OF SALE (of Standard Pneumatic & Electric Tool Co., "The Company")
All orders are accepted and executed on the understanding
that the Purchaser is bound by the following Standard Conditions of
Sale. Where there is any inconsistency between these Standard Conditions
of Sale and any conditions which the Purchaser seeks to impose, these
Standard Conditions of Sale shall prevail.
Any deviations from these Standard Conditions of Sale shall only be
binding upon the Company if the latter has expressly agreed thereto
The Company reserves the right to refuse the Purchaser's
acceptance of a quotation unless such quotation is stated to be open
for a specific period and is not withdrawn in such period.
The published prices of the Company's Products
are those ruling on the date of publication and are subject to alteration
without notice. Prices and currency transactions are in U.S.A. dollars.
Unless otherwise agreed by the Company in writing,
the goods shall be paid for in cash within 30 days following the date
of the relevant invoice. The Company's prices are net and are not
subject to any settlement terms.
The Purchaser may not claim any set-off against
the Company. In the event of a delay in payment, the Company shall
be entitled to claim, without any notice of default being required
and without prejudice to any further rights it may have, interest
at a rate of one and a half percent (11/2%) per month or at the legal
interest rate, whichever is the higher value. All costs of collection
shall be fully for the Purchaser's account; extrajudicial costs shall
be fixed at ten percent (10%) of the amount owed by the Purchaser
and shall be at least fifteen hundred U.S. dollars (USD 1,500.00).
In the event that any payment in respect of Products
supplied becomes overdue, the Company may immediately terminate the
Purchaser's power of sale under clause 14 of this document and may
without prior notice to the Purchaser enter upon the premises of the
Purchaser to repossess unpaid goods.
|5. NEW ACCOUNTS
Where a credit account is desired, a bank and as
many as five trade references may be required. The Company reserves
the right not to grant credit to any Purchaser for any reason whatsoever.
Unless otherwise agreed by the parties, goods are delivered by the Company FOB Fair Lawn, New Jersey, U.S.A. to the Purchaser's registered office exclusive of duty, insurance, taxes, and VAT. When special delivery arrangements are requested, special rates will be charged.
All delivery times shall be approximate, except if a fixed time of
delivery has been specifically agreed to in writing by the Company,
in which case a delay in the delivery shall solely entitle the Purchaser
to cancel, without costs, the order for the goods not delivered.
A charge is made when it is necessary to dispatch
goods in crates or cases, but this amount will be credited in full
on the return, within one month, of the crates or cases in good condition
carriage paid. No charge is made for any other form of packing and
no credit will be allowed for its return.
|8. LOSS OR
DAMAGE IN TRANSIT
Clear receipts should be given only if goods have
been examined, as an unqualified signature may react to the disadvantage
of the Purchaser if the consignment should become the subject of a
claim. In the event of short delivery or damage in transit, it is
essential that the Company's dispatching depot be advised within two
days of receipt of goods. The following details should be sent in
writing to the Company:
a. Advice note number
b. Carrier's name
c. Condition of package
d. Date of consignment
e. Extent of damage or
In the event of non-delivery, the Company's dispatching
depot should be advised within seven (7) days of the date of invoice.
The Company will not be responsible for goods lost or damaged in transit
unless the above conditions are observed.
The Purchaser shall be obliged to cooperate in
the delivery of the Products and to take receipt of same. The Company
may keep any goods refused or not accepted by the Purchaser at the
latter party's disposal for account and at the risk of the Purchaser.
Any times quoted for dispatch, delivery, repair,
or replacement are to be treated as estimates only and the Company
shall not be liable for failure to dispatch, deliver, repair, or replace
within such time unless the Purchaser has suffered loss thereby and
the amount payable in respect thereof shall have been agreed in writing
as liquidated damages, in which case the Company's liability shall
be limited to the amount so agreed to be paid.
In all cases, whether a time for dispatch, delivery,
repair, or replacement be quoted or not, the time for dispatch, delivery,
repair, or replacement shall be extended by a reasonable period if
delay in dispatch, delivery, repair, or replacement is caused by instructions
or lack of instructions from the Purchaser or by industrial dispute
or by any cause whatsoever beyond the Company's reasonable control.
The Company shall have the right to discontinue
delivery and also at its discretion to terminate any agreement in
respect of any undelivered goods if the Purchaser defaults in payment
as stated under clause 4 of this document or in respect of its other
obligations to the Company.
