Terms and Conditions of Sale
AMERICAN CONTROL AND ENGINEERING SERVICE, INC.
Any and all sales to customer/buyer are expressly governed by these terms and conditions of sale set forth hereinafter as well as by those listed or enumerated in any other documentation from American Control and Engineering Service, Inc., if any. Customer referred to herein as “Buyer”. American Control and Engineering Service, Inc. referred to herein as “Seller”.
Your purchase order or statement of intent to purchase goods or services, or any direction to proceed with procurement or shipment of goods, or any acceptance of payment for such goods or services constitute your specific and express agreement to the following terms and conditions as governing this sale. American Control and Engineering Service, Inc. will not, under any circumstance, agree or be bound by any provisions, conditions, or agreements which are inconsistent with, contrary to, additional to or in lieu of or which modify in any manner the following terms and conditions unless an Authorized Officer of American Control and Engineering Service, Inc., in writing agrees to such provisions, conditions or agreements.
STORAGE AND USE OF MATERIAL: Buyer is required to use and hereby does warrant that it/he will use safe job procedures for the sale, installation, storage and handling of all Purchased materials/products.
QUOTATIONS: All quotations are subject to change without notice, unless otherwise stated in writing, in a Quotation. Orders, whether or not placed on the basis of any quotation, are subject to American Control and Engineering Service, Inc.’s acceptance which can only be made by an authorized Officer of American Control and Engineering Service, Inc.
DELIVERIES: Shipping dates given in advance of actual shipment are estimated based on Information received from our suppliers and shall not be deemed to represent fixed or guaranteed shipping dates. Delivery dates are not guaranteed and American Control and Engineering Service, Inc. shall not be liable to Buyer/customer or the ultimate user for any claims arising from delay in shipment or delivery. If shortages should occur in Seller’s supply of specific items, Seller may allocate its deliveries as it deems necessary.
WARRANTIES: American Control and Engineering Service, Inc. being solely a supplier-distributor and not a manufacturer, gives no warranty whatsoever and expressly DISCLAIMS ANY WARRANTY BY AMERICAN CONTROL AND ENGINEERING SERVICE, INC., EXPRESS OR IMPLIED, STATUTORY, BY OPERATION OF LAW OR OTHERWISE, INCLUDING MERCHANTIBLIY AND FITNESS FOR ANY PARTICULAR PURPOSE and the only warranty on any item purchased from American Control and Engineering Service, Inc. is the express warranty, if any, given by the manufacturer of the item. Buyer hereby agrees that it has no right or remedy against Seller/American Control including, but not limited to claims for INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR ANY CAUSE, LOSS, ACTION, CLAIM OR DAMAGE WHATSOEVER, OR INJURY TO PERSON OR PROPERTY OR ANY OTHER CONSEQUENTIAL, ECONOMIC OR INCIDENTAL LOSS arising out of or related in any way to any item purchased from American Control and Engineering Service, Inc. Any liability from Seller to Buyer shall be limited and shall not exceed the price of the item on which such liability claim is based. All items sold by American Control and Engineering Service, Inc. to buyer are sold “AS IS” AND WITH ALL FAULTS and Seller’s sole obligation to Buyer is to use due diligence in an effort to cause manufacturer of any item which is defective to repair or replace such item.
INDEMNIFICATION: Buyer shall protect, defend, save harmless and indemnify Seller/American Control for any loss, cost, delay, liability, damage, liquidated or otherwise, and expense, including attorney’s fees, which Seller may sustain, have assessed against it or incur as a consequence of any litigation dispute or claim with respect to all or any part of the items sold by American Control to Buyer or anything done or omitted or claimed to have been done or omitted hereunder by Seller/American Control or anyone acting for Seller/American Control, including but not limited to, any claim of injury to person or property by reason of defects or infirmity in any such items or damage by reason of the failure of Buyer to perform promptly and satisfactorily its obligations.
F.O.B. POINT: All sales are made f.o.b. point of shipment, and each shipment or delivery Shall be considered for purpose of shipment as a separate and independent transaction. Buyer has risk of loss after delivery at f.o.b. point of shipment.
SALES TAX: Unless otherwise noted, prices do not include any present or future sales, excise, value added or similar tax. Where applicable all such taxes shall be paid by the Buyer.
PAYMENT: Payment for items purchased by Buyer is due on or before the due date shown on each invoice. If paid on or before the date shown on each invoice, the applicable cash discount, if any, shown on the invoice may be deducted by Buyer when making such payment. If payment is not received by the first of the month following the due date shown on the invoice, an amount equal to 1-1/2 % per month shall be charged on the unpaid balance of the invoice as a late payment service charge. At any time, Seller, at its sole discretion, reserves the right to require Buyer to pay in full or in part in cash for items ordered prior to shipment, pick-up, or delivery. Special “non-stocked” items may require advanced payment terms or other arrangements at discretion of American Control and Engineering Service, Inc. as authorized by an Officer of American Control and Engineering Service, Inc.
RETURNS: No returns are accepted without prior authorization. A deduction or re-stock charge to cover handling and restocking of material will be made in accordance with American Control and Engineering Service, Inc.’s current Returned Goods Policy.
CLAIMS: Within five (5) days after tender of, delivery to or receipt of any shipment and before any part of this material has been changed from it’s original state or condition, Buyer shall inform American Control and Engineering Service, Inc. in writing if the material is found to be defective or short in any respect. Failure to inform Seller/American Control or use of the material shall be conclusive that Seller/American Control has satisfactorily performed.
ATTORNEY FEES: In the event it is necessary for Seller to employ an attorney or attorneys or incurs other expense it may deem necessary to enforce or protect it’s rights hereunder or to collect damages for breach of the terms and conditions set forth herein, Buyer hereby agrees to pay to Seller those attorney fees and expenses so incurred by Seller.
MISCELLANEOUS: All rights and remedies of Seller hereunder are in addition to Seller’s other rights and remedies and are cumulative and not alternative. If goods are used in an application where failure of a single component could cause harm or substantial harm to persons or Property, Buyer agrees to indemnify and hold Seller harmless from liability for such harm whether as a result of breach of contract, warranty, tort, (including negligence) or other grounds. The validity, performance, construction and effect of these terms and conditions Shall be governed by Kansas law and any action based on a sale by American Control and Engineering Service, Inc. as the Seller to Buyer shall be brought either in a State Court or a United States District Court located in Butler County, Kansas. Buyer hereby waives venue in agreeing and consenting to venue in Butler County, Kansas and specifically and expressly agrees to jurisdiction of said courts.