Page 45 - ConveyorBeltMaintenanceManual2010

THE INFORMATION HEREIN CONTAINED CONSITUTES A CONFIRMATION OF
CUSTOMER’S ORDER OR A CONFIRMATION OF CHANGE TO CUSTOMER’S ORDER,
AS APPLICABLE, (COLLECTIVELY “CONFIRMATION”) AND WHICH CONFIRMATION IS
EFFECTIVE UPON VEYANCE’S DISPATCH OF THIS CONFIRMATION. ANY PRIOR
RECEIPT BY CUSTOMER FROM ANY OTHER SOURCE OF ALL OR PART OF THE
INFORMATION HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE A LEGALLY BINDING CONFIRMATION. THIS CONFIRMATION IS
EXPRESSLY MADE SUBJECT TO AND IS STRICTLY LIMITED TO THE TERMS AND
CONDITIONS OF SALE STATED HEREIN AND ANY INCONSISTENT TERMS OR
CONDITIONS APPEARING ON CUSTOMER’S ORDER ARE SPECIFICALLY OBJECTED
TO AND DISCLAIMED. IN ANY COMMUNICATION WITH VEYANCE REGARDING THIS
ORDER, PLEASE REFER TO VEYANCE’S DOCUMENT OR ORDER CONFIRMATION
NUMBER.
1. This Confirmation and any distributor’s agreement, if any, between Customer and
Veyance or Veyance affiliate, together with any specifications, schedules, exhibits, riders,
or other writings which may be annexed hereto or provided for hereunder and by
reference made a part hereof, sets forth the complete and final agreement between
Veyance and Customer in respect of the subject matter hereof, and supersedes all prior
understandings, assurances, and Customer’s order form, if any. THIS AGREEMENT
CONTAINS THE ENTIRE UNDERSTANDING BETWEEN CUSTOMER AND VEYANCE
AND NO OTHER REPRESENTATION OR INDUCEMENT, ORAL OR WRITTEN, HAS
BEEN MADE WHICH IS NOT SET FORTH HEREIN. INFORMATION, ORAL OR
WRITTEN, SHALL BE LEGALLY BINDING UPON VEYANCE OR SHALL BE THE BASIS
FOR RELIANCE BY CUSTOMER. CUSTOMER DOES NOT RELY AND IS NOT RELYING
UPON ANY ORAL OR WRITTEN STATEMENT, WARRANTY OR REPRESENTATION OF
VEYANCE, ITS EMPLOYEES, AGENTS AND/OR REPRESENTATIVES NOT FULLY SET
FORTH HEREIN. No amendments or modifications of or supplements to the provisions
of this Confirmation will be valid and binding upon Veyance unless such amendment,
modification or supplement is mutually agreed to in writing and signed by an officer of
Veyance and an authorized representative of Customer. In the event of any inconsistency
between these Terms and Conditions of Sale and the provisions on the other side of this
document or any supplement attached hereto, the provision contained on the other side
of this document or on such supplement shall control.
2. Product sold hereunder manufactured by Veyance meets agreed specifications
according to established tests performed under controlled laboratory conditions and
specific test requirements. These tests are not intended to reflect the performance of the
product under actual conditions. Performance of the product as a component in a
finished product may not necessarily meet the test requirements. Due to the number
and variety of applications for which any product sold hereunder may be purchased and
because Veyance has no control over (or knowledge of) the conditions under which the
product may be used by others, VEYANCE DOES NOT RECOMMEND SPECIFIC
APPLICATIONS OR PRODUCT DESIGNS OR ASSUME RESPONSIBILITY FOR USE
RESULTS OBTAINED OR SUITABILITY FOR SPECIFIC APPLICATIONS. No statement
contained herein shall be construed as a license to operate, or as a recommendation or
inducement to infringe existing patents or as an endorsement of products of specific
manufacturers or systems.
