Terms: These terms and conditions of sale are the only terms which govern the sale of the goods by T. J. Snow to Buyer. The accompanying quotation and these Terms comprise the entire agreement between the parties, and supersede all prior agreements, negotiations, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase, regardless of terms in Buyer’s purchase order. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
Price: Quotation prices will expire after thirty (30) days and do not include delivery charges, taxes or duties of any kind.
Delivery: All deliveries are F.O.B. the T. J. Snow Co., Inc. (“Seller”) factory in Chattanooga. Purchaser shall bear all risk of loss of the equipment (the “Equipment”) upon delivery to carrier. The goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order. Seller shall not be liable for any delays, loss, or damage in transit.
Estimated Delivery Date: Delivery may be affected by delays in receiving necessary information or samples, design approvals, or progress payments from Purchaser. Progress payments must be timely received by Seller before delivery shall occur.
Payment Terms: Payment terms are specified in the body of the quotation and confirmed in the Seller’s Sales Acknowledgement Form.
Security Interest: As security for the due and punctual payment for the Equipment, Purchaser will grant to Seller and Seller will retain security title to and a continuing security interest in the Equipment.
Limited Warranty: New and Remanufactured Equipment is warranted to be free of defects in materials and workmanship for 2000 hours of operation or one (1) year from date of shipment, whichever occurs first. Seller will repair or replace, at its sole option, defects for which it receives written notice during the warranty period. Repairs will be completed at Seller’s manufacturing facility or onsite at Seller’s sole discretion. Consumables/wear parts subject to replacement in normal operation, and Purchaser-provided components, are excluded from this warranty. This limited warranty does not apply to Equipment sold “As-Is” or “Functional”.
THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE OF AND IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED.
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST TIME, OVERHEAD, LABOR, INCONVENIENCE, RENTAL OF REPLACEMENT EQUIPMENT, LOSS OF PRODUCTIVITY, INCOME OR PROFITS AND PROPERTY DAMAGE, ALL OF WHICH ARE HEREBY DISCLAIMED.
Product Safety Compliance: To Seller’s knowledge, Equipment is provided with safety features in accordance with industry standards in effect at the time of shipment; provided, however, that Purchaser acknowledges responsibility for compliance with OSHA and other safety regulations.
Production Estimates: Seller only warrants the performance of the Equipment’s functions and the rate at which the functions occur. Measurements that are operator-dependent, including estimated cycle times and estimated productions rates, are not warranted.
Contract Review: All Purchase Orders are subject to Seller’s contract review. All specifications and terms, including drawings and standards, must be provided. Seller reserves the right to requote, reschedule or decline orders in the contract review stage.
Change Orders: Any specification or part design changes may result in delays, additional charges or cancellation and payment of Seller’s reasonable cancellation charges.
Detailed Drawings: Seller will only furnish assembly drawings and bills of material with the Equipment. Detailed drawings shall remain the property of Seller.
Testing: All Purchaser-supplied parts and materials, special equipment and fixtures necessary to test the Equipment will be provided to Seller by Purchaser in a timely fashion at no cost. Delays in providing testing materials may result in delivery delays or additional charges or both.
Acceptance: When a run-off is required, Purchaser is responsible for providing clean, accurate and consistent parts. Seller’s Equipment Acceptance Form must be signed by Purchaser before shipment of any special machines, fixtures and certain standard machines.
Indemnity: In the case of changes to Equipment made at the request of Purchaser contrary to, or, inconsistent with Seller’s recommendations, or in the case of Equipment manufactured in accordance with specifications provided by Purchaser, Purchaser agrees to defend, indemnify, protect and hold harmless Seller, its employees, shareholders, successors and assigns from all damages of any kind.
Governing Law: The laws of the State of Tennessee shall govern the rights and duties of the parties arising from the purchase of Equipment from Seller. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the Tennessee Circuit Court located in Chattanooga, Tennessee, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.