Terms and Conditions
Pfannenberg Sales America, LLC is hereinafter referred to as “SELLER”. All sales of SELLER are subject to the following terms and conditions. Any order that contains terms and conditions in addition to or inconsistent with the following shall not be binding upon SELLER unless acceptance thereof is made in writing by an authorized representative of SELLER and failure of SELLER to object to provisions contained in any purchase order or other communication from BUYER shall not be construed as a waiver of these conditions nor an acceptance of any such provisions. This contract and these provisions and terms shall be governed by and construed according to the laws of the State of New York with reference to the laws of any other jurisdictions.
2. Penalty Clauses.
Contracts or quotations showing penalty clause for failure to meet shipments are not acceptable unless specifically approved in writing by an officer of SELLER.
- Shipping promises are made in good faith: shipping dates appearing on acknowledgments of orders or given the customer in any other manner are approximate. Where the customer delays in supplying information necessary to proceeding with the order, the date of shipment may be extended accordingly; and
- SELLER shall not be liable for damages or otherwise for delays or failure in performance when caused by circumstances, of every nature and description and however arising, beyond SELLER’s reasonable control. In the event SELLER is unable due to any such occurrence or otherwise, to fulfill its total commitments to all customers, BUYER agrees to accept as full and complete performance by SELLER, deliveries in accordance with such plan or proration as SELLER may adopt.
SELLER guarantees that its products will leave the factory in good condition. We warrant our products against any defects in workmanship and material for a period of 365 days (one year) after shipment. Adjustments under this warranty may be made only after completion of inspection of the part or production in our factory. Our liability under this warranty shall extend only to the replacement or correction of any defective part or product determined by our inspection as not conforming to this Warranty. All material must be returned, freight prepaid. This warranty shall not apply to any product which shall have been repaired or altered without our knowledge and consent or operated or installed contrary to our instruction or subjected to misuse, improper maintenance or is damaged by accident or negligence.
THIS WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIEs, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THERE ARE NO OTHER WARRANTIES THAT EXTEND BEYOND THIS EXPRESSED WARRANTY.
5. Taxes and Other Charges.
Any manufactures’ tax, retailer’s occupation tax, use tax, sales tax,
duty custom inspection or testing fee, or any other tax, fee or charge of any nature whatsoever, imposed by any government authority, on or measured by any transaction between SELLER and the BUYER, shall be paid by the BUYER.
6. Cancellation, Rejections and Returns.
- ALL ITEMS WITHIN THIRTY (30) CALENDAR DAYS OF COMPLETION ARE NOT CANCELLABLE, i.e., 100% CANCELLATION CHARGE, AND WILL BE BILLED TO CUSTOMER. All items entered for production and on which cancellation is requested, and which are not within thirty (30) calendar days of completion, shall be paid for on the basis of actual cost of labor, materials and supplies applied to the production of such items plus proper overhead expenses determined in accordance with good accounting practice, plus 15% of the total of such cost and expenses; provided that such cost and expense plus 15% shall in no case exceed 90% of the quoted price of total order. In the event of cancellation of incomplete equipment, SELLER’s figures shall be accepted as final and conclusive and disposition of the material cancelled shall be given to SELLER within said thirty (30) calendar days shall constitute BUYER’s agreement that SELLER may dispose of the cancellation material as it sees fit without further credit to BUYER or obligation of any nature by SELLER;
- BUYER will be deemed to have inspected and accepted any shipment under this contract if, within ten (10) days after BUYER’S receipt of goods, BUYER has not notified SELLER in writing that such goods are rejected and the grounds therefor; and
- No goods may be returned by BUYER for any reason without SELLER’S prior written approval.
- Unless otherwise specified, standard terms of credit are net thirty (30) days from date of invoice providing satisfactory credit is established with SELLER. If BUYER defaults in any payments when due, SELLER reserves the right to defer delivery or cancel the order, without prejudice to other lawful remedies. In the event SELLER engages the services of an attorney to collect such overdue amounts, the BUYER agrees to pay the attorney’s fees and associated costs. SELLER reserves the right to ship its order and make collection by sight draft with bill of lading attached or on a C.O.D. basis or any other terms. BUYER may choose cash in advance (ACH, paper check or credit card methods), in which credit card payments will include a three (3) percent convenience fee, of the invoiced amount, and purchase order confirmation upon receipt of cash in advance.
- All accounts are payable within terms stated on SELLER’S invoice. SELLER may demand payment in advance of shipment if, in SELLER’S opinion, the credit or financial condition of BUYER is, or is about to become, impaired; and
- Where BUYER requests delay in shipment, SELLER shall have the option of billing for goods when ready for shipment. If material is not ordered out within sixty (60) days after goods are ready, SELLER will have the option of billing storage charges.
8. Freight & Shipping.
- All prices as quoted (including repairs and parts) are F.C.A. SELLER’s factory, no freight allowed;
- SELLER will provide commercial packaging, adequate under normal conditions,
to protect the goods in shipment and identify the contents. Should BUYER request any special packaging, it will be done at BUYER’S expense;
- All goods will be shipped via the cheapest or most expeditious means of transportation under the circumstances, unless BUYER indicates otherwise. If BUYER provides no routing instructions, SELLER shall be the sole judge of the best method of routing shipment; and
- Claims for loss or damage in transit must be entered and prosecuted by the BUYER.
9. Minimum Billing.
Minimum billing for any apparatus or parts sold by SELLER shall be $250.00 net price.
Written quotations automatically expire thirty (30) calendar days from date issued unless otherwise specified. A verbal quotation, unless accepted on day of quotation, expires the day on which it was made. All quotations are subject to the terms and conditions or our regular form of acknowledgment and to the procedure described herein. All quotations, to be binding, must list the actual quantities involved.
11. Product Changes.
Changes in design and improvements are being made whenever SELLER believes the product will be improved. No obligation to incorporate these changes in units manufactured prior to the change will be assumed.
12. Samples & Prototypes.
In the event samples or prototypes are furnished to BUYER, SELLER will not assume any liability in connection with the furnishing or use thereof and there will be no agreement of warranty collateral to, or affecting, the furnishing of such samples, unless otherwise approved in writing by an office of SELLER.
13. Limitation of Liability.
In no event shall SELLER be liable for consequential damages or for any expense incurred by the BUYER attributed to any product sold hereunder.
14. Acceptance of Orders.
All orders become effective only when accepted by our written acknowledgment. To avoid delay in filling orders, purchasers without previous experience with SELLER should include credit information or references with their first order, or remit cash. Transportation costs cannot be deducted from the selling price.
15. Dimensions & Specifications.
Published dimensions and specifications shown in catalog and other SELLER reference materials are approximate and subject to change. Certified dimensional drawings and technical specifications can be obtained upon request.
16. Export Controls.
The commodities, materials and related information covered by this invoice are subject to the export control laws of the U.S. The BUYER shall not knowingly sell, export, transfer or dispose of, whether directly or indirectly, the commodities, materials, and related information covered by this invoice to countries, destinations, or end users that are prohibited under U.S. law. Further, the BUYER shall not commit to any order placed by or for any firm which is disallowed under U.S. law. Any orders originating from, or which will result in delivery to, prohibited individuals or entities located within or controlled by any country subject to restrictions under U.S. export control laws, may not be filled without the prior authorization and approval of the U.S. government.
If BUYER believes there are or may be any errors, omissions or inconsistencies in the Sales Order Acknowledgement, Invoice, or other documents related or supplemental to its order, BUYER must submit a claim, with satisfactory evidence in support thereof, within thirty (30) days of the date of sale.