All descriptions, quotations, proposals, offers, acknowledgements, acceptances and sales by All World Machinery Supply, Inc. (AWM) and its affiliates (“Seller”), are subject to and shall be governed exclusively by the terms and conditions stated herein. Buyer’s acceptance of any offer to sell is limited to these terms and conditions. Any terms and conditions in addition to, or inconsistent with those stated herein, proposed by Buyer in any acceptance of an offer by Seller, are hereby objected to. No such additional different or inconsistent terms and conditions shall become part of the contract between Buyer and Seller unless expressly accepted, in writing, by Seller. Seller’s acceptance of any offer to purchase by Buyer is expressly conditional upon Buyer’s assent to all the terms and conditions stated herein, including any terms and conditions in addition to, or inconsistent with those contained in Buyer’s offer. Acceptance of Seller’s Products shall, in all events, constitute such assent. Products and Services sold expressly subject to the terms and conditions set forth herein and at the AWM website, “www.allworldmachinery.com", notwithstanding any contradictory terms of the Buyer’s purchase order. In the event of any conflict between the terms and conditions of sale set forth herein and those set forth at the AWM website shall prevail. No person has the authority to alter these terms other than a corporate officer of AWM, and any alternation must be in writing and approved by AWM top management. Buyer’s acceptance of Products constitutes acceptance of these terms and conditions of sale. 1. PRICESThe prices of the Products are those prices specified on the front of the invoice. Pricing for undelivered Products may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation. Except where noted otherwise, the price displayed for Products on our website or catalogs represent the full retail price listed on the Product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. For certain items that are offered as a set, the price may represent "open-stock" prices, which means the aggregate of the manufacturers’ estimated or suggested retail price for each of the items included in the set. Where an item is offered for sale by one of our merchants, the price may be provided by the merchant. With respect to items sold by Seller, despite our best efforts, a small number of the items in our catalog or e-commerce platform may be inaccurately priced. If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. Please note that this policy applies only to Products sold and shipped by Seller. Purchases from third-party sellers using AWM sponsored accounts are charged at the time you place your order, and third-party sellers may follow different policies in the event of an item that is inaccurately priced. 2. TAXESUnless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value added, goods and Services taxes, and any other taxes. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice. It is the obligation of Buyer to provide evidence of sales tax exemption to Seller. Buyer agrees to furnish to Seller a copy of any state license that would cause purchases by Buyer to be free of sales tax. Further, Buyer shall continually furnish copies of such licenses from year to year, as the same are renewed. Notwithstanding the foregoing, in the event that sales tax is determined to be due upon any purchase, Buyer will pay the amount of such tax to Seller for payment to the appropriate taxing authorities. 3. ACCEPTANCEAny Buyer purchase order is subject to approval and acceptance by an authorized representative of Seller at its general office in Roscoe, Illinois, and subject to the terms set forth herein. Seller expressly limits its acceptance to these terms. Additional or different terms in Buyer's purchase order shall not be binding on Seller, and are hereby expressly rejected. Buyer agrees to inspect the Products within seventy-two (72) hours after receipt of the Products, and Buyer agrees to promptly notify Seller of any readily-apparent defects or nonconformities. Buyer waives any right to object to such defects or nonconformities later than seventy-two (72) hours after receipt of the Products. Any and all rejections must be stated in writing. 4. DELIVERY AND TITLEDelivery dates are approximate and are based upon prompt receipt of all necessary information from Buyer. Unless otherwise agreed in writing by Seller, delivery will be made and title will pass to Buyer “EXWORKS” point of shipment. Expense and risk of loss of transporting the goods shall pass to Buyer at point of shipment. Seller reserves the right to make deliveries in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of the obligations to accept and pay for remaining deliveries. 5. FREIGHT & HANDLINGUnless otherwise provided in writing, freight, shipping and handling charges on all shipments are to be paid by Buyer. If a specific delivering carrier is required, Buyer must designate such carrier in writing or form submission to Seller prior to shipment. Buyer shall be responsible for any incoming expediting, freight, shipping, and handling charges from Seller’s suppliers should any special circumstances require the Buyer to request Seller to use such special Services to comply with the Buyer’s demands. Seller reserves the right to designate origin and intermediate carriers, in an effort to comply with the Buyer’s delivery date requests, in the event that the Buyer’s preferred carrier is unable to comply with the Buyer’s delivery date requirements. Any item larger than 50 lbs. is liable to be shipped freight. 6. RETURNS GOODS POLICYNo Products will be accepted for return without Seller approved Goods Return Authorization Form (“GRAF”). All returns are subject to a minimum restocking charge of 20%. Special ordered or modified Products are not returnable. All returned Products will be subject to an inspection before any credits will be issued. The condition of the Product must be unused with the original packaging in its original condition prior to sale and must be able to be returned to stock or to the supplier from which it originated. Any unauthorized markings on or damage to the packaging or the Product will result in no credit being issued and the used Product being returned to the Buyer at the Buyer’s expense. No returns after 30 days from date of order. We do not accept returns on any electrical Products. Contact Us: Customer should contact All World Machinery Supply with questions regarding returns at email@example.com or 1(815) 943-9111. 