- CONTRACT: All terms and conditions of this CONTRACT are fully set forth herein, and no agent, employee,
representative or other party is authorized to bind the Seller by any agreement or warranty not expressed herein. Furthermore, it is agreed that if any of the terms and conditions of subsequent
orders by the Buyer, based upon or resulting from this PROPOSAL, are in addition to or inconsistent with the terms and conditions herein expressed, they will not be binding upon the Seller unless
they are expressly accepted in writing by the Seller.
- TAXES: Any present or future tax or other governmental charge upon the production, processing, sale and/or
shipment, or use of the equipment herein specified imposed by Federal, State, or municipal authority shall be added to the price herein quoted and shall be paid by the Buyer. Any intangible or
documentary stamp tax shall be added to the price herein quoted.
- CREDIT APPROVAL: Shipment, delivery, and performance of work shall at all times be subject to the approval of
the Seller’s Credit Department. If the Buyer should fail to pay according to terms; or, if in the opinion of the Seller, the financial responsibility of the Buyer at any time hereafter should become
impaired, the Seller reserves the right, without prejudice to any claims for damage Seller may be entitled to make, to decline to make shipment or delivery, or to perform any work until receipt of
payment or upon terms and conditions satisfactory with Seller.
- TERMS OF PAYMENT: Subject to the provisions of CREDIT APPROVAL above, terms of payment are as typed on
this PROPOSAL-CONTRACT and are not contingent upon performance of equipment. Each shipment will be invoiced as shipped and each invoice settled according to terms specified. Payment shall
be made in United States Funds, free of expense to the Seller for collection charges. If in the opinion of the Seller shipments are delayed unreasonably by the Buyer, the Seller shall have the
right to render an invoice for equipment ready for shipment.
- SHIPMENT: Equipment will be shipped at the risk of the Buyer FOB shipping point. Cost incidental to
unloading, delivery, and installation of equipment in the Buyer’s plant shall be paid by the Buyer. The Seller is not responsible for delays of carriers, damage to equipment in transit, or any
loss after shipment has been received and receipted for by the carrier as in good order, whether the equipment is shipped FOB shipping point or FOB shipping point freight allowed to
- DELIVERY: The SHIPMENT SCHEDULE is based on the Seller’s present estimate of the time required to ship after
acceptance of this PROPOSAL and clearing up of all technical details.
- DELAY: The Seller will make every reasonable effort to complete delivery as near the time intended as
possible, but in no event will the Seller be held responsible for delays in performance resulting in whole or in part from any cause beyond the reasonable control of the Seller, including but not
limited to acts of God, fire, accident, strikes or other differences with employees, war, riot, or embargo; delays, losses, or damages in transportation; shortages of labor or material; delays in
shipment or receiving of material from supplier; or acts of civil or military interference. The Seller reserves the right to extend the time of completion of this CONTRACT for a period equal to
the time of such interference or to cancel this CONTRACT, in whole or in part, because of such interference. Acceptance of any part(s) or equipment by the Buyer shall constitute a waiver of all
claims for delay.
- WARRENTIES: The Seller warrants and agrees that it will replace or repair FOB its plant, but not install, any
parts of its manufacture of the equipment which, under normal and proper use, prove defective in material or workmanship within 12 months from the date of shipment to the Buyer, provided the Buyer
gives immediate written notice of such alleged defect and, if requested, returns the defective part to Seller’s plant for inspection, freight prepaid and provided the part has not been damaged as a
result of an attempted modification or correction made by any person other than an Selco Inc employee. Component parts not of Seller’s manufacturer are not included in the foregoing warranty,
but are subject only to any warranties of their respective manufacture, provided the respective components have not been damaged as a result of an attempted modification or correction made by any
other person other than an Selco Inc employee.
- EXCLUSION OF WARRANTIES: Except as stated immediately above in the foregoing paragraph, there are no
express or implied warranties by the seller or merchantability of the equipment or fitness for the purpose intended, nor are there any other warranties which extend beyond the description
contained in this PROPOSAL. The Seller will not make any allowance or bear any expense for repairs, alterations or other work on the equipment done without prior written consent of the
- EXCUSION OF DAMAGES: In the event of a breach of this CONTRACT by the Seller, the Buyer shall not be entitled
to recover from the Seller any direct, indirect, special, incidental or consequential damages, it being agreed that Buyer’s remedies shall be limited to replacement or repair of defective parts as
provided in the above paragraph entitled WARRANTIES.
- PATENT INDEMNIFICATION: The Buyer agrees to defend, protect and save harmless the Seller against any loss,
legal expense, or liability arising out of, or resulting from, directly or indirectly, any claimed infringement of any patent resulting from the Seller’s manufacture of any equipment or any part
there of manufactured to Buyer’s design and/or instructions.
- CANCELLATION: Inasmuch as this custom equipment will be manufactured for the Buyer’s specific purpose, the
CONTRACT may not be canceled, or manufacture order suspended unless cancellation charges are accepted by the Buyer. Cancellation charges shall consist of all expenses incurred to the date of
cancellation, plus a cancellation charge not to exceed ten percent of the total CONTRACT price.
- INSTALLATION AND SERVICE CALLS: No installation services or service calls are included unless otherwise
stated in this CONTRACT. When installation services or service calls are included, the buyer shall indemnify and save harmless the Seller from all liability for damages or claims resulting from
acts or defaults of employees, or agents of the Seller while engaged in such services.
- OBVIOUS ERRORS: The Seller reserves the right to correct any obvious
typographical or clerical errors in prices and/or specifications in this PROPOSAL.
- GOVERNING LAWS: This Contract and these additional terms and conditions shall be
governed by the laws of the State of South Carolina and the Buyer hereby consents to the jurisdiction of the courts of the State of South Carolina.
- GENERAL: No waiver by Seller of any default or breach of this CONTRACT shall
operate as a waiver of any other default or breach of the same type of default or breach on a future occasion. Determination that any provision of this agreement is illegal or invalid shall not
affect the validity or enforceability of the other provisions or remaining part of this agreement. This CONTRACT shall be binding upon and shall inure to the benefit of the parties and their
respective successors, heirs and assigns.