Conditions of Sales
The following standard conditions of sale are set forth to give both the Seller and the Buyer a clear understanding of the terms of the sale and to provide mutual protection in the transaction.
(Required reading for all accounts.)
TERMS AND CONDITIONS OF SALE BETWEEN SELLER (New London Engineering) AND BUYER
1) TERMS OF PAYMENT. Firms rated by Dun and Bradstreet with a “Composite Credit Appraisal” of “good” or “high” and having adequate financial strength will be placed on open account terms. Open Account terms are 1-% 10 days. 30 days Net on unit orders and 30 days Net on parts orders. Any unauthorized discount taken after 10 days will be re-invoiced. Firms not rated by Dun and Bradstreet will be shipped C.O.D. until Seller has been provided with appropriate credit references and information. If these meet above-mentioned financial requirements, the firms will be placed on open account terms. Orders are invoiced from the day of shipment. Terms begin from the date of the invoice. No exceptions. The buyer will be required to pay a late charge of one and one half percent (1-1/2%) per month on any balance remaining open 30 days after the date on which payment is due the Seller. The Seller reserves the right to change terms, prices, and specifications without notice.
2) DOWN PAYMENTS. In the event of large dollar volume orders, long lead times, anticipated extended shipment time, or other causes, the Seller reserves the right to require a down payment and/or progress payments. Orders with this type of requirement will not be processed into fabrication until the down payment or first progress payment, as meets contract conditions, is received.
3) NEW ACCOUNTS. If Buyer is in doubt as to its rating with the mercantile agencies, please submit three credit references and the name of the Buyers bank. Provide all names, addresses, and phone numbers.
4) C.O.D. ORDERS. Please include a deposit of 50% with orders for units to be shipped C.O.D., shipment will then go forward C.O.D. against bill of lading for the balance. Parts orders for more than $500.00 will require a 50% deposit.
5) EXPORT ORDERS. Prices for export crating can be obtained by contacting the Sales Department for quotations and placing orders.
6) PRICE CHANGES. Seller may change the prices listed without notice in order to reflect Sellers prices at time of shipment and any increase in transportation, labor, or other costs. If a delivered price has been quoted, any charges at destination for spotting, switching, handling, storage, and other accessorial services and demurrage shall be borne by Buyer. Seller reserves the right to correct any obvious errors or mistakes in specifications or prices.
7) WHEN ORDERING. Please specify name of item; catalog part number, as well as Serial Number of the Conveyor and any other pertinent information, to insure prompt handling of
8) MINIMUM BILLING. $50.00 Net, exclusive of transportation charges.
9) DELIVERIES. Any delivery schedule indicated is based on the Seller’s present estimate of the time required to ship after receipt of Buyer’s order and is contingent upon Buyer supplying all required technical information to the Seller when needed. In the event of any delay in Seller’s performance do in whole or in part to any cause beyond Seller’s reasonable control, Seller shall have such additional time for its performance as may be reasonably necessary under the circumstances. Deliveries are normally quoted A.R.O. (After Receipt of Order), which means when the written purchase order is received by the Seller; or A.R.O.A.D (After Receipt of Approval Drawings), which means signed approval drawings with no changes are received by the Seller. All orders are scheduled during a particular week. The Seller will not be required to ship on a particular day. Seller’s responsibility ceases when delivery is made to the transportation company. Claims for loss or damage in transit must be handled by the Buyer with the carrier.
10) EXTRA MANUALS. Seller will furnish one combined safety, installation, operation, maintenance, and parts manual. Should extra manuals be required above the one manual supplied
with each unit, a price of $10.00 will be charged for each extra manual.
11) SUSPENSION OF PERFORMANCE. If in Seller’s judgement reasonable doubt exists as to Buyer’s financial responsibility, or if Buyer is past due in payment of any amount owing Seller,
Seller reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material in transit, until Seller receives payment of all amounts owing to Seller, whether or not due, or adequate assurance of such payment.
12) SHIPMENT. Shipment may be by carrier or other means selected by Seller. Title to any goods priced at shipping shall pass to Buyer upon delivery at such shipping point. All units are shipped knocked-down. If shipment is delayed by Buyer, date of readiness for shipment shall be deemed to be date of shipment for payment purposes. If manufacture is delayed by Buyer, a payment shall be based on purchased price and percentage of completion, balance payable in accordance with the terms as stated. Equipment held for the Buyer shall be at risk and expense of the Buyer.
