PLEASE READ CAREFULLY. THESE TERMS & CONDITIONS OF SALE ARE A LEGALLY BINDING AGREEMENT BETWEEN Adams Elevator Equipment Company (“ADAMS”) AND THE COMPANY ON WHOSE BEHALF THE PRODUCTS (DEFINED BELOW) ARE PURCHASED (“PURCHASER”).
All orders placed with Adams Elevator Equipment Company (“Adams”), whether written, verbal or electronic, are subject to the following Terms and Conditions of Sale (“Terms”), which may be changed or supplemented by Adams at any time.
These Terms become the exclusive and binding agreement between Purchaser and Adams when Adams acknowledges in writing or commences performance of an order (each, an “Order”).
No modifications of or additions to these Terms by Purchaser will have any force or effect unless specifically agreed to in writing by an authorized officer of Adams.
Failure by Adams to object to revisions contained in any communication from a Purchaser shall not be construed as a waiver of these Terms or an acceptance of any such provision.
Subject to the terms and conditions of these Terms, Purchaser agrees to buy and pay for, and Seller agrees to sell to Purchaser, the product(s) identified in each Order (the “Product(s)”).
All prices are subject to change without notice. Quotations expire in 30 days unless Adams advises Purchaser otherwise in writing. Purchaser will be responsible for all import permits and licenses, and payment of all import duties and customs fees. Published or quoted prices do not include sales, use, excise, or similar taxes. All applicable taxes, and all charges resulting from failed attempts at delivery, must be paid by the Purchaser.
Terms of payment are net 30 days, contingent upon credit approval. Adams shall retain title to or hold a security interest in all merchandise until payment is received, including payment of any additional charges payable under these Terms.
Prior to making shipment, Adams may require Purchaser to demonstrate credit worthiness. If Adams is not satisfied, it may decline the Order, require advance payment, or ship COD.
Purchaser will pay Adams interest at the rate of one and one-half percent (1 1/2%) per month, or the highest rate permitted by law, whichever is less, for all amounts not paid within thirty (30) days from date of invoice and for all costs, including reasonable attorneys’ fees and disbursements, incurred by Adams to collect such overdue amounts.
Shipment will be made within a reasonable time after Adams accepts Purchaser’s order. In the event that some parts are not in stock, Adams shall have the right to make delivery in installments. All installments shall be invoiced separately and paid as billed without regard to subsequent deliveries. All scheduled shipment dates are approximate, and in no event will Adams be liable for failing to make shipment by a specified date.
Unless otherwise specified in writing, all shipments are EXW (Incoterms 2010) shipping point. Risk of loss will pass to Purchaser upon delivery to the carrier. Purchaser agrees to keep in full force fire, theft and accident insurance for the benefit of Purchaser and Adams, from the date of delivery to the carrier, until Adams receives payment in full.
All products are packed and marked for shipment according to good commercial practice. Purchaser will inspect all shipments promptly upon receipt at the destination for visible damage, note any damage on the Bill of Lading immediately, and notify Adams. Claims for loss or damage should be filed with the carrier immediately. A “Concealed Damage” claim is required when damage is not externally visible. Adams will assist, insofar as is practicable, in securing satisfactory adjustment of claims. All claims for loss and damage, however, must be made by the Purchaser to the carrier.
Adams must be notified of shortage within 10 days of receipt of goods. Send copy of packing list to Adams for immediate resolution. Keep original for Purchaser’s records.
No Product is to be returned without first obtaining return authorization from Adams. Products must be properly packed to protect against physical damage during shipment, and must be shipped prepaid and insured. Returned products are subject to a 25% restocking charge or $25.00 minimum, whichever is greater.
See the back of packing slip for complete instructions for return of merchandise.
Unless otherwise stated in a product specification sheet from Adams, Adams parts are warranted to be free from material defects in material and workmanship for a period of 12 months after receipt of shipment, if used for the purpose for which they were manufactured and sold. Adams’ obligation in this respect is limited to furnishing on an exchange basis, EXW (Incoterms 2010) shipping point, replacement for part(s) promptly reported by the Purchaser as having been in his opinion defective, and are so found by Adams upon return of part(s) and inspection thereof.
