HEBELER CORPORATION AFTERMARKET
TERMS AND CONDITIONS OF SALE
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY
1. OFFER AND ACCEPTANCE. Unless otherwise agreed in a separate written agreement signed by Hebeler Corporation or its duly authorized representative ("Seller") and Buyer, Seller offers to sell products ("Products") solely on the terms and conditions set forth herein (the "Terms"). Any acceptance of the Products is expressly limited to these Terms. Any additional, different, or conflicting Terms proposed by Buyer in any offer, acceptance, or confirmation (including any Buyer purchase order or specifications) are requests for material alterations of these Terms, are hereby rejected, and are not binding in any way on Seller. Buyer is hereby notified of Seller's objection to all such additional, different, or conflicting terms and conditions. These Terms are made a part of all quotations, contracts or sales made by Seller. Acceptance of, or payment for, any Products by Buyer constitutes Buyer's agreement with and acceptance of these Terms. IF BUYER DOES NOT ACCEPT THESE TERMS, BUYER MAY INDICATE SUCH REJECTION BY RETURNING THE PRODUCT OR REFUSING DELIVERY IN ACCORDANCE WITH SELLER'S RETURN POLICY.
2. PRICES. All prices are subject to change without notice after thirty (30) days from date of the order unless specified otherwise. Labor price is firm for sixty (60) days. Prices do not include any sales, use, excise, occupational or other similar federal, state or local taxes which may apply to the sale. Any such taxes are solely Buyer's responsibility. All quoted prices are EXW plus loading charges Seller's factory or point of manufacture unless specifically stated otherwise in the quotation. If Buyer requests that Seller arrange shipping and Seller agrees, shipping charges arranged by Seller will be invoiced at completion of shipment. Risk of loss shall pass to Buyer as soon as goods are deposited with the carrier for shipment. Stenographic and clerical errors are subject to correction by Seller.
3. TERMS OF PAYMENT. Seller shall invoice Buyer for the Product(s) ordered by Buyer. Payment of the entire invoice amount is required within 30 days from receipt of the invoice by Buyer. Unless otherwise stated, all payments shall be in United States dollars. Buyer agrees to pay interest on any unpaid balance at the maximum rate allowed by law, or 1 1/2% per month, whichever is greater. Such interest shall be in addition to and without limitation of any other rights or remedies that Seller may have under these Terms or at law or in equity. Shipments and deliveries hereunder shall at all times be subject to the approval of Seller's Credit Department. Seller may, at any time, require payment in advance or satisfactory security or guarantee that invoices will be promptly paid when due. If Buyer fails to comply with any terms of payment, Seller, in addition to its other and further rights and remedies but not in limitation thereof, reserves the right to withhold further deliveries or reject Buyer's order, and any unpaid amount shall become due immediately.
4. SHIPMENT AND DELIVERY: Time is not of the essence for orders covered by these Terms. Unless otherwise specifically agreed to in writing, Seller does not guarantee a particular date for shipment or delivery of Products. Shipment dates, if provided, are based upon the best expectation of Seller's ability to fulfill the order, and are only estimates of approximate dates. Seller is not liable for any back charges, other fees, damages or losses based on Buyer's reliance on these estimated dates, nor is Seller responsible for damages or losses caused by delays in delivery due to any cause. Seller may make partial shipments. Unless approved by Seller, all overseas shipments shall require prepayment by wire transfer or an irrevocable letter of credit from Buyer.
5. TITLE AND RISK OF LOSS - Shipping/delivery pursuant to these Terms is EXW Seller's point of shipment with title to the goods and risk of loss or damage passing to Buyer at that point. Buyer is responsible for shipment during transit and for filing any damage or loss claims directly with the carrier. In the event Buyer fails to pay in accordance with these Terms, or in accordance with other terms to which Seller may agree in writing, Seller shall have the right to immediate possession of the items purchased, and to enter upon the premises where such property may be located and remove same. In the event of such repossession, Buyer will pay to Seller, Seller's reasonable costs and expenses of repossession and removal. Seller shall not be liable for trespass or otherwise.