13) WARRANTIES. Seller warrants that material in and workmanship on the equipment manufactured by Seller will be free from defects at time of shipment. If during the first twelve
months (or 2000 hours, whichever comes first) of operation after final shipment, the Buyer establishes to Seller’s satisfaction that any part or parts manufactured by Seller were defective when they were shipped, the Seller will, at its expense, deliver (but not install) replacement parts. Buyer must contact Seller within the first nine months after sale to Buyer to allow any warranty coverage to be applied. Seller’s liability under this warranty is limited to furnishing of such replacement parts and Seller will make no allowance for corrective work done unless Seller agrees hereto in writing. Buyer must check all hardware tightness and reducer oil level and vent plug at time of installation, and retighten any and all hardware loosened during shipping. Damage or deterioration due to failure to check these items, or due to extraordinary wear and tear (including, but not in limitation, use of said equipment to handle products of sizes, weights, and shapes at speeds or methods which differ from information originally provide by Buyer), chemical action, wear caused by the presence of abrasive material or by improper maintenance or lubrication, shall not constitute defect. Seller has made no representations, warranties, or guarantees, expressed or implied, not expressly set forth in the preceding paragraph. Seller shall not be liable hereunder for any consequential or indirect damages included but not in limitation to, damages which may
arise from loss of anticipated profits or production, or from increased cost of operation or spoilage of material. The components used in the manufacture of said equipment, which were manufactured by others, will carry such manufacturer’s customary warranty, which Seller will obtain for Buyer’s benefit upon request. NOTE! To protect warranties on any defective conveyor components (i.e. gearbox, motor, etc.) call the Seller’s home office for authorization before disassembling or replacing. Failure to do so will immediately void all warranties and guarantees.
14) SAFETY DIRECTIONS. Seller makes no warranty whatsoever that the equipment and installation of said equipment when placed in operation and use by Buyer will comply with
pertinent national, state, and local health and safety laws, including but not in limitation, the Federal Occupational Safety and Health Act (OSHA) and the regulations, standard rules and orders issued pursuant to any such laws. Buyer shall be solely responsible for compliance therewith for any damages, penalties or fines arising from non-compliance; provided however, that Seller shall cooperate with Buyer in the design, manufacture or purchase of safety features or devices which Buyer deems to be necessary under OSHA or any other statute, ordinance or governmental regulation, the price at which any such further equipment or service shall be furnished by Seller and shall be at Seller’s standard prices then in effect, or as agreed upon between Seller and Buyer. Unit applications, locations, the proximity of any and all persons to the equipment or any moving parts or materials, and customer specifications determine the type, quantity and/or placement of electrical, electrical safety or other safety controls required. Whether these controls are supplied by New London Engineering or another supplier, all OSHA safety and health standards, the National Electrical Code and local codes must be followed.
15) TOLERANCES AND VARIATIONS. All goods shall be subject to tolerances and variations consistent with usual trade practices regarding dimension, straightness, section, composition,
and mechanical properties and normal variations in surface and internal conditions and quality and shall also be subject to deviations from tolerances and variations consistent with practical testing and inspection methods.
16) RETURNS. In the event a failure should occur in any of the parts of the machine during the warranty period the following procedure must be followed to return and receive replacement
parts and/or receive permission for on-site repairs and/or repair charges. A minimum 25% handling charge will be made on all returned goods. CONTACT NEW LONDON ENGINEERING IMMEDIATELY AS TO THE NATURE OF THE PROBLEM.
1) at this time, replacement parts will be sent prepaid. These parts will be invoiced for the normal selling price.
2) In a few days, you will receive a Returned Goods Authorization (RGA) slip, which will be your authorization to return the problem parts to NLE prepaid. (The Returned Goods
Authorization slip must accompany the problem parts or they will be refused).
3) When the problem parts are received in NLE’s plant, our claims department and/or the manufacturer of the components will determine if the parts are covered under warranty.
If the parts are determined to be defective NLE will issue the proper credit for them, If the parts are determined not to be covered by warranty, you will be required to pay the
full invoice price.
B) REPAIRS OR REPAIR CHARGES (ON-SITE):
1) An estimate of the cost of repairs, in hours, material and dollars must be given in writing to Seller along with an accurate description of the problem.
2) The Seller reserves the right to grant permission for repairs, or to arrange to have NLE employees or agents repair the equipment on-site, or to request the return shipment
of the unit(s).
3) The Seller will not accept any back-charges or accept any returned parts or units made or shipped, unauthorized by the Seller.
Seller Also Reserves The Right To Not Accept The Return Of Any Goods Which It Deems To Be Related To Good Safety Practices.
17) COPYRIGHT. No reproduction either in whole or in part may be made of the Seller’s catalog, drawings, sketches, etc., without written permission from NLE’s Sales department.
18) BACK ORDERS. Seller will attempt to ship all orders complete; however, in the event of back orders, the orders will be shipped with freight charges, collect or prepaid, at Sellers option only.
19) CLAIMS. Claims for shipping shortages, concealed or otherwise, will not be allowed by Seller, unless reported within 30 days after shipment of merchandise. Shipments travel at Buyer’s risk and all damaged freight claims will be the responsibility of the Buyer.
20) PRODUCT CHANGE. Products of modular design with standardized components as represented in Seller’s catalog have been one of the main features of its equipment over the years.
However, Seller reserves the right to make changes without notice, in the interest of product improvement, delivery, or the application of new materials.
