TERMS & CONDITIONS
Any sale of products by JATAS Machinery Sales Inc. (hereinafter called Seller) is governed exclusively by these standard Terms & Conditions of Sale. Acceptance of Seller’s products or services shall constitute Buyer’s acceptance of these Standard Terms & Conditions. No terms and conditions in Buyer’s written Purchase Order which contradict Seller’s standard Terms & Conditions are binding on Seller unless specifically agreed to by Seller in writing. It is further understood and agreed that the price stated for the products or systems herein described is a consideration for limiting the liability of Seller as set forth herein.
The sale of all ‘USED EQUIPMENT’ is on an ‘AS IS, WHERE IS’ unless stated on the quotation differently. Seller makes no warranty, unless otherwise agreed upon above. Operation of all machinery sold is at the operators own risk. Seller is not responsible for any claims, demands, injuries, damages, actions or causes of action whatsoever, based on negligence or strict liability. Buyer assumes all responsibility for legal requirements, and governmental laws.
Seller warrants to Buyer that new products it supplies will be warranted by the manufacturer of equipment sold (Provided that the product is installed and operated in accordance with the Seller’s instructions and those of the manufacturer).
ALL OTHER GUARANTEES, WARRANTIES, CONDITIONS, OR REPRESENTATIONS, EITHER EXPRESSED OR IMPLIED, WHETHER ARISING UNDER STATUTE, COMMON LAW, COMMERCIAL USAGE, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED. Under no circumstances whatsoever shall Seller be liable to any person, firm, or corporation for any special, indirect, or consequential damages, whether for breach of contract, negligence, misrepresentation, or otherwise and whether resulting in lost profits, interest on money borrowed or invested, impairment of goods, work stoppage, or otherwise, in any way arising out of any transaction to which these standard terms apply.
SHIPMENT, DELIVERY, CANCELLATION AND INTERRUPTION
ALL shipping and rigging, if needed, is the responsibility of the buyer. Shipment and delivery dates are quoted in good faith and are approximate. Delay in delivery or shipment shall not give Buyer the right to cancel any order unless Seller has accepted in writing a firm delivery or shipment date. Seller shall not be liable to pay any penalty for delay or failure to ship. Should the Buyer cancel or delay an order after it has been placed, or make changes once engineering and/or manufacturing has begun, Seller may apply an interruption charge to all or part of the order due to production rescheduling, additional set-ups, handling, storage, inventory costs, etc. If the Buyer indicates its refusal to accept delivery prior to shipment, wrongfully fails to accept delivery or wrongfully revokes acceptance of products ordered (hereinafter called Breach), Buyer shall incur cancellation charges as invoiced by Seller in the amount of the lesser of:
The full agreed price for the products completed; or
- Seller’s full cost for all material and labor charges expended on Buyer’s order plus fifty percent (50%) thereof as liquidated damages to cover Seller’s losses resulting from Buyer’s Breach; or
- Seller’s full cost, plus twenty-five percent (25%) for any raw materials or supplies purchased or
- Contracted for by the Seller for Buyer’s order as of the date Seller receives notice of Buyer’s Breach.
In the event Buyer causes unreasonable delays or otherwise unreasonably interrupts Seller’s manufacture, shipment or installation of products, Seller may terminate the sales contract and the Buyer shall be liable to pay Seller the applicable cancellation charges set forth above. Unless otherwise specified in writing and signed by the Seller, all shipments are F.O.B. Seller’s manufacturing plant or warehouse and are firm as to the price for thirty (30) days from the date of quotation or offer from Seller.
DESIGN AND ENGINEERING SERVICES
All designs for custom and/or excluded products (including tooling) will be approved in writing by the Buyer prior to fabrication/delivery. Seller will make recommendations to improve the Buyer’s designs but will assume no liability for any changes to the custom designed product beyond normal warranty for material and workmanship, if any. Any changes must be approved in writing by the Buyer. The Buyer may incur additional charges if the authorized changes are beyond the scope of the original contract. Seller cannot be responsible for product performance when the design or service is provided in accordance with the customer’s design, prints, or specifications. Performance of all designs, once approved by Buyer in the Approval section of Seller’s drawings, becomes the responsibility of the Buyer. Seller is only a facilitator for fabricating the design and does not take responsibility for any performance criteria including, but not limited to cycle times, process throughput times, production rates, quality, etc.
Software generation is a dynamic process requiring several versions to reach a final state. Therefore, all software generated by Seller will have a limited warranty for function only in accordance with the Buyer’s agreed upon scope. Software scope must be agreed upon in writing prior to start of software generation. Changes made to the scope after the software generation has started may result in additional charges.
RESERVATION OF TITLE
Seller reserves title in and to the products sold until all moneys due Seller have been paid in full and collected by Seller. As long as title remains with Seller, Buyer may not sell the products except in the ordinary course of its business provided that any payments Buyer may have or receive from the resale shall be, and hereby are, assigned to Seller as security for payment of all sums due Seller. Buyer shall be liable for all legal expenses Seller may be obliged to incur to protect its rights hereunder.
CHANGES IN TERMS & CONDITIONS
These Terms & Conditions are subject to change by Seller without prior notice. As per section 1 above, these Terms & Conditions may not be altered in any way by the Buyer, and Seller herby rejects any effort by the Buyer to effect any such alteration.
The validity, construction and performance of these Terms & Conditions shall be governed by and construed in accordance with the laws of the State of Minnesota, excluding that body of law applicable to choice of law. Each of the parties irrevocable consents to the exclusive jurisdiction and venue of the County courts of Otter Tail County, MN, State courts of Minnesota, or the Federal courts of the United States of America in any action relating hereto or to the subject matter hereof. In the event any provision of these Terms & Conditions or the application of any such provision shall be held by any tribunal of competent jurisdiction to be contrary to law, the remaining provision of these Terms & Conditions shall remain in full force and effect.
Failure on the part of the Seller to enforce any of the rights derived from this contract shall never be construed as a waiver of any of its rights.