7. LIMITED WARRANTYSeller warrants that for a period of thirty (30) days from the date of the invoice or the delivery of the Product or Services, whichever is sooner, the Products and/or Services covered hereby conform to the description and specifications accepted by Seller with respect to the Products and/or Services, if any; provided, however, Product dimensions and/or quantities are subject to change. All other warranties are excluded, whether express or implied, by operation of law or otherwise, including but not limited to all implies warranties of merchantability or fitness for a particular purpose. Seller shall not be liable for incidental or consequential damages directly or indirectly arising or resulting from the breach of any of the terms hereof or from the sale, handling or use of the Products sold or Services rendered. Seller’s liability hereunder, for breach of warranty, negligence or otherwise, is expressly limited at the option of Seller: (A) to the replacement at the agreed point of deliver or ay Products found to be defective or not to conform to the specifications set forth herein, (B) to the repair of such Products, or (C) to the refund or crediting to the Buyer of price of such Products. AWM is a distributor, and not a manufacturer of Products. Accordingly, any warranty of quality, merchantability or fitness for a particular purpose is that of the manufacturer only and not that of Seller. Seller agrees to use commercially reasonable efforts to cause its manufacturers to furnish Products that will be free from defects in material and workmanship, will be free from patent infringement, and will be merchantable. Should the Product fail to meet any manufacturer’s warranty, then upon notification thereof and substantiation that the Product has been stored, installed, and maintained and operated in accordance with manufacturer’s recommendations an standard industry practice, Seller shall assist Buyer in obtaining suitable repair or replacement, or other remedy, as provided in the applicable manufacturer’s warranty. 8. SERVICE WARRANTY & DISCLAIMERSeller warrants to its original customer that all Services provided by Seller will be performed in accordance with generally accepted industry standards and will be provided in a manner consistent with the level of skill ordinarily exercised by Seller in connection with its own work on the date such Services are provided. Seller’s liability for any breach of this warranty and customer’s sole remedy will be limited to correction or re-performance of such Services by Seller at no additional charge, subject to the disclaimer and limitation of remedies set forth above in the Limited Warranty section. 9. DELAYSeller shall not be liable for any failure or delay in manufacture, shipment or delivery of Products resulting from any cause beyond Seller’s control, including, but not limited to, provisions of law or governmental regulations, accident, explosion, fire, windstorm, flood or other casualty, strike, lockout, or other labor difficulty, riot, war, terrorist acts, insurrection, shortage of or inability to secure labor, raw materials, production or transportation facilities. Shipping dates are approximate and are based on conditions at the time of quotation. Seller shall not be liable for failure or delay in performance due to prior sale of Products. In the event of such delay, there will be no termination and the date of delivery shall be extended for a period equal to the time lost by reason of the delay. 10. PAYMENTUnless otherwise specified, Seller’s standard payment terms are Net 30 days. If ordering from our e-commerce store, payment will be issued at time of purchase unless otherwise acknowledged by an authorized Seller representative in writing or form submission. Should the financial responsibility of Buyer at any time become unsatisfactory to Seller, Seller shall have the right to require payment for any shipment hereunder in advance or, in the alternative, the provision of satisfactory security. If Buyer fails to make payment in accordance with the terms of this Agreement or fails to comply with any provision hereof, Seller may at its option, in addition to any other remedies, cancel any unshipped portion of an order and other pending orders. Buyer shall remain liable for all unpaid accounts. In the event Buyer fails to make payment in accordance with the terms of this Agreement, the account shall be deemed to be delinquent and a late charge of one and one-half percent (1½%) per month will be assessed on the unpaid balance. Buyer agrees to pay all collection costs and expenses, including reasonable attorneys fees, incurred by Seller in collecting or attempting to collect such account. Seller is a subsidiary of Daikin Industries, Ltd. In the event Buyer owes any past due indebtedness to Seller, or any other operating unit (including all divisions or subsidiaries) of Daikin Industries, Ltd., then any amounts that such operating unit owes to Buyer may be offset against such indebtedness and the Daikin Industries unit shall be obligated to pay to Buyer only the net amount after application of such setoff. 11. CANCELLATIONNo order may be canceled or changed in whole or in part without the prior written consent of Seller. Shipment of Products cannot be extended beyond the original shipping date specified without Seller’s written consent. 12. FABRICATION & SPECIFICATIONIn the event that the sale involves the fabrication of any Products by Seller, including without limitation hose or fluid power Products, the specifications for such fabrication shall be the sole responsibility of the Buyer. Specifications and instructions are in accordance with directions of Buyer and full responsibility for their correctness is assumed by Buyer. 