GENERAL: This transaction is expressly limited to the terms stated herein, and any additional or different terms proposed by Buyer are rejected unless expressly assented to, in writing, by Seller.NO PERSON HAS AUTHORITY TO MAKE A CLAIM, ANY REPRESENTATION, WARRANTY, TERMS, PROMISE OR CONDITION, WHICH IS NOT EXPRESSED HEREIN. THIS TRANSACTION SHALL BE BINDING ONLY AFTER WRlTTEN ACCEPTANCE BY AN AUTHORIZED OFFICER OF SELLER. COMMENCING PERFORMANCE SHALL NOT CONSTITUTE AN ACCEPTANCE OF BUYER’S PURCHASE ORDER.
WARRANTY: Should any part, of Seller’s own manufacture, prove to have been defective in material or workmanship when shipped (as determined by Seller), Seller warrants that it will, at its sole option, repair or replace said part f.o.b., point of manufacture, provided that Buyer notifies, in writing, of such defect within twelve (12) months from date of shipment from the manufacturing plant. On request of Seller, the part claimed to be defective will be returned, transportation, insurance, taxes and duties prepaid, to the factory where made, for inspection. Any item, which has been purchased by Seller, is warranted only to the extent of the original manufacturer’s warranty to Seller.Seller shall not be liable for any damages or delays caused by defective material or workmanship. No allowance will be made for repairs or alterations made by others without Seller’s written consent or approval. If repairs or alterations are attempted without Seller’s consent, Seller’s warranty is void. Save as provided in this Clause 2., all liability of Seller, howsoever arising, and all warranties, representations or conditions, whether expressed or implied, are hereby excluded.THE WARRANTIES PROVIDED IN THE OBLIGATIONS AND LIABILITIES OF SELLER HEREUNDER, AND THE RIGHTS AND REMEDIES OF BUYER HEREUNDER ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES ALL OTHER WARRANTIES, GUARANTEES, OBLIGATIONS, CLAIMS FOR LIABILITIES, RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY FOR MERCHANTABILITY AND FITNESS FOR PURPOSE.
Seller’s total liability is limited to the lower of the cost of repair or replacement.
ORDER CANCELLATION: Should Buyer wish to cancel an order for any reason all or part of an order already accepted by the Seller, the Buyer agrees to pay an order cancellation fee of a.) for catalog items canceled within a day of scheduled shipment, of 25% the extended amount of line item(s) cancelled; and b.) for special items, recovery of time and materials. Any deposits paid to Seller are non-refundable.
RETURNS: Should Buyer wish to return item to Seller for any reason the Buyer must first contact Seller for Return Material Authorization. Items to be repaired outside of Warranty will be inspected and a repair quotation will be provided to the Buyer. Items covered under warranty are treated as defined elsewhere in this document. Unused catalog items that the Buyer wishes to be returned for credit are eligible if the item is returned within 14 days of delivery and after the Seller inspects the item and at the Seller’s discretion is deemed to be unused and suitable for resell. All shipping and handling charges are the responsibility of the Buyer.
RENTALS: Elliott offers daily, weekly, and monthly rental rates. Unless otherwise noted, all quotes are at the weekly rate. Rentals accrue daily, have a 1 week minimum rental period, and will be charged according to the daily, weekly or monthly rate for the rental period. The rental period begins when you receive the item and stops when you ship it back to Elliott. Upon shipment Elliott will invoice for the first 7 days of rental, any consumable items, and outbound freight. Every 28 days of rent, Elliott will issue a progress bill based on the monthly rate for that item less the pre-paid amount for the first week. After the item is returned, a final bill for any outstanding rent will be invoiced. For rentals that are paid by credit card, a one-month deposit is required. At each progress bill, an additional month will be charged for the next rental period. Once the item is returned, the difference between the pre-charged amount and the actual rental will be credited back to the credit card on file.