21) TOOLS, DIES, AND FIXTURES. Unless otherwise expressly provided herein, any tools, dies, or fixtures which may be developed for Seller in the production of the goods covered hereby shall be owned by Seller, as Seller may elect, even though you are charged in whole or in part for the cost of such tools, dies, and fixtures.
22) PATENT INFRINGEMENT. If any of the goods are to be furnished to Buyer’s specifications, Buyer agrees to indemnify Seller and Seller’s successors and assigns, against all liabilities
and expenses resulting from any claim of infringement of any patent in connection with the production of such goods. NOTE: Unless requested and agreed upon in writing by Buyer and Seller before the start of engineering and/or manufacturing (concept drawings or sequences put forth during original proposal or quote will constitute the start of engineering) the
Seller will not be held to any secrecy or exclusivity clauses by the Buyer, and Seller shall retain all patent rights for any equipment designed or manufactured by the Seller.
23) SPECIAL DRAWINGS OR DATE REQUIREMENTS. If a customer should require one or more special drawings larger or different than the standard 8-1/2” x 11” line drawing in our catalog, Seller will have the option to charge for the master drawing or copies as requested. Consult the Seller for prices on any special drawings or date requirements, or drawings required on magnetic media, such as 3-1/2” disks. Sepias and/or other original drawings are not available.
24) CANCELLATION. An order may be cancelled or modified only by written agreement between the parties. Buyer insistence upon canceling or suspending fabrication or shipment, or Buyer’s failure to furnish specifications when required, may be treated by Seller as a breach of contract by Buyer, and Seller may cancel any unshipped balance without prejudice to any other remedies Seller may have. Cancellation charges can be obtained from the Sales department.
25) TAXES. All applicable federal, state, or local sales use, occupational or excise taxes are the responsibility of the Buyer and shall be in addition to the price or prices stated unless otherwise specifically stated. Seller shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order to which the same applies.
26) MODIFICATIONS OR ALTERATIONS TO EQUIPMENT. Modifications or alterations to the equipment without express written consent of the Seller-Manufacturer is forbidden. Failure to
obtain consent in writing relieves the Seller-Manufacturer from any and all liability for said product.
27) EQUIPMENT OPERATION. Buyer agrees to require its employees to read and be familiar with the safety instructions and the operation and maintenance portion of the manual before operating this equipment. Buyer agrees to completely train and require its employees to use all safety devices and guards on the equipment and to use safe operating procedures. Buyer agrees to not remove or modify any such equipment, switch, device, guard, or wanting sign or allow it to fall into disrepair. If Buyer, or its employees, fails to strictly observe all these obligations, Buyer agrees to indemnify and save Seller harmless from any liability or obligation incurred by the Seller to persons injured directly or indirectly by the operation of the equipment.
28) RESALE, TRANSFER, OR LEASE OF EQUIPMENT TO OTHERS. Buyer agrees to the continuing obligation to notify Seller of the resale, transfer, or lease of the equipment to third
parties, stating the name and address of the new owner or transferee and the location of the equipment.
29) REPORTING PERSONAL INJURIES OR PROPERTY DAMAGE. The Buyer or user agrees to notify Seller within 30 days of any accident or occurrence involving Seller’s machinery or equipment resulting in personal injury or property damage, and shall cooperate fully with Seller in investigation and determining the cause of such accident or occurrence. In the event that the Buyer or user fails to give notice to Seller and so cooperate, the Buyer or user agrees to indemnify and save Seller harmless from all loss or damage arising from such accident or occurrence.
30) ASSIGNABILITY. Any contract for sale and purchase of machinery and equipment cannot be assigned except with the written consent of Seller.
31) SUCCESSOR OWNERS AND USERS. The terms and conditions hereof are binding on successor owners and users, who take by purchase, assignment, lease, or otherwise, the right to
own, use or operate the equipment sold to the original buyer, and said terms and conditions shall transfer with the equipment itself as an integral obligation of any successor to the original buyer. The successor owner and user obligations and liabilities stated herein shall also apply if the original buyer was a dealer and purchased the equipment from Seller for purposes of resale and transfer to third parties.
32) INSTALLATION AND ERECTION. Installation and erection of the equipment or supervision thereof by Seller, if specified or requested by Buyer, shall be governed by Seller’s Standard
Conditions of Erection and Installation and/or other specifications contained in the written order.
33) ENTIRE AGREEMENT. These Terms and Conditions of Sale constitute the entire agreement between the parties concerning any machinery or equipment sold and purchased. It shall not
be modified or cancelled except by mutual agreement in writing and signed by all parties.
34) APPLICABLE LAW. The laws of the State of Wisconsin shall govern and control the right, duties, remedies, and obligations of Seller, Buyer, successors, users, and owners and Wisconsin law shall be used to interpret and construe all of the terms and conditions hereof.
GENERAL: Seller shall not in any event be liable for indirect special consequential or liquidated damages or penalties.