Electrochemical Devices Inc. – Jan. 1, 2021
The terms and conditions contained herein constitute the entire agreement between Electrochemical Devices Inc., our distributors, or the buyer of goods. These terms and conditions herein shall supersede any conflicting terms on any written/verbal orders.
1. Payment shall be made thirty (30) days from the date of invoice unless otherwise agreed to by the Parties. Interest may be charged on overdue accounts. No future discounts will be given.
2. All prices are subject to the addition of all excise, sales, and other taxes. All overseas duties and taxes will be the responsibility of the buyer.
3. Unless otherwise agreed to, delivery of goods shall be FOB (Middlefield, Ohio) and title to the goods shall pass to Buyer once it leaves our door. All products will be insured by the buyer. If any damaged occurs, the buyer must notify their shipper immediately upon receipt.
4. The shipment dates are projected dates only; it is an approximation of a probable shipment date. We will make every effort to execute on-time shipments, the projected date shall not be deemed to represent a guaranteed shipment date.
5. Unless otherwise agreed to, the stated prices do not include group certification, certain pressure tests, shipping cost or any other cost that may arise.
6. Subject to certain exceptions and conditions, outlined below, warrants that the goods sold to Buyer are free from defects in workmanship and materials for twelve (12) months after delivery to Buyer. If the goods should be proven defective within the applicable period, we agree to, at our discretion, either (1) repair or replace the goods, or (2) refund the purchase price. EDI reserves the right to inspect any purportedly defective goods to ensure that the defect occurred during normal and proper use.
a. EDI makes no warranty whatsoever regarding components or accessories not manufactured by us.
b. Any purportedly defective goods shall be, at EDI’s option, returned to EDI at Buyer’s expense. If the goods are found not to be defective, they will be returned to Buyer with transportation charges to be collected. If the goods are defective, EDI will reimburse Buyer for all transportation charges in addition to any available remedy described above.
c. EDI shall be released from all obligations under all warranties, express or implied, if any goods are repaired, modified, or otherwise altered except by EDI personnel, unless such alterations are made with the express written consent of EDI’s. d. The above warranties are in lieu of all warranties of fitness and of merchantability. EDI shall have no liability for special or consequential damages of any kind or from any clause whatsoever arising out of the manufacture, use, sale, handling, repair, maintenance, or replacement of any goods sold under a sales order.
7. EDI shall not be liable for the cost of removal or reinstallation of goods or the cost of disassembly or reassembly of related equipment or for the loss of use of such equipment or for the loss of business goodwill or profits or for cost of inspection or storage or for any incidental or consequential damages of any nature that may arise from the sale of goods.
8. Goods cannot be returned except by written consent of EDI. Unauthorized returns will be returned to Buyer at Buyer’s expense. A service charge may apply to the authorized return of goods. Absolutely no returns will be accepted on custom orders.
9. Claims for errors must be made within thirty (30) days of receipt of goods.
10. Clerical errors in a sales invoice are subject to correction.
11. If Buyer’s financial status becomes impacted in such a way as to affect its payment for the goods, Buyer shall immediately notify EDI Upon such notification, EDI reserves the right to (1) demand immediate payment; (2) suspend all further deliveries; (3) terminate the purchase agreement with written notice to Buyer; or (4) exercise any other legal right it may have.
12. Buyer’s order may be cancelled, modified, or deferred only with ED’s written consent. Such consent may be conditioned upon reimbursement for all related losses.
13. If Buyer breaches these terms and conditions, it shall be liable for EDI damages related to such breach, including loss of profits, reasonable attorney’s fees, costs of collection, and interest. This provision does not limit EDI’s other remedies under the law.
14. EDI’s failure to insist upon strict performance of any terms or conditions contained herein shall not be deemed a waiver of any rights or remedies that EDI may have pursuant to these terms and conditions.
15. Electrochemical Devices Inc shall not be liable for breach of these terms and conditions where such breach is due to a condition beyond its control, including but not limited to fire, flood, tornado, Act of God, strikes, wars, riots, Government regulation, interference of public authority, explosion, or failure of its suppliers to provide materials. EDI shall exercise reasonable diligence in adhering to the terms and conditions contained herein.
16. These terms and conditions may not be reassigned to any other person or entity by Buyer without consent from EDI.