Dickson Terms of Sale
TERMS AND CONDITIONS
1. OFFER AND ACCEPTANCE. This acknowledgment constitutes an offer by The Dickson Company (hereafter referred to as "Seller") to sell the goods indicated hereon to the Buyer, acceptance of which is expressly limited to assent by the Buyer to the terms and conditions stated herein and no others. Any previous offer by the Buyer with respect to the goods is hereby rejected. Acceptance of the goods or the failure of the Buyer to object to the terms of this offer within ten days after its receipt by the Buyer shall constitute acceptance of this offer under the terms and conditions stated hereon including the disclaimer of warranty and limitations of liability.
2. WARRANTY. Seller warrants its goods, to the original Buyer against defects in material and workmanship for a period of 12 months as more fully explained in the warranty section of product manuals. This warranty shall constitute the sole warranty of the Seller with respect to these goods. THE DICKSON COMPANY HEREBY DISCLAIMS AND EXCLUDES FROM ANY AGREEMENT MADE BY ACCEPTANCE OF AND ORDER PURSUANT TO THIS QUOTATION, ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If not completely satisfied, orders less than $2500 may be returned within 30 days of purchase date for a full refund.
3. REPAIRS. Should there be any defects in the specified calibration or workmanship of any equipment, Buyer should return the defective equipment to the factory for inspection with shipping prepaid. If inspection shows the equipment to be defective, it will be repaired or replaced at the option of the Seller, without charge, f.o.b. at the factory. THIS REMEDY SHALL BE THE EXCLUSIVE REMEDY FOR BREACH OF WARRANTY WITH RESPECT TO THE EQUIPMENT OF THE SELLER, SELLER SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY WITH RESPECT TO THE EQUIPMENT.
4. PACKING. The goods will be packed in accordance with Seller's then prevailing packaging. Buyer shall pay all costs for special packaging requested by the BUYER
5. DELIVERY. Seller will make delivery as quoted, if possible. Dates of delivery are determined from the date of Seller's acceptance of any order or orders by Buyer and are estimates of approximate dates of delivery, not a guarantee of a particular day of delivery. Seller shall not be liable for failure or delay in shipping goods hereunder if such failure or delay is due to an act of God, war, labor difficulties, accidents, inability to obtain containers or raw materials, or any other causes of any kind whatever beyond the control of the Seller. The Seller reserves the right to withhold delivery on accepted orders without any liability on its part if, in its option, the Buyer's ability to pay for the goods on the Seller's terms and conditions is in doubt.
6. PRICE. All prices, whether herein named or previously quoted or proposed, shall be adjusted to the Seller's prices in effect at the time of shipment. If Seller increases the price after acknowledgment of Buyer's order, Seller will obtain Buyer's approval before shipping the goods.
7. TAXES. In addition to the quoted purchase price, Buyer shall pay any tax imposed by federal, state or other governmental authority on the sale of the merchandise and service referred to in this agreement.
8. PATENTS. Buyer shall, in respect of goods packaged by Seller in accordance with designs, processes, or formulas supplied, determined, or requested by Buyer, defend, indemnify and hold harmless Seller, its successors and assigns from and against any claim, loss, damage or expense arising out of any infringement or claim of infringement of any letters, patent, trade name, trademark, copyright, or trade secrets by reason of the use of such designs, processes, or formulas. Seller shall promptly notify Buyer of such claim of or suit for infringement. At Buyer's request, Seller shall give buyer control of the defense of such suit, insofar as Seller has the authority to do so, and shall furnish information and assistance for the same, all at Buyer's expense.
9. RISK OF LOSS. Risk of loss, damage or destruction to the goods shall be on the Buyer from the time Seller delivers the goods to a carrier for shipment to Buyer, without reference to the type of shipment.
10. MODIFICATION OR CANCELLATION. Buyer may not modify or cancel this order except upon written agreement with Seller.
11. ACCEPTANCE. Buyer's receipt of any material delivered hereunder shall be an unqualified acceptance of, and a waiver by Buyer of any and all claims with respect to, such material unless Buyer gives Seller notice of claim within fifteen (15) days after such receipt. No goods may be returned without the prior written approval of the Seller. Buyer shall pay all transportation costs for returned goods.
12. ASSIGNMENT. Buyers shall not assign this order or any interest herein including any performance which may be due hereunder, without Seller's written consent.
13. GENERAL. No waiver by the Seller of any breach or of any provision of this Agreement shall constitute a waiver of any subsequent breach of such provision of any other provision. No additions or subtractions to the terms hereof are acceptable unless and until expressly and mutually agreed upon and NOTICE OF
OBJECTION is hereby given to any proposed changes whether conceived by Buyer as major or minor in character. This Agreement shall constitute the entire Agreement between the parties. The laws of the State of Illinois shall govern this Agreement.
*"If any term of this Agreement is held to be illegal or, unconscionable for any reason, the remainder of this Agreement shall continue in full force and effect"