The Company will make good, by repair at the Company's
option, or by the supply of replacement, defects, which under proper
use, appear in the goods within a period of 12 calendar months after
the goods have been delivered and arise solely from faulty design,
materials or workmanship; provided that no complaints shall be admissible
unless submitted in writing to the Company within five (5) days after
the time of discovery of the defect or after the time the defect should
have been discovered, whichever time comes first, it being understood
that the Purchaser shall tak reasonable care to discover any defect
of whatever nature as soon as possible after taking delivery.
Provided further that in respect of parts or components not of the
Company's manufacture, the Company will give the Purchaser a guarantee
equivalent to the guarantee (if any) that the Company may have received
from the supplier of such parts or components in respect thereof but
not so as to impose on the Company in respect of such parts or components
a liability greater than that imposed on it by the aforesaid period
of this clause.
Save as aforesaid and as provided in clauses 8
and 10, the Company shall not be under any liability in respect of
defects in goods delivered or for any injury, damage, or loss resulting
from such defects or from any work done in connection therewith and
its liability under this clause shall be in lieu of any warranty or
condition implied by law as to the quality of fitness for any particular
purpose of such goods.
All orders for non-standard products or package
quantities not included in current Company catalogues and literature,
are considered to be special orders and will be dealt with at the
discretion of the Company.
OF OWNERSHIP/PASSING OF RISK
Products supplied to the Purchaser by way of sale
shall remain the property of the Company until payment in full of
all its claims on the Purchaser on whatsoever account has been received
by the Company but risk in the same shall pass upon delivery.
The Purchaser acting as bailee shall deal with
the goods separately and store according to the agreed methods of
storage so that the goods not paid for may be clearly identified and
shall not be mixed with other goods.
The Purchaser shall be entitled to pass ownership
in unpaid goods to third parties provided that all sums received shall
be held for the account of the Company.
The Company does not expect the return of goods
for credit unless it is a justified warranty claim. All returns must
be authorized in advance. Unauthorized returns will be refused. In
no circumstances may goods supplied against a firm order be returned
without the Purchaser having first applied for and obtained both written
consent and a Returned Goods Authorization (RGA) number from the Company.
The Company reserves the right to refuse the return
of any Product that has been used with infectious, microbiological,
or radioactive substances or other materials that may be deemed hazardous
to the employees of the Company.
A handling charge amounting to not more than 20
percent of the invoice value of the returned goods may be deducted
from any credit allowed where it is established that the reason for
their return is not subject to the provision of clause 8 or 12 hereof
or through any error on the part of the Company.
Goods approved for return must be received by the
Company within 30 (thirty) days of the Company's written consent.
MATTER AND ILLUSTRATIONS
All descriptive and forwarding specifications,
drawings, and particulars of weights and dimensions issued by the
Company are approximate only, and are intended only to present a general
idea of the goods to which they refer and shall not form part of a
Any party will be excused from performing under
a sale agreement or any other agreement of which these Standard Conditions
of Sale are part if prevented by an event of force majeure including
strike, lockout, or other major trouble affecting labor relations.
If any such event of force majeure should last
for more than two (2) consecutive months, any party may elect to terminate
this Agreement immediately upon giving a written notice to the other
In the event of any claim being made or action
being brought against the Purchaser in respect of infringement of
local patents by the user or sale of goods supplied hereunder, the
Purchaser is to notify the Company immediately, and the Company shall
be at liberty with the Purchaser's assistance if required, but at
the Company's expense, to conduct through the Company's own lawyers
and experts all negotiations for the settlement of the same or any
litigation that may arise therefrom; subject to such notifications
and provided that no such goods, or any part thereof, shall be used
for any purpose other than that for which the Company supply them,
the Company will indemnify the Purchaser in respect of any such claims.
a. The only Standard Pneumatic & Electric
Tool Company trademarks that the Purchaser may display to advertise
and sell the Products shall be those trademarks under which the Products
are sold by the Company to the Purchaser hereunder or such other trademarks
expressly authorized by the Company (hereinafter called "the said
trademarks") and the Purchaser shall comply with the Company's instructions
as to the manner and context in which the said trademarks and the
statements to accompany them are displayed.
b. No trademarks of the Products shall be
undertaken by the Purchaser or any person on the Purchaser's behalf
without the Company's prior written consent nor will the Purchaser
alter, obliterate, add to, or otherwise interfere with the said trademarks.
These Standard Conditions of Sale and all sale contracts to which the same apply shall be construed in accordance with the laws of the State of New Jersey, U.S.A, and the authoritative text shall be that in the English language set out herein. Any disputes arising in connection with these Standard Conditions of Sale and all sale contracts to which the same apply shall be finally settled by arbitration in accordance with the laws and rules of the State of New Jersey and such proceedings held and located in Fair Lawn, New Jersey, U.S.A