3. NO RELIANCE.
CUSTOMER ACKNOWLEDGES THE USE OF ITS OWN KNOWLEDGE, SKILL,
JUDGMENT, EXPERTISE AND EXPERIENCE IN (i) the selection of the product and/or
(ii) in the selection, provision, or designation of any specification or set of specifications
for a product agreed upon by Customer and Veyance; and CUSTOMER ACKNOWLEDGES
THAT CUSTOMER DOES NOT RELY AND IS NOT RELYING ON ANY ORAL OR
WRITTEN STATEMENTS, REPRESENTATIONS, OR SAMPLES MADE OR PRESENTED
BY VEYANCE, ITS EMPLOYEES, AGENTS AND/OR REPRESENTATIVES TO CUSTOMER.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER DOES NOT RELY AND IS NOT
RELYING ON ANY KNOWLEDGE, SKILL, JUDGMENT, EXPERTISE OR EXPERIENCE OF
VEYANCE, ITS EMPLOYEES, AGENTS AND/OR REPRESENTATIVES IN CUSTOMER’S
SELECTION OF THE PRODUCT OR IN CUSTOMER’S SELECTION, PROVISION OR
DESIGNATION OF ANY SPECIFICATION OR SET OF SPECIFICATIONS. Without limiting
the foregoing, CUSTOMER ACKNOWLEDGES THAT VEYANCE SHALL NOT BE LIABLE
FOR, AND CUSTOMER ASSUMES ALL RISK OF, INACCURATE OR UNSUITABLE
SPECIFICATIONS OR INFORMATION PROVIDED, SELECTED OR DESIGNATED BY
CUSTOMER.
4. LIMITATION OF WARRANTY.
PRODUCT NOT MANUFACTURED BY VEYANCE IS SOLD WITHOUT WARRANTY,
“AS-IS” AND IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN SECTION
5. SUBJECT TO THE LIMITATIONS OF SECTION 5 AND UNLESS OTHERWISE
EXPRESSLY PROVIDED HEREIN, product sold hereunder that has been manufactured
by Veyance, unless sold without warranty “AS-IS”, is warranted to be free from defects in
material and workmanship. Subject to the preceding sentence, and except as otherwise
expressly provided herein, VEYANCE MAKES NO REPRESENTATION OR WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT
OR ANY OTHER PRODUCT SOLD HEREUNDER, WHETHER USED ALONE OR IN
COMBINATION WITH ANY OTHER MATERIAL OR PRODUCT OR IN ANY PROCESS.
VEYANCESHALLNOTBELIABLEFORSPECIAL, INCIDENTALAND/ORCONSEQUENTIAL
DAMAGES, EVEN IF VEYANCE HAS BEEN NOTIFIED OF THE POTENTIAL OF SUCH A
LOSS OR CLAIM. OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN, THERE
ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE
PRODUCTS ON THE FACE HEREOF, EITHER EXPRESS OR IMPLIED.
5. LIMITATION OF LIABILITY OF VEYANCE AND EXCLUSIVE REMEDY.
Any Veyance-manufactured product claimed to be defective in material or workmanship
shall, upon Veyance’s approval, be returned to Veyance as designated, at the Customer’s
expense. VEYANCE WILL, AS THE EXCLUSIVE REMEDY, MAKE AN ADJUSTMENT FOR
PRODUCT IT FINDS TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP EITHER BY
REPAIRING IT OR REPLACING IT AT AN ADJUSTMENT PRICE, OR IN LIEU THEREOF,
AT VEYANCE’S OPTION, VEYANCE MAY REFUND THE PURCHASE PRICE UPON
RETURN OF THE PRODUCT. Whenever a warranty for a specific product provides that
no adjustment shall be made after a specified period of time, Veyance shall not be
responsible under the terms of such warranty unless claim is made within such period
of time. VEYANCE’S TOTAL REPSPONSIBILITY AND LIABILITY FOR ANY AND ALL
CLAIMS, LOSSES AND DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF ANY
CAUSEWHATSOEVER (WHETHERUNDERANYWARRANTY ORBASED INCONTRACT,
NEGLIGENCE, OTHER TORT, STRICT LIABILITY, BREACH OF WARRANTY, OTHER
THEORY OR OTHERWISE) SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE OF
THE PRODUCTS IN RESPECT TO WHICH SUCH CAUSE ARISES, AND IN NO EVENT
SHALL VEYANCE BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE. NO
EMPLOYEE, AGENT AND/OR REPRESENTATIVE HAS AUTHORITY TO MAKE ANY
REPRESENTATION, PROMISE OR AGREEMENT, EXCEPT AS STATED HEREIN.
