Sec. A - TERMS & CONDITIONS OF SALE
1. The following Terms and Conditions of Sale (“Terms”) apply to the sale of products described in this Product Guide
a. (“Products”). As used herein, “Seller” or “Campbell-Randall” refers to Naegle's Industrial Leather Machinery Inc. , and “Client” or “Customer” refers to the individual or business entity that purchases the Products from Seller. These Terms shall apply unless the parties mutually agree to different terms and memorialize such agreement in a writing signed by both Client and Seller.
2. Quotations (Estimates):
a. All quotations (including Estimates) are for immediate acceptance.
b. Quotations are subject to expiration, withdrawal, change and prior sale without notice.
c. Quotations and acceptances of orders are made with the mutual understanding that orders are not subject to cancellation without prior approval.
d. All orders received are binding only when they have been accepted and acknowledged by us in writing.
3. Price :
a. The Seller’s price for Products (the “Price”) is net, F.O.B. shipping point, and is calculated in US currency.
b. The Price, unless otherwise agreed upon, does not include freight and packaging (wooden crates, pallets, etc), the costs of which will be charged to Client at cost for each shipment and shall be payable with payment of the Price.
c. Unless otherwise specified, prices quoted are exclusive of State, County and Federal taxes which must be added where applicable. Care is taken to give reliable specifications, but these are not guaranteed.
d. The Price does not include charges for wiring diagrams, installation, and training, which will be charged to Client separately and will be payable on demand
4. Payment
a. Special Order Machines: 50% deposit due with the Purchase Order. Balance due prior to pick up or NET 30 on approved credit.
b. Special Import Machinery: Machines special ordered that require importation from a foreign country require 30% deposit due with the Purchase Order, 30% due prior to export from origin country, and remainder due prior to pick up or NET 30 on approved credit.
c. Invoices are payable in US currency and are due no later than 30 days from the date of invoice, without any deductions. If Client fails to pay the entire invoice balance within 60 days from the date of the invoice, Client will be subject to an interest charge of 2% per month (or the maximum rate permitted by law, whichever is less) on the outstanding unpaid balance due to Seller.
d. Clients who maintain outstanding balances for 45 days or more after the date of invoice may be subject to restricted shipments of Products or may be required to pay for all future deliveries of Products on a cash-on-delivery basis.
5. Security Agreement
a. Title to all Products shall remain with Seller and shall not pass to Client until Seller has received full payment for the Products (also referred to as “Collateral”). Client grants to Seller (also referred to as “Secured Party”) a security interest in the Collateral and all its proceeds to secure the Obligation and all renewals, modifications, and extensions of the Obligation. Client authorizes Secured Party to file a financing statement describing the Collateral, if necessary.
6. Provisions in customer's purchase orders contrary to these conditions shall not be binding upon us unless accepted in writing.
7. We reserve the right to correct typographical errors.
8. Both Seller and Client agree that it is the client’s sole responsibility to ensure that the correct Product is ordered for their needs. The Parties agree that Seller shall not be liable to Client to any degree should Client order Product which turns out to be insufficient for their needs.
Sec. B - LIABILITEIS & INDEMNIFICATION
1. Purchaser agrees to indemnify, hold harmless, defend, and make whole seller from any and all liability, loss or damages which seller may suffer as a result of claims, demands, cost or judgments against seller arising out of any use whatsoever of the machinery and equipment sold pursuant to this agreement, which liability, loss or damages, claims, demands or judgments are based upon or result from any of the following: (1) the failure of purchaser, purchaser's officers, agents, or employees to follow manufacturer instructions, warnings or recommendations; or (2) the failure of purchaser, purchaser's officers, agents or employees to comply with federal, state or local laws or regulations applicable to the use of such machinery or equipment, including but not limited to, the 1970 Occupational Safety and Health Act (OSHA), as amended; or (3) any liability, loss or damages, claims, demands, costs or judgments based upon or resulting from any negligence or alleged negligence of seller or any of seller's officers, agents, or employees in the sale of the equipment that is the subject of this agreement; or (4) any liability, loss or damages, claims, demands, costs or judgments based upon or resulting from any legal theory or strict liability or liability without fault applied to purchaser or to seller or to the original manufacturer of the subject machinery or equipment or to any party who sold such machinery or equipment to seller; or (5) any liability, loss or damages, claims, demands, cost or judgments based upon or resulting from any theory or breach or warranty of any kind. Used or Rebuilt Machines may not incorporate approved activating mechanisms, operator safety devices or safety guards as required by OSHA or otherwise. It is the purchaser's/user's responsibility to provide all safety features/controls to conform with all applicable laws before any machine is put into operation.
2. The Seller shall not be liable for consequential economic damages resulting from breach of this warranty or any implied warranty. Some states do not allow limitations on how long an implied warranty will last or the exclusion or limitation of consequential damages, so the above limitations or exclusions may not apply to you. The Seller does not authorize any person to create for it any obligation or liability in connection with the above machine and parts beyond those set forth herein.
3. These Terms constitute the entire understanding and agreement between Seller and Client regarding the warranties that cover Products and supersedes all previous understandings, agreements, communications and representations. Seller shall not be responsible for and Client does not have any right to make any claim for, damage that occurs to any property other than Products. Seller shall in no way be responsible for any costs incurred by Client in the determination of the causes of damage to any of Client’s property, for expert opinions, or for any punitive or special, incidental or consequential damages of any kind whatsoever.
4. Seller shall not be liable for any damage resulting from or contributed by Client or third parties acting within the scope of responsibility of Client or such third party when:
a. Client uses the Products without complying with applicable law or institutional regulations or installation instructions or Client uses the Products without following good industry practice; Products are used by personnel who have not received suitable instruction; or Products are modified or repaired without the written approval of Seller. When requested to do so, Client shall immediately release Seller in full from any possible third party claims resulting in connection with the circumstances listed above. This also applies to claims in connection with product liability.
b. If Client becomes aware that any third party has made or appears likely to make any claim regarding Products (including, without limitation, regarding Product defects or rights infringed by Products), then Client shall immediately inform Seller and afford to Seller all assistance that Seller may require to enforce its rights and defend such claim.
Sec. C - PROPER LAW AND JURISDICTION
All sales of Products under these terms and the warranties described herein shall be governed by the laws of the State of Texas, and the parties agree to submit to the exclusive jurisdiction of the Federal and state courts located in the State of Texas with respect to any dispute arising from the subject matter hereof. The parties hereby waive all rights to a jury trial in connection with any claims relating to the subject matter hereof.