TAXES: Prices quoted herein are exclusive of all taxes. Such taxes, if applicable, shall be wholly at the expense of Buyer, and shall be collected accordingly by Seller.
TERMS OF PAYMENT: Net cash thirty (30) days after date of shipment (Bill of Lading) unless otherwise agreed.
DELIVERY: In no event shall Seller be liable for delays in delivery or subject to cancellation when such delays are occasioned by conditions beyond its reasonable control, including, but not limited to, material shortages at Seller’s works or at Seller’s suppliers’ works, strikes, labor or transportation difficulties, war (declared or undeclared), floods, riots, earthquakes, explosions, epidemics, acts of governments, governmental priorities, allocations, regulations or orders affecting materials or facilities, acts of God or freight embargoes.
DAMAGES: SELLER SHALL IN NO EVENT BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF A COMMERCIAL NATURE, RESULTING FROM ANY CAUSE.
SHIPPING TERMS: Ex-Works. Unless otherwise agreed, title shall pass to Buyer, Ex-Works point of shipment; and the risk of loss, destruction or damage in the course of transportation shall be borne by Buyer.
SAME DAY SHIPPING: In order to guarantee same day shipping, orders will need to be received and entered by a set cut off time depending upon the ship method. FedEX P1 same day orders must be received by 3:30pm. UPS Parcel same day orders must be received by 5:00pm. UPS Freight same day orders must be received by 1pm. If an order is received after those cut offs, there will be an expedite fee. FedEx P1 same day orders received between 3:30pm & 5:30pm will incur a $75 fee. UPS Parcel same day orders received between 5:00pm & 5:30pm will incur a $50 fee.
AFTER HOURS SERVICE: All orders received after 5:30pm or on weekends & holidays will incur an after hours fee of $350.
ARBITRATION: Any dispute, controversy, or claim arising out of or relating to this transaction which cannot be settled amicably shall be finally settled by arbitration. If U.S. Buyer or Owner, the arbitration shall be in accordance with the rules of the American Arbitration Association and shall take place in Dayton, Ohio; if non-U.S. Buyer or Owner, the arbitration shall be in accordance with the rules of the International Chamber of Commerce and shall take place in Dayton, Ohio. The English language shall be used in all proceedings.
NUCLEAR USE: Buyer covenants, represents, and warrants that neither Buyer nor any third parties shall use or resell or otherwise dispose of for use, any equipment or part thereof, or spare parts in connection with any activity or process involving nuclear fission or fusion or any use of handling of any source, special nuclear or by-product materials, as those materials are defined in the U.S. Atomic Energy Act of 1954 (as amended), without Seller’s written consent; and until such time as Buyer or such third party, at no expense to Seller, shall have arranged for insurance coverage, indemnities and waivers of liability, recourse and subrogation, all acceptable to Seller, and all fully adequate in the opinion of Seller, to protect Seller (and its subcontractors and suppliers) against liability of any kind, whether in contract, tort, strict liability, otherwise Buyer’s failure to comply with any provisions of this Clause 9., hereof shall be cause for Seller to cancel the contract, without liability to Seller, and pursue any remedies provided in law or equity by the contract, the Uniform Commercial Code, or otherwise.Aforesaid covenants, representations, and warranties shall survive, in all respects, the contract and sale.
GOVERNING LAWS: This agreement shall be construed in accordance with the laws of the state of Ohio.
ENTIRE AGREEMENT: EXCEPT AS OTHERWISE PROVIDED HEREIN. THIS DOCUMENT AND ANY MODIFICATIONS THEREOF AGREED UPON IN WRITING, SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN BUYER AND SELLER AND CAN ONLY BE MODIFIED BY A WRITTEN AGREEMENT SIGNED ON BEHALF OF BUYER AND SELLER BY THEIR RESPECTIVE DULY AUTHORIZED REPRESENTATIVES.
ACCEPTANCE: Seller’s acceptance is expressly made conditional on Buyer’s assent to Seller’s terms and conditions as set forth herein.