Standard Terms and Conditions
of Sale and Warranty
of Sale and Warranty
1. Cancellation, Deferment,
Orders are not subject to purchaser cancellation or deferment of shipping schedules or revision by purchaser except with our consent of DEMACO. (“The Corporation”), and upon terms, which will indemnify us against loss.
Prices listed are exclusive of any tax now in force or enacted by any local, state or federal government. All such taxes are to be paid by the purchaser. Prices exclude export or import duties, crating, shipping and other costs applicable to shipment outside the United States unless specifically noted.
The Corporation shall not be liable or responsible for delays due to strikes, fires, flood embargoes, or other abnormal manufacturing conditions, government directives or diversions, or other circumstances beyond the Corporation’s control.
GUARANTEE OF DEMACO:
The equipment manufactured will deliver the rated output as indicated on the contracts or quotations, providing such equipment is properly cared for, operated under normal conditions and with competent supervision. The Corporation agrees to correct, by repair or replacement at our option, at our own expense F.O.B., its plant, any defects which may develop under normal and proper use within twelve (12) months after date of shipment, providing the purchaser gives written notice of such defects, that during said period, the equipment is properly cared for, operated under normal conditions and with competent supervision, and the Corporation’s inspection verifies such claim. The correction of such defects by repair or replacement shall constitute a fulfillment of all obligations to the purchaser. The Corporation will not assume any expenses or liability for repairs made outside the Corporation’s plant without the Corporations written consent.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CORPORATION HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE EQUIPMENT, ITS FITNESS FOR ANY PARTICULAR PURPOSE OR ITS QUALITY OR WORKMANSHIP. THE CORPORATION IS NOT LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CASE OF FAILURE TO MEET THE TERMS OF THE GUARANTEE.
5. Guarantee of Equipment
Made by Others
Made by Others
If any of the equipment sold is made by other than the Corporation, purchaser shall have the same warranty or guarantee which the supplier of such equipment gives to the Corporation. The Corporation does not guarantee parts, components or subcontracted equipment beyond the original manufacturer’s guarantee.
Prices shown are for the equipment described herein and / or shown on the accompanying drawing. Any changes, revision additions, additional engineering or engineering drawings will be billed accordingly in addition to the price quoted.
7. Seller’s Patent Warranty
The Corporation warrants that the equipment manufactured and sold under this agreement do not infringe any issued patent, subject to the following terms and conditions: purchaser agrees to promptly notify the Corporation in writing of any claim or infringement asserted against it by reason of the equipment sold under this agreement. Seller’s liability under this warranty is fully discharged by the Corporation requesting the return of the sold equipment and refunding the purchase price, less 20% for each year of use commencing with the date hereof and terminating with the date of the request from the Corporation for the equipment to be returned. The Corporation reserves the right to defend the purchaser against any such infringement claim, and if such defense is undertaken, the Corporation will retain full control of such defense.
8. Osha Compliance
Seller makes no warranty of guarantee that any of the equipment supplied under this agreement will conform to applicable law and regulation under the U.S. Occupational Safety and Health Act.
Should a change be required to comply with OSHA, the Corporation will do so, but at the expense of the purchaser.
9. Local Codes
The Corporation gives no assurance that any equipment complies with any municipal, state or other government code. If any local code requires any change, purchaser must notify the Corporation, and the Corporation will attempt to comply, but at the expense of the purchaser.
10. Back Charges
No back charges by purchaser are permitted without the Corporation’s prior written consent.
All shipments are either F.O.B., Melbourne, Florida (Corporation’s plant) or F.O.B., supplier’s plants, as determined by the Corporation. Urgent shipments may be made airfreight but at the expense of the purchaser.
12. Specification Changes
The Corporation reserves the right to alter specifications without notice provided such charges are equal to or better than the original specifications.
The customer is responsible for the safe operation of all equipment and will:
- Maintain all safety device guards and warning signs.
- Instruct operating personnel on safe working habits and the safe operation.
- Comply with all applicable local, state, federal, health and safety regulations for any device, system or machine attached to or used in conjunction with the purchased equipment.
14. Arbitration and Governing Law
This agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida. All claims or disputes of whatever kind or nature arising between the parties hereto shall be submitted to arbitration in accordance with the Rules and Regulations of the American Arbitration Association in Florida. The decision of the arbitrator shall be final and binding any award, decision or finding of the arbitrator may be enforced by appropriate proceedings or judgment in any court of competent jurisdiction.
15. Corporation’s Expenses; Interest
Purchaser shall pay to the Corporation all costs and expenses, including reasonable attorney’s fees, incurred by the Corporation in collecting any amount due from Purchaser, or otherwise enforcing any of the terms, conditions or provisions of this agreement. Any amount not paid within thirty (30) days after its due date shall bear interest rate permitted by law, whichever is less.
16. Ownership Of Intellectual Property
DEMACO retains ownership of all designs. Customers may not copy designs or share them to anyone without express written permission. All software provided with DEMACO machinery is owned by DEMACO and licensed to the customer for use only on one machine.
Service of all notices under this agreement shall be sufficient if given personally, mailed, certified mail, return receipt requested, delivered by courier or upon facsimile transmission, with copy to follow via certified mail, return receipt requested, to the recipient at its respective address set forth above, or at such other address as said party may provide in writing from time to time. Any mailed notice or confirmation shall be effective three (3) days after depositing same in the United States mail, duly addressed and with postage prepaid.
Captions used in this agreement are for convenience only, and are not intended to be used in construction or interpretation of this agreement.
19. Entire Agreement
This agreement contains the entire agreement between the parties hereto.
No modification of this agreement shall be effective unless in writing and executed by the parties hereto or their duly authorized representatives.
If any terms provided herein should be inapplicable and deemed omitted, the remaining provisions shall remain in effect in accordance with the intent hereof.
20. No Waiver
The failure of any party hereto insist upon the performance of any of the terms and conditions of this agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.