KING ENGINEERING DIVISION, AUTOMATIC TIMING & CONTROLS, MARSH BELLOFRAM (Hereinafter referred to as The Company)
A. Customer purchase orders are binding only after written acceptance by The Company. Verbal orders shall not be accepted as binding until confirmed in writing by The Company.
B. Prices are effective from date of publication and are subject to change without notice.
C. The Company reserves the right, without prior notice to:
1. Change and/or revoke any price.
2. Change and /or revoke any provisions contained herein.
3. Discontinue shipments to any customers.
4. Resolve any inconsistencies, conflicts or ambiguities.
D. Special production runs or product orders are subject to The Company's requirements such as, but not limited to, minimum quantities and extended delivery times. On special production run products, The Company reserves the right to over ship or under ship the purchase order quantity by up to 5% and invoice accordingly. Special orders are subject to cancellation charges.
E. Minimum billing: $100 net per order.
II. PAYMENT TERMS
A. For customer with established credit terms: Net 30 days from shipment date.
B. If credit is not established, payment plus estimated freight charges shall accompany order or arrangements shall be made for collect on delivery (C.O.D.)
C. The Company reserves the right to revoke any credit extended to a customer if the customer fails to pay for any shipments when due. If in The Company's opinion there is a material adverse chance in customer’s financial condition, The Company shall have the right to suspend further shipments until receipt of adequate assurance of customer’s ability to pay therefore.
D. All shipments are F.O.B. Plant of Manufacture.
E. The shipment is deemed accepted in good condition by the common carrier and title and all risk of loss or damage is transferred to customer upon that acceptance by the carrier. The customer is responsible for inspection the merchandise upon receipt. The customer shall insist that visible damage be noted on its copy of the freight bill. If the product has been lost or damaged in transit, the customer must file the claim with the carrier, as The Company bears no responsibility for any such loss or damage.
F. All freight, handling and insurance charges shall be invoiced to the customer or shipped freight collect.
G. All shipments are made by carriers of The Company’s choice. Any special arrangements requested by customer shall be at customer’s additional expense.
H. Any quantity shortages, incorrect items, or billing errors shall be reported in writing to The Company within 15 days of delivery. Sales order and invoice numbers are to be furnished on all claims.
I. The Company reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve customer of his obligation to accept remaining deliveries.
J. The Company shall not be liable for failure to deliver or delay in delivery occasioned by causes beyond The Company’s control, including without limitation, lockouts, fires, embargoes, war or other breakouts of hostilities, act of inability to obtain shipping space, machinery breakdowns, delays of suppliers, and domestic or foreign governmental acts or regulations. In the event of any delay in delivery due to such causes, unless otherwise agreed, time of delivery shall be deemed extended for a period of sixty (60) days. Customer shall extend the letter of credit if payment is to be made by letter of credit. If delivery is not made within such extended sixty (60) day period, contract shall be deemed cancelled without liability to either party.
III. CANCELED ORDERS
ORDER CANCELLATIONS CAN ONLY BE ACCEPTED BY WRITTEN REQUEST via FAX or MAIL.
All order cancellations result in a cancellation fee of at least 25% of the appropriate invoice of the finished item. Additional cancellation fees are:
1. Catalog Stock Items if cancelled less than 1 week before ship date, 25% cancellation fee.
2. Catalog Non-Stock Items if cancelled less than 30 days before ship date, full price.
3. Customer Specials if cancelled at any time, full price.
IV. LIMITED WARRANTY
A. King Engineering Division, Automatic Timing and Controls products are warranted to the first direct purchaser its products against defective material and workmanship for a period of one (1) year from the date of purchase. The Company will either; repair, replace or refund the purchase price, at its option, if the product proves to be defective provided the purchaser notified The Company of the alleged defect within a reasonable time of its discovery and returns the products to The Company for evaluation, free of any liens and encumbrances. The purchaser shall return the alleged defective products and address notification of alleged defects to either of the addresses shown below.
B. This warranty is expressly in lieu of all other warranties expressed or implied, including the warranties of merchantability and fitness for use and all other obligations or liabilities on the part of The Company, and The Company neither assumes nor authorizes any other person to assume for it, and other liability in connection with the sale hereunder. The Company disclaims any liability for product defects that are due to product misuse, improper product selection or misapplication.
C. The Company shall not be liable for customer’s costs, lost profits, good will or other special or consequential damages. The Company’s liability in all events is limited and shall not exceed, the value of merchandise involved.
D. Remedies - Any controversy or claim arising out of or relating to the contract, or the breach thereof, shall be settled by arbitration in Hancock County, State of West Virginia in accordance with the commercial arbitration Rule of the American Arbitration Association, and judgment on the award render by the arbitrator(s) may be entered in a court having jurisdiction thereof.
E. Title and ownership of the products will remain with The Company until such time that products are totally paid for and payment has been acknowledged by The Company for said products. Buyer accepts and agrees to retaining records relating to the transfer/sale of said products in event of non-payment by the buyer for the products in question.
V. MODIFICATION OF TERMS
This contract constitutes the entire agreement between the parties, all private representations and understanding having been merged herein. It may not be modified or terminated except in writing signed by a duly authorized representative of The Company. This contract shall be governed by and construed according to the laws of the State of West Virginia.
ATC King Engineering Division
8019 Ohio River Blvd.
Newell, WV 26050