The following terms and conditions apply without exception unless such exception is made in writing and signed by an officer of Simplex. Simplex will, at its option, sell or rent technical industrial equipment or parts thereof or material only on condition that buyer assumes responsibility for correct specification, storage, installation, field adjustments when normally required, testing and appropriate training of users technically competent personnel before release to user and that any malfunction or failure of Simplex supplied material will be reported to Simplex immediately and that no back charges of any nature will accrue to Simplex, without the express written consent of Simplex.
Quotations
Unless specifically stated otherwise, price quotations are based on standard pricing, handling, delivery and warranty. Substantial alterations in details or intent of Simplex's quotations on buyer's purchase order will subject buyer to additional charges based on increased cost incurred by Simplex. Written quotations are firm for 60 days unless otherwise noted. Acceptance of orders based on oral quotes, published literature or written quotations older than 60 days are subject to approval by an officer of Simplex. Delivery dates are the best estimated as of date of issue. We reserve the right to correct and/or reject quotations made on our behalf by our Sales Representatives or Agents. Unless otherwise advised in writing by seller, a minimum 10% down payment on non-standard, special equipment, quoted to customer specification will be required prior to approval drawings being supplied. In event of order cancellation this down payment is non- refundable. Progress payments maybe required on high value special equipment. Such payments would require 10% down payment to cover engineering costs, 25% payment upon receipt of customer release to production to cover material costs and balance as determined by Simplex's Finance Department. These payments are non-refundable in event of order cancellation or customer default.
Delays in Manufacturing or Delivery
Seller shall not be held liable for delay in manufacturing or delivery occasioned by causes of Force Majeure as defined below. In no event shall we be liable for any consequential damages or claims for labor resulting from failure or delay in delivery. "Force Majeure" shall be understood to be any cause which is beyond the reasonable control of the party affected and which is forthwith, by notice from the party affected, brought to the attention of the other party, including, but not limited to, war, hostilities, revolutions, civil commotion, strike, lockout, epidemic, pandemic, accident, fire, natural disaster, wind or flood, or any requirement of law or an act of God; provided that it takes all reasonable steps practicable and necessary to effect promote resolution of its responsibilities hereunder.
Prices
All prices are f.o.b. Springfield, Illinois, with buyer paying all freight costs, unless allowed in written quotation. Prices and other published data are for reference purposes only and do not imply availability of product. Prices are subject to change without notice and prices in effect at the time of shipment will apply to new orders and unreleased existing orders unless otherwise quoted in writing.
Taxes
Published or quoted pricing does not include any federal, state or local taxes. Buyer is responsible to report any federal, state, or local taxes as may be required by local law.
Penalty Clauses
Unless specifically accepted in writing by Simplex, price quotations do not include participation by Simplex in any penalties or damages incurred by buyer.
Limitation of Liability
Simplex's and Buyer's liability for breach of this purchase order shall not exceed the total purchase order price. Neither Simplex or Buyer will be liable for any consequential, incidental, special, delay, or punitive damages of any type.
Acceptance of Orders and Contracts
All orders must be bona-fide contracts/purchase orders, detailing complete description of material ordered, included technical specifications as quoted by Simplex, price, terms, delivery, shipping instructions, etc. Simplex's failure to object to any provisions contained in buyer's order or any other communications shall not constitute a waiver of Simplex's terms and conditions not acceptance of such provisions. No order shall be considered accepted unless acknowledged in writing by Simplex.
Disputes, Judicial Forum
It is the intent of the parties to use their respective commercially reasonable efforts to resolve expeditiously any disputes, controversy or claim between or among them with respect to the matters covered herein that may arise from time to time on a mutually acceptable negotiated basis. If said disputes cannot be resolved among the parties, all disputes shall be referred exclusively for litigation under the laws of the State of Illinois. Judicial forum shall be the circuit court of Sangamon County, Illinois or the Federal Court, Central Region, Illinois. No action under these Terms and Conditions may be brought more than two (2) years after it accrues.
Terms of Payment - Purchased Material
Net cash U.S. funds 30 days from date of invoice, which shall be the same as date of shipment from our factory, to approved open account customer. All other orders are cash in advance or credit card. Material ordered to ship on a given date and later ordered by buyer to be held for later shipment will be invoiced on date shipment originally scheduled or on date material becomes available for shipment, whichever occurs later, and terms of payment will apply from that invoice date. No cash discounts are allowed. Storage and handling charges will accrue to purchaser.
