NORD Drivesystems B1000 - Manual (Page 814)

www.nord.com J812
G1000 – Subject to Change Without Notice
1. CONTRACT
Any contract between Nord Gear Corporation, hereinafter designated as Seller, and the Buyer is subject to the terms and conditions
of sale hereinafter set forth. Any deviation from such terms and conditions must be specifi cally set forth in writing and consented to
by Seller. Accordingly, the Buyer and Seller acknowledge and agree that the terms and conditions set forth below and on the face
hereof shall govern Buyer’s purchase of the goods described on the face hereof and shall take precedence over and represents the fi nal
agreement between Buyer and Seller, notwithstanding any inconsistent, contradictory or other prior or further conditions contained in
any oral or written request or purchase order issued by Buyer or any other document furnished by Buyer in connection with its purchase
of the Goods, regardless of whether such document or documents are exchanged simultaneously with this Invoice or prior or subsequent
thereto. Any additional or different terms or conditions which may appear in any communicaiton, oral or written, from Seller, its
offi cers, employees, agents or representatives, are hereby expressly rejected and shall not be effective or binding upon the Seller, unless
specifi cally hereafter agreed to in writing by Seller and no such additional or different terms or conditions in any document submitted
to Seller by Buyer shall become part of the contract between Buyer and Seller, unless such written acceptance by Seller specifi cally
recognizes and assents to their inclusion. Any objection by Buyer to the terms and conditions hereof shall be ineffective unless Seller is
advised in writing thereof within two (2) days of the date of this Invoice.
2. CONFIRMATION
An order shall be deemed accepted only when duly confi rmed by Seller, at Nord Gear Corporation’s home offi ce in Waunakee, Wisconsin,
and upon such confi rmation the order shall become a contract binding upon the parties hereto, their successors and assigns.
3. PRICES
Prices shown are list prices and may be subject to applicable discounts. Unless otherwise agreed upon in writing, prices are FOB factory
Waunakee, Wisconsin. Prices and discounts are subject to change without notice until order is accepted. Seller’s prices do not include
cost of any inspection permits required.
4. LIMITED WARRANTY
Seller warrants the goods sold hereunder to be free from defects in material and workmanship under normal use and service not
arising from misuse, negligence, or accident, including but not limited to the use, installation, and transportation of the goods by the
Buyer, its agents, servants, employees, or by carriers. Such obligations under this warranty are limited to remedying any defi ciencies
in the goods at Waunakee, Wisconsin, or at such place or places in the United States of America as may be designated by Seller. THIS
WARRANTY SHALL PERTAIN TO ANY PART OR PARTS OF ANY GOODS TO WHICH BUYER OR ITS ASSIGNS HAS GIVEN WRITTEN NOTICE
OF CLAIMED DEFECTS TO SELLER. NORD GEAR CORP. WARRANTS ITS PRODUCTS AGAINST DEFECTS IN MATERIAL AND WORKMANSHIP
FOR A PERIOD OF 12 MONTHS FROM DATE OF INSTALLATION OR 18 MONTHS FROM DATE OF SHIPMENT WHICHEVER COMES FIRST
ON ALL COMPONENTS. 36 MONTHS FROM DATE OF INVOICE OR 24 MONTHS FROM DATE OF INSTALLATION WHICHEVER COMES
FIRST ON GEARS AND HOUSINGS ONLY. PARTS WHICH ARE SUBJECT TO OPERATIONAL WEAR AND TEAR, SUCH AS BELTS & TRACTION
DISCS, ARE NOT COVERED BY THE LIMITED WARRANTY. Buyer shall be required to furnish Seller with details of such defects and this
warranty shall be effective as to such goods which Seller’s examination shall disclose to its satisfaction to have been defective and
which at Seller’s option shall promptly thereafter be returned to Seller or its nominees. THE LIMITED WARRANTY SET FORTH HEREIN
IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SELLER
HAS MADE AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE GOODS SOLD HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, THEIR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. ANY DESCRIPTION OR MODEL OF THE GOODS
IS FOR IDENTIFICATION OR ILLUSTRATIVE PURPOSES ONLY AND SHALL NOT BE DEEMED TO CREATE ANY WARRANTY, EXPRESS OR
IMPLIED. SELLER MAKES NO REPRESENTATIONS AS TO THE CAPACITY OR PERFORMANCE OF THE GOODS SOLD HEREUNDER, EXCEPT AS
SET FORTH IN THE INVOICE’S SPECIFICATIONS OR OTHER VALID AGREEMENT OR CONDITION AGREED TO BETWEEN THE PARTIES, AND
ANY SUCH REPRESENTATIONS ARE EXPRESSLY CONDITIONED UPON THE CORRECTNESS OF THE DATA AND INFORMATION FURNISHED
BY THE BUYER AND UPON THE GOODS BEING PROPERLY INSTALLED AND MAINTAINED. THE REMEDIES OF THE BUYER PROVIDED
HEREUNDER ARE EXCLUSIVE. In no event shall the Seller be liable to the Buyer or to any other person for any loss or damage, direct
or indirect, arising out of or caused by the use or operation of the goods, or for the loss of profi ts, business, or good will, or for any
incidental, special or consequential damages. Seller shall in no event be liable to any person or fi rm (including any assignee or Buyer)
except Buyer and its successors. Unless specifi cally authorized by Seller in writing, Seller shall not become responsible for any repair
work done by Buyer or any other party on any goods sold. Any and all costs of the return to the Seller of such goods and all related
costs to remove and re-install such goods, shall be borne by Buyer. Goods sold but not manufactured by the Seller are being warranted
as to defects in material and workmanship consistent with the limited warranty policy of the original manufacturer of the goods and if
there is not such a limited warranty policy, the warranty shall be limited to the provision of the preceding paragraph of Article 4 herein.