6. CANCELLATION - BY BUYER. Seller, in its exclusive discretion, shall determine which Products are Standard Products and which Products are Nonstandard or Custom Products. For Standard Products, Buyer may cancel any order for convenience upon written notice to Seller at least three days prior to shipment upon payment by Buyer of liquidated damages equaling 20% of the total purchase price of the order or contract, plus actual costs to Seller of labor, material, overhead and subcontract or supplier costs. For Nonstandard or Custom Products, or standard Products with minimum usage, Buyer may cancel the order at least sixty (60) days from the shipping date, except that Buyer shall accept delivery of all such Products which are completed at the time of cancellation. Those Nonstandard Products that are in Seller's work-in-process inventory at the time of cancellation shall be paid for by Buyer at a price equal to the completed percentage of the Product multiplied by the price of the finished product. Buyer also shall pay promptly to Seller the costs of settling and paying claims arising out of: (i) the termination of work under Seller's subcontracts; or (ii) orders placed by Seller from vendors; and (iii) any accounting, legal, and clerical costs arising out of the cancellation.
7. CANCELLATION - BY SELLER. Seller shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business. Any order that can be cancelled by Buyer pursuant to section six (6) may be cancelled or rescheduled by Seller if notice is given to Buyer.
8. LIMITED WARRANTY; EXCLUSIONS. Seller warrants only to the original Buyer that items manufactured by Seller will be free from material defects in material and workmanship and shall conform to Seller's published specifications or other specifications accepted in writing by Seller, for a period of twelve (12) months from the date of start up or first use, or eighteen (18) months after shipment whichever comes first (the "Warranty Period"), provided that: (i) Buyer shall have given written notice to Seller within the Warranty Period of the potential defective Product (the "Non-Conforming Product"; (ii) after Seller's written authorization, Buyer has returned the nonconforming product to Seller, or at Seller's exclusive option, Seller has inspected and tested the Non-conforming Product; and (iii) Seller, in its sole discretion has determined that the product is non-conforming and that such non-conformity is not the result of improper installation, repair or other misuse. Seller's sole obligation for Products that fail to comply with this Limited Warranty shall be, at Seller's option, to repair or replace any items manufactured by it or parts thereof that prove to be non-conforming because of defective material or workmanship. Non-conformity, malfunction or damage resulting from Buyer's improper installation, misuse, negligence, alternation or from Buyer's failure to perform periodic inspections and maintenance, is excluded from this Limited Warranty. THE FOREGOING LIMITED WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED. SELLER DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS. ITEMS OR PRODUCTS MANUFACTURED, SOLD OR INSTALLED BY OTHERS CARRY ONLY THE MANUFACTURER'S OR INSTALLER'S WARRANTY (IF ANY).
9. LIMITATION OF LIABILITY. All information, whether in hard copy or electronic format, to be used in the online ordering process, including without limitation, General Arrangement drawings of the Buyer's power plant, Process and Instrumentation diagrams of the same, the complete listing of parts located at Buyer's site, as well as any other documents that aid in the selection and/or purchase of spare parts, are supplied to Seller by Buyer. As such, Seller shall not be liable for any malfunction or damage resulting from the installation of an incorrect part that is predicated on Buyer providing incorrect, outdated or unrevised documentation to Seller. Notwithstanding the preceding, if Seller is found to have any liability for breach of contract, breach of any implied condition, warranty, representation, or for negligence or otherwise, the aggregate liability of Seller to Buyer under these Terms shall be limited with respect to any occurrence or series of occurrences to the contractual value of the Products that are subject to these Terms. SELLER SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED OR PUNITIVE DAMAGES, FOR INJURY TO THE PERSON OR PROPERTY OF BUYER, WHETHER THE ASSERTED LIABILITY ARISES FROM BREACH OF WARRANTY, NEGLIGENCE OF SELLER, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL THEORY WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING LIMITATION, SELLER SHALL NOT BE LIABLE FOR DAMAGES TO PROPERTY, DAMAGES OR LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS, LOSS OF INCOME, LOSS OF GOODWILL OR CONTINGENT CLAIMS OF ANY KIND ARISING FROM ANY LOSS FOR ANY CAUSE.
10. GOVERNING LAW. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York without regard to New York's conflict of law provisions. Jurisdiction is hereby conferred upon the New York State Supreme Court. Venue for the resolution of any dispute arising out of, in connection with, or related to, this Agreement shall be Erie County, New York.
11. ATTORNEY'S FEES. Buyer hereby agrees to pay Seller's reasonable attorneys' fees in the event Buyer is in default of payment for the Product purchased or for any other obligation of Buyer hereunder.