VEYANCE SHALL NOT BE LIABLE FOR, AND CUSTOMER ASSUMES ALL LIABILITY
FOR, PERSONAL INJURY AND PROPERTY DAMAGE CONNECTED WITH THE
HANDLING, TRANSPORTATION, OR FUTHER MANUFACTURE, FABRICATION,
ASSEMBLY, OR PROCESSING OF THE PRODUCT.
6. Prices are subject to change without notice and such items will be billed at prices in
effect at the time of shipment. Customer will be notified of any price increase and may
cancel any undelivered portion of the order by written notice to Veyance provided such
written notice is received by Veyance not more than 10 days after your receipt of
notification of the increase. Upon such cancellation Customer shall have no liability to
Veyance for the canceled portion of the order except as to product manufactured or in
process, components procured by Veyance from outside sources, and special tooling
and equipment procured for performance of this order.
7. All prices are subject to increase from time to time to compensate for any tax, excise
or levy imposed upon the products sold, or upon the manufacture, sale, transportation,
or delivery of them or whenever any tax, excise, levy law or governmental regulation has
the effect, directly or indirectly, of increasing the cost of manufacture, sale or delivery. If
any government action or law should have the effect of establishing a maximum price
on product to be delivered, Veyance may, at its option and without liability to Customer,
terminate its obligation with respect to future shipments upon thirty (30) days written
notice.
8. Veyance shall not be liable or deemed in default for failure to deliver or delay in
delivery due to any cause beyond its reasonable control. If unable to meet delivery
schedules, Veyance will endeavor to allocate material fairly among its Customers, but
reserves to itself final determination of the deliveries to be made without liability.
9. Veyance will indemnify its Customer against all claims and demands for infringement
of any United States patent by the product furnished under any accepted order provided
the Customer notifies Veyance of any patent infringement and upon request tenders
Veyance the defense of the claim. CUSTOMERS WHO FURNISH SPECIFICATION TO
VEYANCE AGREE TO HOLD VEYANCE HARMLESS AGAINST ANY CLAIMS WHICH
ARISE OUT OF VEYANCE’S COMPLIANCE WITH SUCH CUSTOMER
SPECIFICATIONS.
10. Title to the goods shall pass to Customer upon passage of the risk of loss; provided,
however, that to the extent permitted by law, until each of the goods delivered hereunder
has been paid for in full, Veyance shall retain title to the goods; however, all risk of loss
and responsibility for transportation and storage, taxes and duties shall transfer in
accordance with these terms of sale. Customer hereby agrees that notwithstanding any
information shown in this confirmation regarding any estimated shipment, production or
requested date(s) for the goods, Veyance is not obligated to produce, deliver or ship the
goods by that estimated shipment, production or requested date(s). Customer hereby
agrees that unless Customer notifies Veyance in writing within ninety (90) calendar days
of the estimated shipment date as shown on the last dated Confirmation referencing the
goods, there shall be a presumption that goods conforming to the goods ordered were
received by Customer.
11. Due to the varying location of the operations of Customer and Veyance and the
locations that may be involved in the performance and documentation of an order to
which these Terms and Conditions of Sale are applicable, in order to settle upon and to
eliminate any doubt as to the rights of the Customer and Veyance, Customer and
Veyance agree that this Confirmation shall be governed by and construed in accordance
with the laws of the State of Ohio, United States of America, applicable to agreements
to be performed in the State of Ohio, except that for sales or orders originating and to be
performed in Canada by Canadian subsidiaries or affiliates of The Veyance, Customer
and Veyance agree that this Confirmation shall be governed by and construed in
accordance with the laws of the Province of Ontario, Canada, applicable to agreements
to be performed in Canada. Customer and Veyance exclude the application of the
United Nations Convention on Contracts for the International Sale of Goods to this
Confirmation and order.
VEYANCE TECHNOLOGIES INC.
Quotation Provisions
TERMS AND CONDITIONS OF SALE