Standards for the operating characteristics of the gearboxes and the gearmotors are in conformity with Seller’s tests.
5. SHORTAGE AND NONCONFORMITY
Any claim of shortage or that the goods do not conform with the specifi cations of the order or model must be made in writing within ten
(10) days after delivery of the goods (as to which such claim is made) to Buyer or its nominees, but in no event shall the claim be later
than within the time limit provided by the carrier or insurance company, otherwise such claim shall be deemed waived. Buyer may not
return any goods claimed to be in non-conformity without Seller’s prior written authorization. Goods returned without permission will
not be accepted, including for credit, and will be returned to Buyer, F.O.B. Sellter’s plant. Any claim based on the receipt of damaged
Goods must be fi led with the carrier which delivered the goods. The samples, measurements, dimensions and weights contained in the
Seller’s catalogs, sales manuals, photographs and drawings constitute only an approximate guide. The Seller reserves the right to make
any change which the Seller, in its absolute discretion, considers necessary. While the goods will be delivered principally according to
specifi cations or standards or quantities agreed upon, insignifi cant deviations or insignifi cant changes in construction are permissible.
The same applies to partial deliveries, In the event that Buyer has a verifi ed claim of shortage or nonconformity of the goods to the
specifi cations of the order or the model, and if such claim has been submitted within the required time limit as set forth above, the
Seller shall, at its own expense, make up for the shortage of the goods, or replace or repair the goods, as the case may be, but in no
event shall Seller be or become liable to Buyer or to any other person or persons for any loss in damage, direct or indirect, arising out
of or caused by such incidents or for the loss of profi ts, business or good will. The liability of the Seller to Buyer, if any hereunder, for
breach of warranty, contract, negligence or otherwise, shall in no event exceed the amount of the purchase price of the goods sold
with respect to which any damages are claimed. Shipping dates are estimates unless parties expressly agree on time of the essence.
6. FORCE MAJEURE
The obligation of the Seller shall be modifi ed or excused, as the case may be, for reasons of Acts of God, war, governmental law
regulations, strikes or lock-outs, fi re, breakdown of machinery, whether in its own business enterprise, or if for any other cause beyond
Seller’s control, the goods cannot be delivered or their delivery becomes delayed in whole or in part. In the above instances time for
delivery shall be extended for the period of the delay caused, with the proviso, however, that either party may cancel in writing the
undelivered portion of the order or contract if the delay exceeds six (6) months from the delivery date originally confi rmed by Seller.
In no event shall Seller become liable in the aforesaid instances to Buyer or any third party for consequential damages or business loss.
7. SHIPMENT AS UNIT
Each shipment by Seller shall be treated as a separate and distinct unit with respect, but only with respect to forwarding, terms of
payment, and the making of claims by the Buyer: provided, however, that if the Buyer defaults in the payment of any obligation
to Seller or any installments thereof, under any agreement between Buyer and Seller, or if Buyer refuses to accept any goods when
tendered for delivery, the Seller may, on fi fteen (15) days written notice to the Buyer, without prejudice to Seller’s other lawful
remedies, either defer further performance until the defaulted payments are made in full, or make future deliveries for cash in advance
only, or treat the entire contract or contracts with Buyer as breached by the Buyer and pursue its remedies for breach.
