the
scrap or other value of all finished or unfinished material
which Purchaser directs Premax to retain. Title to and position
of all material shall remain with Premax.
(8) RETURNS POLICY. In the event a Purchaser wishes
to return unused material, Premax’s authorization must
be obtained in writing prior to return. Returned material
must be in original cartons, in salable condition, freight
prepaid. Stock items, as defined by Premax from time to time,
will be assessed a thirty percent (30%) restocking charge.
Special orders are not returnable.
(9) WARRANTY. Premax warrants to any Purchaser of Premax
products for other than personal, family or household use
that the products will be free of defects in material and
workmanship appearing within six (6) months after the original
sale. Please see the separate Warranty statement for complete
details.
September 2004.
Terms are subject to change or revision without advance notice.
See the following paragraphs for more warranty information:
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Warranty
Premax Limited Partnership
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(1)
WARRANTY COVERAGE. Premax Limited
Partnership of Niagara Falls, New York (“Premax”)
warrants to any purchaser of Premax products for other than
personal, family or household use that the products will be
free of defects in materials and workmanship appearing within
six (6) months after the original sale. Premax further warrants
that any of our solid aluminum, unpainted products, if attached
to a power or telephone utility pole, both properly and without
damaging the Premax product, will remain legible for the
life of the pole.
(2) PREMAX’S OBLIGATIONS. Premax will, at its option,
repair, replace or refund the purchase price of any defective
products, upon the Purchaser’s compliance with the “Warranty
Claims Procedure” described below. Premax’s sole liability,
and the Purchaser’s sole remedy, for any breach of the
warranty of legibility of our all aluminum, unpainted products,
will be for Premax to replace (not including installation/attachment)
any illegible product. Premax will return any products repaired
or replaced under this warranty by truck, United Parcel Service
or U. S. Mail, at Premax’s option. The Purchaser will
be responsible for the cost of any other method of shipment,
including
air freight.
(3) WARRANTY CLAIMS PROCEDURE. The Purchaser of any
product claimed to be defective must: (a) notify Premax of
the defect,
in writing, during the warranty period, (b) provide proof of
purchase to Premax, and (c) if requested by Premax, ship the
defective product to Premax, FOB Premax’s factory, for
inspection and evaluation. The Purchaser of any product claimed
to be illegible must (a) notify Premax of the illegibility,
in writing, during the warranty period, (b) provide proof of
purchase to Premax, and (c) send a photograph of the allegedly
illegible characters to Premax.
(4) ITEMS NOT COVERED. Premax will not be responsible
for: (a) the cost of removal of defective products or the installation
of repaired or replaced products, (b) depreciation or damage
caused by normal wear and tear, accident, abuse, vandalism,
improper maintenance, normal use, use other than in accordance
with Premax’s instructions, or improper protection in
storage, or (c) products that have been modified or altered
other than
with the prior written approval of Premax.
(5) NO OTHER WARRANTIES. This warranty is exclusive and
in lieu of all other warranties, express or implied. Premax
expressly disclaims and excludes any implied warranties of merchantability,
fitness for any particular purpose or that Premax products are
free of the rightful claim of any third party for infringement
of trademark or other proprietary rights.
None of Premax’s agents or distributors is authorized to
make any representation or warranty on Premax’s behalf
or in its name.
(6) OBLIGATIONS AND REMEDIES ARE EXCLUSIVE. Premax’s
only obligations and its customers’ only remedies in connection
with the purchase and sale of Premax products are those set
forth in this warranty.
Premax shall not be subject to and disclaims: (a) any obligations
whatsoever arising from tort claims (including negligence and
strict liability) or arising under other theories of law with
respect to the sale of Premax products or any undertakings,
acts or omissions relating to them, and (b) all consequential,
incidental, special and contingent damages whatsoever.
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