Baden Baden Food Equipment Inc
Terms and Conditions Page
Baden Baden Food Equipment Inc
Terms and Conditions Page
1. Payment
Unless otherwise stated on the reverse side hereof, terms of payment are net
cash prior to shipment. If Credit terms are agreed to in advance, by Seller, a
service charge of 2% per month will be assessed on accounts more than 30 days overdue.
2. Taxes
Except as otherwise expressly set forth prices stated do not include
federal, state, local or other governmental taxes, all of which shall be paid by Buyer in
addition to the purchase price.
3. Delivery
Unless otherwise agreed to by Seller, all shipments of the goods, wares and
merchandise described on the invoice hereof (the merchandise) shall be F.O.B. point of
shipment. Delivery dates stated, in any, are estimates and are not a guarantee
of delivery on a particular date. Any Mercahndise unavailable at the time of order
will be backordered by Seller and will be shipped as soon as possible. Seller shall
not be liable to Buyer or any third party for failure or delay in delivering.
Merchandise, of such failure or delay results from (a) strikes, lockouts or other disputes
or unrest; (b) fire, explosion, flood natural disaster or act of God; (c) ware, civil
distrubance, riots or armed conflict; (d) governmental action, order, condemnation,
sequestration, confiscation or other act directly or indirectly affecting Seller''s
performance hereunder; (e) Seller's inability to obtain Merchandise; or (f) any other
cause beyond Seller's control.
4. Used Equipment
IT IS UNDERSTOOD THAT THE PURCHASE OF ANY USED EQUIPMENT IS "AS
IS" AND "WITH ALL FAULTS".
5. Warranties
UNLESS OTHERWISE STATED ON THE SALES ORDER, SELLER DISCLAIMS ALL
WARRANTIES IN CONNECTION WITH THE SALE OF MERCHANDISE TO BUYER, BOTH EXPRESS AND IMPLIED,
INCLUDING WITHOUT LIMITATION, WARRANTIES OR MERCHANT ABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE AS THOSE TERMS ARE DEFINED THE UNIFORM COMMERCIAL CODE OF ILLINOIS.
SELLER HEREBY ASSIGNS THOSE WARRANTIES EXPRESSLY PROVIDED BY THE MANUFACTURERS OF
NEW MERCHANDISE, IF ANY, TO BUYER. SELLER MAKES NO OTHER WARRANTIES WITH RESPECT TO
NEW MERCHANDISE.
6. Damages
SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
WHATSOEVER.
7. Responsibility Of Buyer
It is Buyer's responsibility to provide proper safety devices and equipment,
or such other means as may be necessary to safeguard operators of the Merchandise from
harm, and to ensure that proper and safe operation procedures are followed by the
operations thereof.
8. Indemnity
Buyer agrees to keep, save, protect, defend, indemnity and
hold Seller harmless from and against all suits, claims, costs and expenses for personal
injury, death or property damage arising from the purchase, ownership or use by Buyer or
Buyer's agents, employees or independent contractors of the Merchandise, it being
expressly understood that any claim arising from alleged manufacturing or design defects
in new or used Merchandise shall be asserted only against its manufacturer. Provided
that Buyer shall actually indemnity Seller in accordance with the foregoing, Seller shall
assign to Buyer any rights of indemnity or contributor which Seller may have against
persons or entities other than Buyer in connection with any claim for personal unjury,
death or property damage arising from the purchase, ownership or use of the Merchandise.
9. Returns of Merchandise
No returns of Merchandise by Buyer to Seller will be accepted without the
prior written permission of Seller. Buyer agrees to pay to Seller a reasonable
restocking charge on returned Merchandise at a rate determined by Seller.
10. Inspection
Buyer shall, upon reasonable notice to Seller, have the right to inspect the
Merchandise at point of shipment.
11. Remedies
Buyer's sole remedy, in lieu of all other remedies, shall be limited to the
refund of any purchase price for Merchandise paid to Seller hereunder. Buyer's
failure to notify Seller of any claim within thirty (30) days after delivery of the
Merchandise (or the date fixed for delivery in the case of nondelivery) shall constitute a
waiver and release by Buyer of all claims arising against Seller in connection with the
Merchandise. No action by Buyer for breach of any of the terms and provisions of
this agreement shall be commenced subsequent to two (2) years after the cause of action
has accrued.
12. Default
If Buyer shall default in the performance of any of its obligations
hereunder, then in addition to any and all other rights or remedies which Seller may have
against Buyer, Buyer shall be liable to Seller for all court costs and attorney's fees
incurred in enforcing the terms and provisions of this agreement.
13. Entire Agreement
The terms and conditions contained herein, together with Seller's invoice,
constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and supersede all previous communications or representations, including
Buyer's Purchase Order, if any, whether verbal or written, between the parties with
respect to the subject matter hereof. No agent, employee or representative of the
Seller has any authority to bind the Seller to any affirmation, representation or warranty
concerning the Merchandise subject hereto and unless such affirmation, representation or
warranty is included in this agreement, it is not part of the basis of this bargain and
shall not be binding upon or enforceable against the Seller. No course or prior
dealings between the parties and no custom or usage of trade in the industry shall be used
to interpret, construe or supplement the terms and conditions hereof.
14. Modifications
The agreement of which these terms are a part can be modified or rescinded
only by a writing signed by both parties or their duly authorized agents.
15. Construction
The terms and conditions of this agreement shall be governed and construed
in accordance with the laws of the state of Illinois.
16. Prices and Availability
PRICES AND AVAILABILITY MAY VARY.
17. Typographical Errors
In the event a product is listed at an incorrect price due to typographical
error or error in pricing information received from our suppliers, Seller shall have the
right to refuse or cancel any orders placed for product listed at the incorrect price.