12. WAIVER. Failure by Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter, and further, shall not be deemed to be a waiver of any other right of Seller hereunder.
13. FORCE MAJEURE Seller shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of god, acts of the Buyer, act of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of Seller. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this Term.
14. ASSIGNMENT AND SUBCONTRACTING Seller shall be entitled at all times to assign its rights hereunder (in whole or in part), or to subcontract any part of the production of Product(s) or work to be provided as it deems necessary or desirable.
15. SEVERABILITY OF PROVISIONS: In the event that any provisions hereof are held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain valid and enforceable according to its terms. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
16. TITLES. Paragraph titles and captions contained these Terms are inserted only as a matter of convenience and reference, and in no way define, limit, extend or describe the scope of the Terms or the intent of any provision herein.
WEBSITE PRIVACY STATEMENT
PLEASE READ THIS PRIVACY STATEMENT ("STATEMENT") AS WELL AS THE TERMS AND CONDITIONS OF USE (THE "TERMS") FOR THIS HEBELER CORPORATION ("HEBELER") WEBSITE ("WEBSITE" OR "SITE") CAREFULLY BEFORE USING THE WEBSITE OR ANY PAGES CONNECTED THEREWITH. BY USING THIS WEBSITE OR ANY OF ITS PAGES, YOU AGREE TO BE BOUND BY THIS STATEMENT AND THE TERMS, AS SUPPLEMENTED OR MODIFIED BY ANY "SUPPLEMENTAL PRIVACY STATEMENT" OR WEBSITE PAGE-SPECIFIC PRIVACY TERMS THAT ARE POSTED ON A PARTICULAR WEBSITE PAGE, OR ARE SPECIFICALLY AGREED TO IN A SEPARATE DOCUMENT BY HEBELER CORPORATION.
1. Protection of Privacy. Hebeler is strongly committed to respecting the privacy of all persons using this Website, and the protection of any personal information that Hebeler may collect and that you, as a user of the Website, may choose to share with Hebeler. Any such information, whether personal or otherwise, will be used in accordance with the disclosures in this Statement, which is hereby made part of, and incorporated by reference into, the Terms for this Site.
2. Parties. Hebeler is the operator of this Site and the pages ("Web Pages", including "Secured Pages" as defined in the Terms) associated therewith, although other functions, content, and potentially, hosting, and may be provided by Hebeler's affiliates or suppliers ("Affiliates"), or other companies merely in a business limited relationship with Hebeler ("Business Partners"). Hebeler's Affiliates and Business Partners are intended third-party beneficiaries of this Statement. This Site, and all Web Pages associated therewith, are not directed to or intended for individuals under 18 years of age, and any use thereof is prohibited.
3. Purposes. This Statement describes the type of information Hebeler and its Affiliates and Business Partners collect from visitors to this Site, what Hebeler does with that information, and how visitors can update and control the use of information provided thereon. This Statement does not necessarily describe information collection policies on other sites, such as separate sites operated by our Affiliates and/or Business Partners that Hebeler does not directly control. If you do not agree to abide by this Statement, please do not use this Sites and the Web Pages associated with it, or submit your information through it.
4. Applicability. This Statement pertains exclusively to information that you provide to Hebeler in the course of your use and access of the Site, and does not alter or affect the terms and conditions of any other agreement that you may have or enter into with Hebeler (e.g., the Terms), or with any Hebeler subsidiary, Affiliate or Business Partner, for any given product or service. The Terms continue to govern that specific legal relationship with Hebeler. However, some Web Pages on this Site or areas of this Site with restricted access (including project extranets or Web Pages engaged in e-commerce) or in foreign locations may require the application of additional or special privacy disclosures, which will be posted on the home page of that site
5. Consent and Grant of License. By using this Site, you expressly consent to the collection and use of information. If you do not agree with any disclosure in this Statement, or have any questions, please do not access the Site, contact us directly at email@example.com, and we will be pleased to assist you.