THE FOREGOING WARRANTY IS IN LIEU OF AND ADAMS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
All sales are final, subject to existing warranty provisions.
LIMITATION OF LIABILITY
Adams’ entire liability and the Purchaser’s exclusive remedy shall be as follows:
In all situations involving performance or nonperformance of the Product ordered hereunder, the Purchaser’s exclusive remedy is that provided under the warranty provision expressed above. For any other claim concerning performance or nonperformance by Adams, pursuant to or in any way related to the subject matter of the Order, the Purchaser shall be entitled to recover only actual damages to the limits set forth in this Limitation of Liability.
Adams’ liability for loss or damages to Purchaser for any cause whatsoever and regardless of the form of action, whether in contract or in tort, including negligence, shall be limited to the price of the part on which such liability is based.
EXCEPT AS PROVIDED ABOVE, ADAMS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY PURCHASER, DAMAGES FOR LOSS OF PROFITS, GOODWILL OR OTHER INTANGIBLE LOSSES (EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
In addition, Adams shall not be liable for any injury, loss, damage, or other costs, direct or indirect, incidental, special, consequential or other, arising out of the use of, or the inability of the Purchaser to use the product. Before using or furnishing to another for their use, Purchaser shall determine the suitability of the product for its intended use and Purchaser assumes all risks and liabilities in connection therewith.
PURCHASER SHALL INDEMNIFY AND HOLD ADAMS HARMLESS FROM AND AGAINST ANY CLAIM, LOSS, COST, EXPENSE, DAMAGE OR LIABILITY AND FROM ALL COURT COSTS, ATTORNEYS’ FEES AND OTHER EXPENSES PAID OR INCURRED BY, OR IMPOSED UPON ADAMS RESULTING IN CONNECTION WITH ANY CLAIM ARISING OR ALLEGED TO ARISE FROM THE INSTALLATION, USE, MAINTENANCE, OPERATION, SHIPMENT, STORAGE, SALE OR DISPOSAL OF THE PRODUCT UNLESS SUCH CLAIM, LOSS, COST, EXPENSE, DAMAGE OR LIABILITY ARE DUE TO ADAMS HAVING BEEN GROSSLY NEGLIGENT. AT ADAMS’S REQUEST, PURCHASER WILL UNDERTAKE AT ITS OWN COST AND EXPENSE TO DEFEND ADAMS IN ANY ACTION THE CAUSE FOR WHICH PURCHASER IS OBLIGATED TO INDEMNIFY ADAMS.
In no event will Adams be responsible for any loss, damage, or delay due to acts of God, acts of the government, labor troubles or disputes, including strikes or lockout, fire, flood, accidents, epidemics, quarantine, restrictions, embargoes, or other transportation delays; damage to or destruction in whole or in part of equipment or manufacturing plant; lack of or inability to obtain raw materials, labor, fuel, or supplies; or any failure on part of Purchaser or his representatives to approve or comment on drawings or other technical documents within the period of time specified by Adams; or any other causes, contingencies, or circumstances beyond Adams’ control. Any such causes of delay, even though existing on the date of the contract or on the date of the start of manufacture, shall extend the time of Adams’ performance by the length of delays occasioned thereby, including delays reasonably incident to the assumption of normal production.
These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles or the UN Convention on Contracts for the International Sale of Goods. Any action arising out of a dispute in connection with these Terms shall be brought in, and the parties consent to the personal and exclusive jurisdiction of and venue in the state and federal courts located in Cook County, Illinois.
These Terms constitute the entire agreement between Adams and the Purchaser with respect to the purchase of Adams’ products, and supersede any and all prior oral and written agreements, understandings and quotations relating hereto, No waiver, amendment, modification or cancellation of any of the provisions of these Terms shall be binding unless made in writing and signed by the parties.
If any provision hereof is determined to be invalid or unenforceable, such provision will be enforced only to the extent that it is not in violation of the law or is not otherwise unenforceable, and all other provisions of these Terms will in full force and effect.
The installation of replacement parts or components in elevator and escalator equipment should be performed only by a trained elevator mechanic who is familiar with the operation and control of the system being repaired. Improper installation may endanger the installer, the public, and the equipment.