ULRICH PLANFILING EQUIPMENT CORPORATION
TERMS AND CONDITIONS OF SALE
Ulrich Planfiling Equipment Corporation (Ulrich) has offered to sell the customer specific equipment (the “Goods”) expressly conditioned upon these terms and conditions. This offer is hereinafter referred to as the “Quotation”. Any purchase order or other form of acceptance issued by the Buyer in response to Ulrich’s Quotation shall result in a contract (“the Contract”) for the purchase of the Goods at the price quoted in the Quotation, and subject to these terms and conditions. Ulrich does not accept any terms contained in any purchase order or other document which conflict with, modify and/or add to these terms and conditions. Ulrich’s execution of any document issued by the Buyer shall constitute only acknowledgement of receipt thereof, it shall not be construed as an acceptance of any terms therein. Where Buyer specifically objects to any of these terms and conditions, no contract shall exist unless and until Ulrich agrees to accept in writing Buyer’s proposed modifications to these terms and conditions.
2. Entire Agreement
This Contract, including the Quotation and these terms and conditions, shall constitute the entire understanding and agreement between Buyer and Ulrich and any representation, promise, course of dealing, course of performance, or customer trade usage which is not specifically included in the Contract will not be binding upon either party. The Contract may not be amended or modified except by writing executed by both parties.
Buyer shall be responsible for, and shall pay, any taxes (sales, excise, use, etc.) and any export or import duties which may be applicable to the sale.
Unless otherwise specified by Ulrich in the Quotation, the Buyer shall pay the purchase price within thirty (30) days from the date of shipment. If delivery or shipment is delayed by Buyer, payment shall be due thirty (30) days from the date Ulrich notifies Buyer that goods are ready for shipment.
5. New York Law Applicable
This contract shall be governed by the laws of the State of New York.
Any delivery date stated in the contract is approximate only and does not constitute any guarantee of delivery on any particular date. Time is not of the essence of the contract.
6.2 Shipment of Goods
Unless otherwise expressly specified in the Quotation, Ulrich shall arrange for shipment of the Goods and Buyer shall be solely responsible for the cost of shipment.
Ulrich shall not be responsible to Buyer or any third party for any damage resulting from any failure or delay in manufacturing or shipping due to any cause beyond Ulrich’s reasonable control, including but not limited to (1) intervening legal requirements or governmental directives; (2) acts of God; (3) force majeure; (4) labor disputes; (5) delays caused by Ulrich suppliers or vendors; (6) war, terrorism or similar disruptions. If shipment is delayed by Buyer, Ulrich shall arrange for storage at Buyer’s sole expense. In such event, risk of loss of the goods shall pass to Buyer upon placing the goods in storage, unless risk of loss has already passed to Buyer.
7. Limitation of Liability
Notwithstanding any other provision of this Contract, the total liability of Ulrich to Buyer shall be limited to direct damages, not to exceed the value of the amount paid to Ulrich. This limitation of liability applies to all liability arising from Ulrich’s activities and obligations related to the Contract including, but not limited to, duty arising in contract, warranty, statute and tort (whether such occurrence arises out of Ulrich’s negligence or breach of any standard of strict liability). IN NO EVENT WILL ULRICH BE LIABLE TO BUYER FOR ANY LOST PROFITS, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. These limitations will survive the contract.
Ulrich warrants that the Goods will be free from defects in material or workmanship for a period of one year. Should a defect be detected within a period of 12 months from date of delivery, Ulrich agrees to repair, replace, or refund the purchase price at the discretion of Ulrich. THIS IS THE SOLE AND EXCLUSIVE WARRANTY THAT ULRICH PROVIDES AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED. Ulrich makes no other warranty either expressed or implied.
9. Termination for Default
Ulrich may terminate this contract if Buyer: (1) becomes insolvent; (2) is unable to meet its obligations as they become due or admits such in writing; (3) enters bankruptcy or has a receiver or trustee appointed for it; (4) fails to timely make payments under this contract or under any other obligation of Buyer to Ulrich; or (5) fails to provide Ulrich with adequate assurance of due performance within fifteen (15) days of Buyer’s receipt of Ulrich’s written demand. In the case of such a termination, Buyer shall be considered to have defaulted under this contract and Ulrich shall have such remedies as are available to it under this contract and/or at law.
10. Other Provisions
10.1 Limitations of Buyers Claims
Any actions against Ulrich with respect to any matter arising out of or relating to this contract must be brought by Buyer, or anyone claiming through or under Buyer, within the earlier of: (1) one (1) year from the date that the claim in question accrued; (2) the expiration of any applicable statute of limitation; (3) one year from the date of delivery.
The waiver of any right or default in any one instance shall not be deemed a waiver of any future right to enforce this contract.
This contract may not be assigned by Buyer without the written consent of Ulrich.
If any provision of this contract is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect.
10.5 Safety Devices, Risks and Damages
Buyer assumes all responsibility for the safe operation of the goods. Buyer shall provide all signage, warning labels, safety devices, guarding, shielding and other measures as may be necessary and/or appropriate, or which are required by federal, state or local laws and regulations, for the safe operation of the goods.
10.6 No License or Sale of Intellectual Property
The sale of the goods does not grant to, convey to or confer upon Buyer a license or any other rights, express or implied, under any patent, copyright or other intellectual property right of Ulrich encompassed within, covering or relating to the goods.
10.7 Recovery of Expenses
Ulrich shall be entitled to recover from Buyer all costs and expenses (including, but not limited to, reasonable attorney’s fees) which are incurred by Ulrich in enforcing its rights under this Contract, including, but not limited to, the recovery of any amounts owed by Buyer to Ulrich under this Contract.
10.8 No Third Party Beneficiaries
There are no third party beneficiaries with respect to this Contract, including (but not limited to) any customers of the Buyer or any affiliates of the Buyer.