Terms and Conditions
TERMS AND CONDITIONS OF SALE
Intercomp Co. (“Seller”)
1. GENERAL. These Terms and Conditions apply to all sales of goods (“Goods”) by Seller to any proposed Buyer (“Buyer”). Any additional or different terms and conditions proposed by the Buyer are objected to and hereby rejected, notwithstanding any terms and conditions that may be contained in any purchase order, acknowledgment, notice, communication or other Buyer form, unless such additional or different terms are expressly accepted by Seller in writing, signed by an authorized officer of Seller. Acceptance by Buyer of any goods from Seller shall be considered acceptance of these Terms and Conditions. If these Terms and Conditions, or any related documents from Seller, are deemed to be a response to a Buyer document, then notwithstanding any additional or different terms that may be embodied in Buyer’s document, Seller’s response is expressly conditional on Buyer’s consent to the additional and/or different terms and conditions set forth in these Term and Conditions. If these Terms and Conditions are not acceptable to Buyer, Buyer must notify Seller in writing at once.
2. VERBAL ORDERS. Verbal orders are accepted only on the terms herein and in Seller’s order acknowledgment. Any discrepancies between Seller’s order acknowledgment and the Buyer’s verbal order are not binding on Seller. PLEASE REVIEW INTERCOMP’S ORDER ACKNOWLEDGMENT CAREFULLY.
3. PAYMENT. Unless otherwise stated in Intercomp’s order acknowledgment or quotation, all invoices are due 30 days after the invoice date. Past due accounts will be charged interest at 1.5% per month, but not more the maximum interest rate allowed by law. In no event is Buyer authorized to audit Intercomp (i) financial records, documents, or papers and/or (ii) processes or documentation related to trade secrets.
4. SHIPPING DATES. All shipping dates represent only a reasonable estimate of the time required for manufacturing at the time of order acceptance or quotation. These dates shall not be construed as promises or agreements to ship or deliver goods on specific dates.
5. SHIPMENT - RISK OF LOSS. Except as otherwise provided in Seller’s invoice, all shipments will be made by F.O.B. Seller’s manufacturing facility in Medina, Minnesota. Shipping and insurance costs are not included in the invoice price and shall be paid by Buyer. All goods are shipped at Buyer’s risk. Title to the goods and risk of loss or damage shall pass to Buyer upon tender of delivery to the carrier in Medina, Minnesota. All claims for shortage or for damage in transit must be reported to Seller within 10 days of delivery.
6. DELAYS. Delivery shall be subject to, and contingent upon, strikes, labor difficulties, riot, war, fire, delay or defaults of common carriers, governmental decrees or orders, inability to obtain necessary material or facilities or any other delays beyond Seller’s reasonable control. Seller shall not be liable for any losses caused by such delays.
7. TAXES - Seller’s prices do not include taxes or other governmental charges with respect to the sale, purchase, delivery, use or transportation of Goods. Any such taxes which Seller may be required to pay or collect under any existing or future law shall be promptly paid to Seller by Buyer upon demand, unless Buyer provides Seller with a properly executed certificate confirming that Seller is not required to collect any such taxes on Buyer’s behalf. Buyer will indemnify and hold Seller harmless from any liability, penalties or expenses incurred by Seller as a result of its reliance upon such certificate.
8. WARRANTIES AND DISCLAIMERS. Seller warrants to the Buyer that the Goods shall be free from defects in materials and workmanship for a period of one year from time of shipment except that said warrant shall be for a period of 90 days from the date of shipment as to non-electronic products. If Buyer notifies Seller in writing within the applicable period from the date of shipment by Seller (“Warranty Period”) of such a defect in any Goods, and if Seller determines that such Goods are not in conformity with this warranty, Seller will repair or replace such Goods or refund to Buyer the purchase price of such Goods. Any claims not made within the Warranty Period are deemed waived by Buyer. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE OR AGAINST INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED BY SELLER.
9. RETURN POLICY. Goods may not be returned except with the Seller’s consent, at its discretion. Any return of Goods to Seller requires a Return to Manufacturer Authorization (RMA) number available from Customer Service at 800-328-3336 or 763-476-2531. Goods returned without an RMA will not receive credit. Standard equipment Goods returned unused within 30 days of shipment in substantially the same condition as when shipped will be accepted by Seller with a full purchase price credit to Buyer less a restocking charge at a minimum of 15%. Seller may, in its discretion, accept returns after 30 days or may accept special order (custom) or used Goods for return, subject to a greater restocking charge.
10. LIMITATION OF REMEDIES. IN NO EVENT SHALL SELLER’S OBLIGATIONS WITH RESPECT TO ANY GOODS EXCEED THE PURCHASE PRICE PAID TO SELLER BY BUYER FOR THOSE GOODS. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGE, LOSS OR EXPENSE (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR GOODWILL), WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, STRICT TORT OR WARRANTY.
11. INTERNATIONAL TRANSACTIONS. If the Goods are to be shipped outside of the United States, no shipment will be authorized until Seller has received an irrevocable letter of credit issued to Seller for the entire purchase price of the Goods and issued or confirmed by a bank located in the United States that is acceptable to Seller in its sole discretion. The Convention on Contracts for the International Sale of Goods shall not apply to any transaction subject to these Terms and Conditions.
12. GOVERNING LAW/DISPUTES - These Terms and Conditions shall be governed by and interpreted in accordance with the internal laws of Minnesota. Noaction with respect to the Goods or arising out of these Terms and Conditions may be brought by Buyer more than one year after the cause of action has accrued. All disputes shall be resolved in state or Federal courts located in Hennepin County, Minnesota.
13. EXCLUSIVE AGREEMENT - No agreement varying these Terms and Conditions will be binding upon Seller unless in writing and signed by an officer of Seller.