Terms of Payment - Rental Equipment or Field Service
Payable upon receipt of invoice in U.S. funds to approved open account customers. In other cases, payment by cash in advance, by credit card or security deposit.
ACH
When you provide a check as payment, you authorize us either to use information from your check to make a onetime electronic fund transfer from your account or to process the payment as a check transaction. When we use information from your check to make an electronic fund transfer, funds may be withdrawn from your account as soon as the same day we receive your payments, and you will not receive your check back from your financial institution.
Credit Cards
A processing fee may be added for credit card transactions.
Service Charges
Service charges of 1.5% per month on the unpaid balance apply from 31st day after invoice date. Failure to pay such charges as billed may result in suspension of open account terms.
Cancellation
Upon acceptance by Simplex your order will be entered for production and will not thereafter, be subject to cancellation or deferment of delivery schedule, unless terminated for cause, without written consent from Simplex. Any expenses already accumulated by Simplex due to cancellation of an order or the extra expense of deferment of a delivery schedule will be borne by customer.
Packing and Marking
Prices include our standard packing and marking for domestic shipment within the continental U.S. Additional expenses incurred for international, or special packing and marking as specified by buyer, will be paid by the buyer. No allowance in lieu of packing will be made if buyer accepts material unpacked at our factory or authorized service station.
Shipping Weights
Published shipping weights are approximate and are provided only for estimating freight costs.
Shipments
Shipments will be made best way surface unless otherwise specified by buyer. Responsibility for lowest cost and fastest means shipping method is the buyer's and details are to be specified in the buyer's purchase order. Simplex's responsibility ceases when the carrier signs for and accepts shipment and claims for non-delivery of material or damage, should be filed with carrier by buyer.
Returning Material
Written authorization to return material for creditor replacement must be obtained from Simplex. Such returns are subject to restocking, exchange or repair charges with all transportation charges paid by buyer and are subject to acceptance by Simplex. Simplex, at its option, will apply credited amounts to buyers account, current or future balances, or issue cash refund.
Drawings
One copy of standard drawings, wiring diagrams and instruction manual conforming to Simplex's standard practices will be furnished per unit purchased at no charge. Prices quoted upon request for special drawings or additional copies of standard drawings and instruction manuals.
Intellectual Property Rights
Simplex warrants that all goods supplied under these Terms and Conditions shall not infringe any third-party's patent, copyright, trade secret, trade name, trademark or service mark, or other property tight. Simplex agrees to indemnify and hold harmless Buyer from any loss or liability incurred on account of any alleged infringement of any patent with respect to equipment furnished under these Terms and Conditions, provided that such equipment is not manufactured pursuant to buyer's design.
Warranty
Simplex warrants new industrial equipment, including parts or material, to be the kind and quality described in Simplex's specifications and to be free from defects in material or workmanship under proper conditions of application and use for period of 12 months. Parts-only orders are warranted for a period of 30 days. SEE WARRANTY FORM
Relationship of the Parties
The legal relationship between the parties shall be that of Buyer and Simplex (e.g., independent contractors) and shall not be understood so that either party is deemed a partner or an agent of the other party, nor will it confer upon either party the right or power to bind the other party in any contract or to the performance of any obligations as to any third-party. These terms and the purchase order are for the sole benefit of the Buyer and Simplex, and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity, any legal or equitable right, benefit, or remedy of any nature whatsoever, or by reasons of these terms.
Notices
All legal notices and other communications must be in writing and will be given upon (i) delivery by hand, or (ii) one (1) day after delivery by receipted overnight delivery courier, or (iii) three (3) days after mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the address set forth in the purchase order.
Effect of Validity and Severability
The invalidity in whole or part of any provision hereof shall not affect the validity of any other provision. If any term is invalid or unenforceable under any statute, regulation, ordinance, executive order, or other rule of law, the term will be deemed reformed or deleted, but only to the extent necessary to comply with the applicable law. The remaining provisions of these Terms and Conditions will remain in full force and effect.
F1261 Rev. 1 (3/23/2021)
