1. Parties Contract
This proposal is made by Label House, P.O. Box 14876, Irvine, CA 92623 (Seller), specifically subject to the Terms and Conditions state below, the Buyer accepts said Terms and Conditions upon issuing a purchase order for the services, supplies, equipment, and/or machinery specifically set forth in this proposal. In the case of conflict between this proposal and the Buyer’s Purchase Order, the Terms and Conditions of this proposal shall prevail. The Terms and Conditions of this proposal may be modified only when the modification is referenced to a specific paragraph number of these Terms and Conditions, and is agreed to, in writing, by Seller.
2. Order Acceptance
Any order given pursuant to a quotation shall not constitute a contract until same has been received at the office of Seller and accepted by it in writing. Seller reserves the right to modify any quotation until such acceptance. Any change in the Terms and Conditions set forth herein shall be void and there shall be no warranties or agreements implied or expressed, except as herein stated. No change in the terms hereof shall be binding on Seller unless accepted by it in writing. Stenographic and clerical errors in any Seller quotation, proposal, acknowledgment or invoice are subject to correction. At Seller’s discretion, an order may be subject to Uniform Commercial Code filing.
3. Payment Terms
The Buyer shall pay to the Seller for such services, equipment and/or machinery and options as set out in our attached proposal in currency of the United States of America. The Seller reserves the right at any time to suspend credit, or to change credit terms provided herein when, in its sole opinion, the financial condition of the Buyer so warrants and, in such event, in addition to any other remedies herein, or by law provided, cash payment in advance or satisfactory security form the Buyer may be required by the Seller before shipment, or the due date of payment by the Buyer under this or any other agreement or order with the Seller may be accelerated by the Seller. Failure to pay invoices at maturity date shall render all subsequent invoices immediately due and payable irrespective of terms, and the Seller may withhold all subsequent deliveries until the full amount is paid. Any and all delinquent invoices shall bear interest at the rate of twelve percent (12%) annually from the first date of delinquency until paid. Acceptance by the Seller of less than full payment shall not be a waiver of any of its rights. In the event of payment default, customer will assume any collection of legal costs associated with the collection of any and all delinquent monies owed to Seller.
4. Test Materials
If requested by the Seller, Buyer agrees to provide necessary materials, i.e. product, packages and packaging materials, without transportation or other charges, to Seller’s facility for equipment engineering and test purposes. Buyer agrees that these materials are representative of those to be run on subject purchased equipment. It is understood that Buyer is responsible for expense or delay caused by failure to furnish proper materials and full manufacturing information in writing promptly upon Sellers request.
5. Sellers Warranty
Seller agrees to support the Manufacturer’s warranty. Equipment and parts warranties vary by manufacturer. Labor may be provided by Seller personnel and this may be warranted for a period of ninety (90) days. Warranty Labor is for work done wither in Seller’s repair shop or in the customer’s plant only during normal work hours, which are Monday – Friday 8:00 am to 4:00 pm and exclude all week-ends and holidays. Travel time, mileage, tolls, hotel and meals expenses, if applicable, are all billable and not included in the warranty labor. Seller’s liability is limited to the repair or replacement of defective parts. Seller will not be liable for the cost of down time, the cost of any product damaged, labor cost or installation charges due to defective parts or warranty issues. Warranty is dependent upon the applicable equipment being well maintained and operated with the specifications of the Manufacturer.
THIS WARRANTY IS ONLY WARRANTY MADE BY SELLER AND IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER OBLICATION OR LIABILITY IN CONNECTION HEREWITH.
The estimate as to time of shipment shall date from our written acceptance of your order and receipt of ALL customer specifications at our facility. All agreements as to delivery are subject to fire, floods, wars, strikes, accidents, labor and materials shortages, or any other cause or causes of delay beyond our control. The date fixed for delivery is only an estimate and tentative and shall not be binding upon Seller, and it shall not be liable to purchaser or purchaser’s customers for damages of any kind or character for failure to deliver on the date specified.
7. Installation and Operation
It is the Buyer’s responsibility to ensure that this equipment is installed and operated or used in a proper and safe manner. Buyer agrees to defend, indemnify and hold Seller harmless from and against all suits, claims, cost and expenses for personal injury, death or property damage arising from the purchase, ownership or use of this equipment by anyone. This includes but is not limited to Buyer’s agents, employees or independent contractors. Purchaser agrees that it will keep in legible condition all warnings or operating instructions affixed to machines or parts, that it will not remove or render inoperable any guards, interlocks, electrical devices or other safety devices, and that it will operate the machines in accordance with manufacturer’s operating instructions.
If Buyer should cancel order after acceptance by Seller, Seller may, at its sole discretion, allow the order to be cancelled and/or accept the return of the equipment. Depending upon the order status and/or the type of equipment ordered, cancellation charges will apply. These charges may include, but are not limited to, engineering cost, work in progress raw materials, crating charges, freight charges, restocking fees, Sales, General and Administration expenses.
9. OSHA Laws
The Willian-Steiger Occupational Safety and Health Act of 1970 (OSHA) and like state and local laws and all regulations issued under such laws, are designed to assure a safe place to work and apply primarily to the employer, no the equipment manufacturer. Seller will work with Buyer to find technically feasible answers to possible compliance problems; however, because compliance is significantly affected by many factors over which Seller has little control (Such as installation, plant layout, building acoustics, materials processed,
processing procedures and supervision and training of employees), Seller does not represent or warrant that equipment sold by it complies with OSHA or any like state or local law or regulation, and the cost of medications and responsibility for compliance are the Buyer’s responsibility.
10. Title and Interest
Buyer may receive delivery of the equipment prior to payment in full of the purchase price. In the event that occurs, title to the
equipment shall remain in Seller’s name until the full purchase price has been paid by all the rights of a secured party accordance with
Article 9 of the Uniform Commercial Code. In the event Buyer fails to pay the balance of the purchase price when due, for whatever
reason, Buyer shall return the equipment or deposit the balance due Seller in a court of competent jurisdiction within ten (10) days of
the due date of payment to Seller. Buyer shall be responsible for the protection of the goods.
11. Limitation of Liability
The equipment being sold by Seller to Buyer is complex equipment. Seller has advised Buyer the equipment requires trained
maintenance, upkeep and monitoring by trained members of Buyer’s staff during operation. Buyer has been advised by Seller that the
equipment should not be used in production until Buyer, in its sole discretion, determines that the equipment, product and Buyer’s
staff are ready. Buyer, as a sophisticated entity, has understood and accepts Seller’s advisory. Seller has priced the equipment upon
the understanding that Seller will not be responsible or liable for any form of consequential, incidental, or indirect damages of whatever
kind or type arising from any type of commercial, business, environmental, tort, warranty, contract, strict liability, or other causes(s)
arising, directly or indirectly, form or in connection with the equipment and/or its use. Not by way of limitation, Seller shall not be
liable for any losses to Buyer based on down time, spoilage, lost production or lost profits. It is the intention of the parties that the
provision be construed by a court as being the broadest limitation of liability consisting with the law. In no event shall Seller be liable
for damages that exceed the moneys paid by Buyer to Seller for the equipment less the value of the benefits received by Buyer and the
value of the equipment.
12. Governing Law
All rights of the parties’ contract i.e., Label House (Seller), and Buyer, hereunder shall be governed by the laws of the State of California
and any disputes which require judicial intervention shall only be brought in a Court of competent jurisdiction in the State of California
or by binding arbitration in the State of California through a sanctioned American Arbitration Association Arbiter, either to be chosen
at the sole discretion of Seller.