13. PRODUCT DESCRIPTIONSSeller attempts to be as accurate as possible on all Product descriptions. However, Seller does not warrant that Product descriptions or other content of this site are accurate, complete, reliable, current, or error-free. If a Product offered by Seller itself is not as described, your sole remedy is to return it in unused condition. 14. ELECTRONIC COMMERCE (E-COMMERCE)Seller and Buyer specifically agree that purchases and sales between them may be conducted electronically in accordance with the Electronic Commerce Security Act. Seller grants limited license to access and make personal use of this site. No party can download or modify or any portion of the website or website data, unless granted written permission by Seller. This license does not include any resale or commercial use of this site or its contents; any collection and use of any Product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Seller. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Seller without express written consent. You may not use any meta tags or any other "hidden text" utilizing Seller's name or trademarks without the express written consent of Seller. Any unauthorized use terminates the permission or license granted by Seller. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Seller so long as the link does not portray Seller, or its Products or Services in a false, misleading, derogatory, or otherwise offensive matter. The right can be revoked at any time for any reason unilaterally by Seller. You may not use any Seller logo or other proprietary graphic or trademark as part of the link without express written permission. 15. COPYRIGHT INFRINGEMENTSeller respects the intellectual property of others. If you believe that your work has been copied in a way that represents copyright infringement, please contact us for further action by sending us an email at firstname.lastname@example.org. 16. CONFIDENTIALITYBuyer shall only use pricing information provided by Seller for internal use and not send any pricing information to third parties. 17. MODIFICATIONUnless Buyer and Seller have specifically executed a supply agreement for the purchase and sale of Products, there are no terms, conditions, understandings or agreements between Buyer and Seller other than those stated herein and all prior proposals and negotiations are merged herein. No terms and conditions in any way altering or modifying the provisions hereof shall be binding upon either party unless in writing and signed by an authorized representative of such party. No modification or alteration of the provisions hereof shall result from Seller’s shipment of material following receipt of Buyer’s purchase order, shipping order, or other forms of containing provisions, terms and conditions in addition to or in conflict or inconsistent with the provisions hereof. 18. COMPLIANCE WITH LAWS Seller warrants that it has complied, and will continue during the performance of this order to comply, with the provisions of all applicable federal, state and local laws and regulations from which liability may accrue to Buyer as a result of any violation thereof by Seller. Seller warrants compliance with the Fair Labor Standards Act and the Equal Employment Opportunity Act, as amended, in its performance. Compliance with any federal, state or local procurement regulations, laws, or contract provisions in any form of government contracting by Buyer, shall be solely the responsibility of the Buyer. 19. NUCLEAR OR HAZARDOUS ACTIVITIESUnless specifically acknowledged and agreed in writing by a duly authorized officer of Seller, Products sold hereunder may not be used in connection with any nuclear facility or any other hazardous activity, including without limitation, military, aerospace, missile or other critical application. Buyer agrees to indemnify and hold Seller harmless from any liability that results from Buyer's use that is inconsistent with this paragraph. 20. EXPORT CONTROL Buyer certifies that it will be the recipient of the Products to be delivered by Seller. Buyer understands that the associated hardware, software, and/or technical data (“products”) listed on their Purchase Order includes items that are governed by the U.S. Export Administration Regulations (“EAR”), by the U.S. Foreign Assets Control Regulations (“OFAC”) and the International Traffic in Arms Regulations (“ITAR”). The Buyer understands that its sale or distribution of said products may constitute exports or re-exports, and as such, must be in accordance with the requirements administered by Bureau of Industry and Security, Department of Treasury, and Department of State, and must turn in relevant Export Control forms (End-use and End-user Checklist, and additional forms when required) designated by Seller before the sale is approved. All sale transaction through e-commerce site is subject to end- use in the territory of the U.S.A. It is understood that the country of ultimate destination, commodity classification, end-user, or end-use for any said products, could affect the applicable license requirements and exportability. The Buyer agrees to consult various resources, such as the EAR, ITAR, and OFAC, by the U.S. Department of Commerce’s Bureau of Industry and Security’s (“BIS”) Export Counseling Division, and other appropriate Government Sources to ensure that the sales and distribution of said products, is processed in accordance with all applicable laws. The Seller will not transfer any export-controlled products to a non “U.S. Person” without the proper authority of the United States Government, and the buyers written approval. 21. FORCE MAJEURE Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer. 22. VENUE & GOVERNING LAWThe Buyer specifically acknowledges and agrees that jurisdiction and value for any actions brought by either party shall be exclusively in the country and state of Seller’s serving branch from which the Product or Service was to be provided. The parties further agree that the law of Illinois shall apply.
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