This document is part of a specific proposal, incorporated by reference made in the proposal. Both the proposal and these terms and conditions comprise the entire agreement, and this document is not a contract by itself. The terms and conditions below will have authority in the case of any conflicting statements between the two documents. Typographical errors are subject to correction.

 

TERMS AND PRICES

All orders are subject to the approval of Orthman Manufacturing, Inc. (“the company”) and shall not be binding unless acknowledged in writing by an agent of the company. Orders over $100,000 will require a signed acknowledgement by its VP of Finance or a Corporate Officer.

 

The prices agreed upon are exclusive of any present or future federal, state, municipal or other excise, sales or use taxes. Buyer agrees to pay promptly when due all taxes, assessments and other public charges that might be directly or indirectly levied, rated, charged upon, or measured by or arise from the sale, transportation, delivery, use or consumption of the property, or otherwise upon this transaction. If buyer fails to make payment of the same or to file any required return, the company shall have the right to file a return and to make payment of the tax, and the amount so paid shall then become immediately due and payable by buyer to the company and shall be in addition to any and all other money due and payable under this agreement.

 

Where the price includes transportation or other shipping charges, any increases in transportation rates, demurrage, special detention charges or other shipping charges beyond the company’s control shall be added to the price and be payable by the buyer.

 

If buyer requests changes in the equipment or installation, delays drawing approvals, or delays manufacture or shipment of the equipment, the contract price shall be adjusted to reflect increases in any actual costs incurred by the company. Similarly, if completion of delivery or installation is delayed because of changes requested by the buyer, or production rescheduling or stoppage due to failure of buyer to make timely payments when due, any dates in which liquidated damages accrue will be extended by a reasonable number of days necessary to re-arrange the company’s production schedule and complete the changes.

 

Prices are subject to revision because of increases in material and labor cost during the period of manufacture if a price adjustment schedule is part of the proposal.

 

The buyer shall furnish the company with all information, instructions and drawings requisite to the execution of the work.

 

PAYMENT

With approved credit, standard terms of payment for purchases require a 25% deposit with order, 25% with drawings, and the remainder is net due 30 days after each partial and final delivery. Large orders may require a letter of budget approval from the owner customer, and letters of credit or other acceptable escrow for the estimated project invoicing will be required for orders which are to be delivered outside of the United States.

 

WARRANTIES

The company warrants the equipment to be free from defective material and workmanship and agrees to furnish free of charge any part or parts necessary to make good any defect directly traceable to a fault in material or workmanship of the company, provided that the claim for any such defect is made within 18 months after shipment or 12 months after installation, whichever is less, and provided that, when requested, the defective part or parts are promptly returned to a location designated by the company, freight prepaid by buyer. Equipment and accessories not of the company's manufacture are warranted only to the extent that the manufacturers of the same warrant them. The company's liability or warranty shall not exceed the amount of the purchase price. There are no other warranties, express or implied, either of merchantability or of fitness for a particular purpose.

WITHDRAWAL OF PROPOSAL

The price and terms quoted herein are subject to acceptance by the buyer within a period of 30 days from the date of proposal, except that the company shall have the right to withdraw the proposal at any time before acknowledgment.

 

Orders accepted by the company are not subject to cancellation except by mutual agreement and at cancellation charges equal to actual costs incurred by the company plus a reasonable profit margin, plus a production interruption fee equal to 15% of this sum.

 

SHIPMENT

Shipment is F.O.B. the company's plant or point of shipment, unless otherwise specified in the proposal. Risk of loss or damage to the equipment due to shipping shall pass to the buyer upon delivery of the equipment or any portion thereof by the company to a common carrier at the company's plant or point of shipment. In the case of shipments F.O.B. point of destination, risk of loss or damage due to transportation of the equipment shall pass to the buyer when the equipment arrives at the buyer’s designated delivery location.

 

TRANSFER OF TITLE

The company and buyer agree that title in and to the property shall remain in the company until the full purchase price as provided in this agreement shall be paid by buyer. Default by the buyer in any of the terms of this agreement shall give the company the right to take immediate and unconditional possession of the property. Until payment in full, the property shall remain personal property, regardless of its method or mode of attachment to realty, if any.

 

The company is authorized and empowered to enter in this agreement the serial or other identification number of the property after this agreement has been executed.

 

FORCE MAJEURE

The company shall not be liable in any way for delay, non-delivery or default in shipment or installation due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and all other causes beyond control of the company, affecting the company or its suppliers. If the company, in its sole judgment, is prevented directly or indirectly, on account of any cause beyond its control, from delivering or installing the equipment at the time specified, it shall have the right to terminate this agreement by notice in writing to buyer.

 

APPLICABLE LAW

This agreement shall be subject to and interpreted in accordance with the laws of the State of Nebraska, USA.

 

INTEGRATION

The whole agreement between the parties is contained in the company’s proposal and these Standard Terms and Conditions, and all representations made by or on behalf of company are void unless contained in them.

 

The provisions of this agreement shall inure to the benefit of and be binding upon the parties to this agreement and their respective personal representatives, successors and assigns.

 


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