1. PRICES – Unless otherwise specially provided, all prices are Exworks, Wauconda, IL or as indicated by quotation and are subject to withdrawal or change without notice at any time prior to Pan America Environmental, Inc. (hereafter PAE or the Company) acceptance of a purchase order, as provided in paragraph 3 of the Standard Conditions of Sale. After the Company’s acceptance of a purchase order, prices are subject to the timely receipt of all required information and material from the Purchaser and to the timely approval of prints by the Purchaser, if needed.
2. TAXES – Prices do not include sales, use, excise, VAT or similar taxes. Consequently, in addition to the price, the amount of any present or future sales, use, excise or other tax applicable to the sale or use of the Company’s product or equipment shall be paid by the Purchaser.
3. ACCEPTANCE – All acceptances by the Company of purchase orders are required to be signed by an authorized representative of PAE and are subject to these Standard Conditions of Sale, unless otherwise expressly provided, and are subject also to the establishment of Purchaser’s credit to the satisfaction of the Company.
4. DELIVERY – All delivery terms and dates are subject to: (i) the prior sale of the product or equipment also any part thereof; (ii) causes beyond the Company’s reasonable control; (iii) acts of God, fires, floods, epidemics, riots, wars, priorities and acts of civil or military authority; (iv) strikes, labor difficulties and shortage of labor; (v) delays in transportation, car shortages and shortages in fuel power, materials and supplies; and (vi) acts of the purchaser and receipt of all required information and materials from Purchaser.
5. TERMS OF PAYMENT – The terms of payment shall be those set forth in the Company’s quotation and adhered to.
6. GUARANTEE – The Company guarantees that the equipment covered by this quotation is free of defects in material and workmanship when operated in accordance with the conditions stated in its proposals. Such guarantee shall not apply to any equipment which has been altered or repaired by other than the Company’s personnel or personnel authorized in writing by PAE. The Company’s obligation under this guarantee is limited, however, to repairing or, if in the Company’s judgment it seems more appropriate, to furnish without charge, F.O.B. the Company’s factory, a similar part to replace any part which after examination shall, to it’s own satisfaction, be determined to have been defective at the time it was shipped. This guarantee is dependent upon the Company having received an immediate notice upon discovery of such defect. Major components supplied with PAE systems not manufactured by PAE such as pumps, motors, mixers, AC drives etc shall carry and be covered by original manufacturer’s warranties and will require manufacturers to cover warranty claims under their prospective warranties for their particular products. PAE will assist at its discretion in expediting and/or facilitating procedures for claims of warranty for these types of components but cannot it-self warranty these components. (see PAE Warranty statement).
7. LIMITATION OF LIABILITY – The Company’s liability on any claim of any kind, including negligence, for any loss or damage arising out of, connected with, or resulting from this contract, or from this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any equipment covered by or furnished under this contract shall in no case exceed the price allocable to the equipment or part thereof which gave rise to the claim. In no event shall the Company be liable for special or consequential damages.
8. CHANGES – The Purchaser may change the specification of his or her order only upon the written consent of the Company, subject to such adjustment in the selling price and such additional charges for the completed part or parts of the other no longer needed due to the change in specifications as may be determined by the Company.
9. CANCELLATION – The Purchaser may not cancel all or any part of their order except upon written consent of the Company and the payment of such cancellation charges as may be acceptable to the Company.
10. WAIVER AND MODIFICATION – No waiver or modification of any of the Company’s terms and conditions shall be effective unless such waiver or modification is in writing and is signed by an authorized representative at the office of the Company.
11. INDEMNITY – Buyer shall use and require its employees to use all safety devices, guards and proper safe operating procedures. Buyer shall not remove or modify any such device or guard or warning signs. Buyer agrees to indemnify and save Seller harmless from any liability or obligation incurred by Seller to persons injured directly in connection with the operation of such products.
12. SHIPMENTS – All claims for damage, delay, or shortages arising from any F.O.B. shipments that are quoted F.O.B. jobsite or other destination. Purchaser shall inspect the equipment shipped prior to acceptance or note on freight bill “subject to inspection for concealed damage”. Notify the Company of any damage or shortage at time of receipt. Failure to notify the Company shall constitute acceptance by the Purchaser. The company is not liable for damage, loss or shortages to a shipment by a freight carrier. Consignee is responsible for filing any claims with the freight carrier for any and all damage or loss.
13. INSURANCE – From date of shipment until the invoice is paid in full, Purchaser agrees to provide and maintain at its expense, but for the Company’s benefit, adequate insurance on the equipment against any loss of any nature whatsoever.
14. INTERNATIONAL ORDERS – A. Orders under $10,000.00 (USD) Full payment with order or multiple payment terms prior to shipment via wire transfer. Terms required: 25% with order, 25% with approved drawings, balance prior to shipment. We may accept irrevocable Letters of Credit if they meet our L/C specifications. Request our L/C Terms sheet for details. Customer assumes all bank fees and all charges or fees associated with changes required with L/C amendments.
B. Orders over $10,000.00 (USD) We accept full payment (and terms as detailed in subsection A above) at order and prior to fabrication via wire transfer and an approved irrevocable Letter of Credit that adheres to our L/C specifications. Request our L/C Terms sheet for details. All Letters of Credit are to be opened and confirmed by an American bank correspondent with Harris Bank, McHenry, IL USA.
15. MONTHLY SERVICE CHARGES, COLLECTIONS & WARRANTY– Any past due balances on an account will be charged 2% per month service charge on any and all unpaid balances. If an account is past due more than 30 days PAE will consider that account for collections actions.
Any customer whose account is placed for collections is responsible for paying any and all attorney, collection and other related costs incurred in the process of collecting the past due amount. If an account is not paid in full after PAE requests payment (verbally or in writing) the Warranty of the product will be null & void. Upon full payment of account the Warranty shall resume (from date of full payment) until original Warranty period ends. In no event will PAE extend the Warranty to make up for the Warranty void period. In the event PAE incurs cost in the collection of a past due without reimbursement of the collection cost by debtor, Warranty will not resume until collection costs are paid in full.
16. LIENS & WAIVERS OF LIEN– PAE uses Liens in instances where customers do not pay for (in part or in whole) ordered products. Waivers of Lien provided by customers for project closeouts, partial payment or progress payments will not be signed by PAE until full payment, partial or progress payment is made.