8. BUYER’S REFUSAL OF DELIVERY
If Buyer refuses to accept delivery of any goods tendered for delivery, then Seller, without prejudice to Seller’s other lawful remedies,
may either store or cause such goods to be stored in a warehouse, for buyer’s account and at Buyer’s cost, risk and expense, or sell
such goods (without notice) to any purchases at public or private sale, and hold the Buyer liable for any difference between (a) the
contract price of the goods, and (b) the price at which goods are resold less the costs and expense of such resale including brokerage
commissions, or restocking charges.
9. GOODS IN TRANSIT
If prior to delivery or while the goods are in transit, Buyer or Seller becomes bankrupt or insolvent, or any petition in bankruptcy or for
the reorganization or for a state court receivership is fi led against Buyer or Seller, as the case may be, then the other party hereto may
forthwith terminate this contract by giving written notice of such termination. Such termination shall not affect any claim for damages
available to the Buyer, provided that if Buyer is then indebted to Seller, the amount of any such damage claim shall be abated to the
extent that the indebtedness of Buyer to Seller, as actually paid in money, is abated by any order of judgement entered or any plan
adopted in any bankruptcy, reorganization, receivership, or similar proceeding. Such termination shall not prejudice the Seller’s rights
to any amounts then due under the contract. If Buyer becomes bankrupt or insolvent or any petition in bankruptcy or for reorganizing
or if a state court receivership is fi led against Buyer, then, at its option Seller may take possession of any goods theretofore sold to
Buyer, in connection with which the full purchase price has not been paid, analogous to the terns and provisions set forth in Paragraphs
11 and 12 hereinafter.
10. DELIVERY
(a) Any indicated dates of delivery are approximate only, but NORD Gear will attempt to meet them whenever possible. (b) NORD
Gear will not be liable for any penalty clausess contained in any specifi cations or order submitted unless agreed to in writing by an
authorized offi cer of NORD Gear Corporation. (c) Unless otherwise agreed, delivery of the goods to any carrier shall constitute delivery
to the Buyer, and thereafter the risk of loss or damage to the goods shall be upon the Buyer. (d) If the Buyer does not give delivery
instructions to the Seller at least (10) days prior to the delivery date ex factory confi rmed by the Seller, the Seller may deliver the goods
to a carrier of its own choosing, at Buyer’s cost and risk, or, at Seller’s option, may store the goods on the pier or any warehouse, at
Buyer’s cost and risk. Any purchase price in such event becomes due and payable within ten (10) days of such storage.
11. PAYMENT OF PURCHASE PRICE
Time of payment is of the essence under the contract. Unless otherwise provided, terms of payment are 30 days net from the date
of invoice with a 1% discount if paid within 10 days of date of invoice. Upon default in any of the terms of the contract, or failure
to comply with any of the conditions thereof, or upon seizure of the property under execution or other legal process, or if the Buyer
becomes bankrupt or insolvent, or any petition for reorganization or for a state court receivership is fi led against Buyer, or if the Buyer
makes any assignment for the benefi t of it’s creditors or otherwise sells, encumbers or disposes of the goods, or if for any other reason
the Seller should deem itself insecure, the full amount of the purchase price then remaining unpaid shall at once become due and
payable at the option of the Seller.
12. BUYER’S DEFAULT
Upon the Buyer’s default, the Seller may dispose of the merchandise in any manner that it deems fi t and, if it desires to resell same,
may do so at private or public sale, with or without notice, and with or without the property being at the place of sale, subject, however,
to applicable laws. The Seller or its assigns shall have the right to bid at such sale and may become the purchaser of the property.
The proceeds of the sale shall fi rst be applied to the expenses incurred in retaking, repairing, storing and selling the goods, reasonable
attorney’s fees included, and then shall be applied to the payment of the balance due under the contract. Any surplus amount shall be
paid to the Buyer. If a defi ciency results after the resale, the Buyer agrees to pay such forthwith, together with reasonable attorney’s
fees, for the recovery of the goods incurred by the Seller. If upon the Buyer’s default, the Seller elects not to resell any goods which
it may repossess, then the cost of repossession, including reasonable attorney’s fees, shall forthwith be due and payable from Buyer
to Seller. Buyer agrees to pay all reasonable costs and reasonable attorneys’ fees incurred by Seller in enforcing Seller’s rights against
Buyer, including Seller’s right to payment of the purchase price of the goods and Buyer’s payment of all other amounts owing to Seller
required under this Invoice and Conditions of Sale.
13. SECURITY INTEREST AND TITLE
In states and localities which are governed by the Uniform Commercial Code, this contract shall serve as security agreement, reserving in
Seller a security interest until full payment of purchase price. The provisions of the Uniform Commercial Code regarding security interest
shall have preference and apply if inconsistent with other terms of the conditions of sale. In states and localities where the Uniform
Commercial Code does not apply, title to the goods shall remain in the Seller or its assigns until full payment of the purchase price.
Buyer agrees to execute forthwith any and all documents in such a way and form as Seller may need for fi ling or recording the security
interest under the Uniform Commercial Code with the proper registers or offi ces, or for fi ling or recording the conditional sales contract.
14. SALES AND USE TAX
Buyer agrees to bear and pay any sales or use tax in connection with the purchase herein, and to hold the Seller harmless from payment.
At the option the Seller, Buyer shall give evidence of payment or of exemption certifi cate.
15. INSURANCE
The Buyer shall keep the goods insured against damage by fi re, water or other casualty as required by Seller, with a company acceptable
to Seller, with loss payable to Seller for the total purchase price until the Seller is fully paid. Seller, if it so elects, may place said
insurance at Buyer’s expense; Seller may cancel such insurance at any time and without notice and may receive the return premium,
if any.
16. MODIFICATION BY SELLER
Any contract may be assigned or transferred by the Seller, or the time for the making of any payment due by Buyer may be extended
by Seller without derogation of any of the rights of the Seller or its assigns. Waiver by any party of any default shall not be deemed
a waiver of any subsequent default.
17. RETURNED GOODS
No goods will be accepted for return unless authorized in writing by Seller. In all cases, transportation and restocking charges will be
borne by Buyer.
18. PACKING
The Buyer will be charged for export packaging or other special packing desired. Cost for cartage to ship or transfer express will be
added to the invoice. No credit will be allowed if no packing is required.
19. CHANGES/CANCELLATION
NORD Gear will not accept changes in specifi cations to a confi rmed order unless such changes are requested in writing and confi rmed
back in writing. In addition, the purchaser must to agree to any additional charges that may arise from the change. Placing orders on
hold or cancellation of orders require Seller’s written approval, and are subject to cancellation and/or restocking charges.
20. BUYER’S RESPONSIBILITY AS TO MAINTENANCE
Buyer shall use and shall require its employees and agents to use all safety devices and guards and shall maintain the same in proper
working order. Buyer shall use and require its employees and agents to use safe operation procedures in operating the equipment and
shall further obey and have its employees and agents obey safety instructions given by Seller. If Buyer fails to meet the obligations
herein, Buyer agrees to defend, indemnify and save Seller harmless from any liability or obligation with regard to any personal injuries
or property damages directly or indirectly connected with the operation of the equipment. Buyer further agrees to notify Seller promptly
and in any event not later than ten (10) days after notice or knowledge of any accident or malfunction involving Seller’s equipment
which has caused personal injury or property damages and to cooperate fully with Seller in investigating and determining the causes
of such accident and malfunction. In the event that Buyer fails to give such notice to Seller or to cooperate with Seller, Buyer shall be
obligated to defend, indemnify and save Seller harmless from any such claims arising from such accident.
21. MISCELLANEOUS PROVISIONS
(a) If for any reason a provision of a contract is legally invalid, then in such event the rest of the contract shall remain in full force and
affect, except that the parties shall try to replace such invalid provision closest to their original mutual intentions. (b) This Invoice and
these Conditions of Sale constitute the entire agreement between the parties regarding the subject matter hereof and supercedes all
prior agreements, understandings and statements, whether oral or written, regarding such subject matter. No modifi cation to, change
in or departure from, the provisions of this Invoice and Conditions of Sale shall be valid or binding on Seller, unless approved in writing
by Seller. No course of dealing or usage of trade shall be applicable unless expressly incorporated into this Invoice and Conditions of
Sale. Any amendments to any contract or contracts between the parties shall be valid only upon the written consent of both parties.
22. NON ASSIGNMENT BY BUYER
Contract or contracts may not be assigned by the Buyer without prior written consent of the Seller.
23. APPLICABLE LAW AND VENUE
All contracts and their interpretation are governed by the applicable, substantive laws of the State of Wisconsin. Any litigation brought
by the Buyer regarding this Invoice or goods purchased hereunder may only be brought in the Circuit Court for Dane County, Wisconsin.
NORD GEAR CORPORATION
Conditions of Sale
Nord Gear Company Terms 12/4/06