BY CHOOSING TO PROCEED AND ACCESS THE SITE, YOU ARE INDICATING YOUR EXPRESS CONSENT TO AND AGREEMENT WITH THE COLLECTION, TRANSFER, HANDLING, PROCESSING, USE AND STORAGE IN ACCORDANCE WITH THIS STATEMENT OF ANY PERSONAL INFORMATION WHICH MAY BE OBTAINED FROM YOU DURING YOUR VISIT TO THIS SITE, ANY OF WHICH MAY POTENTIALLY OCCUR BOTH INSIDE AND OUTSIDE THE UNITED STATES OR THE EUROPEAN UNION IN JURISDICTIONS WHERE LEGAL PROTECTIONS MAY BE LESS STRINGENT.
You grant Hebeler, its Affiliates, and third party Business Partners a non-exclusive, worldwide, royalty-free perpetual license to use your personal information for the purposes disclosed herein.
6. Modifications of the Statement. Hebeler reserve the right to make modification in the content of this Statement at any time without notice. Such modification shall be effective upon posting by Hebeler on the Site. You agree to be bound to and by any changes to the Statement when you use the service after any such modification is posted. Your continued use of this Site and the Web Pages associated therewith, or submission of information through the Site after any modifications have been posted, constitutes your acceptance of the modifications. If you do not agree to abide by these or any future provisions of the Statement, do not use the Site and do not submit information through it.
7. Types of Information Collected Through Use of This Site. When you first visit the Hebeler Site, Hebeler may ask that you register and provide us with information about you and your company, including your name, company name, address, telephone and fax numbers, e-mail address, and other such identity and contact information. If you use the Site, request quotes for products through the Site, or otherwise make use of the Site and any of the Web Pages connected therewith, Hebeler may ask you to provide further information, including, without limitation, technical specifications, financial information, and other business-related information. When you visit the Site, we may collect certain routing information such as the Internet Protocol address of your originating Internet Service Provider, and information provided by "cookies" (as more fully explained below) stored on your hard drive. Hebeler may also collect aggregate information about the use of this Site, including which Web Pages are most frequently visited, how many visitors we receive daily, and how long visitors stay on each Web Page.
The acceptance of cookies is a function that is controlled by your computer. You may elect not to accept cookies by setting the Internet options on your computer to reject cookies. In that event, however, please be advised that you may not be able to access part or all of this Site, or parts of this Site may not operate effectively.
9. How Hebeler Uses Your Information. Your personal information will be stored in Hebeler's systems for Hebeler's internal use only. It is Hebeler's policy not to disclose, sell or market your personal information to any unaffiliated third party without your prior permission. Such internal use may include, among other uses, the fulfillment of orders and requests; the provision of quote and other information in response to requests; the preparation of drawings or product configurations; and the processing, execution and monitoring of orders. Additionally, such collected information may be used for internal research or for marketing and data analysis. Such collected information may also be used to notify you and third parties of the status of orders; to provide you with information about offers or products Hebeler believes you will find useful; or to notify you of updated information, changes to the Site; and to send you updates and news concerning Hebeler and its Business Partners, or new products and services that Hebeler believes might be beneficial to you or your business.
Hebeler may use demographic and Site usage information collected from visitors to, among other purposes, improve the usefulness of the Sites and to prepare aggregate, non-identifying information used in marketing, advertising, or similar activities. From time to time, some information may be purged from our systems in our sole discretion.
Hebeler also may combine information you have provided in communications offline with the information you have given Hebeler online, to, without limitation, provide a more customized experience for visits to the Site.
10 With Whom is Information Shared? Hebeler may provide the information collected about you and your company, including your e-mail address or other identifying information, to our Affiliates and Business Partners, and to third parties, including manufacturers, suppliers or others involved in the distribution chain, to provide the products or services that have been requested. Hebeler may disclose information about you or your company: (i) if Hebeler has a good faith belief that it is required to do so by law or legal process; (ii) to respond to claims; or (iii) to protect the rights, property or safety of Hebeler or others.
11 Control of Access To Your Information. Access to information stored on Hebeler systems, including order forms or requests for quotes submitted through the Site, and billing and account status information accessible through the Site, is controlled by firewalls and other non-disclosed security measures.
12. Protection of Your Personal Information. While Hebeler strives to undertake appropriate and reasonable measures to safeguard your information, please remember that due to the many technical uncertainties, complete security of Internet transmissions cannot be guaranteed. Therefore, you understand and agree that Hebeler is unable to provide any warranty, guarantee or representation concerning the protection of your information, or concerning the existence or effectiveness of any security measures undertaken. Hebeler will not be liable for any claims, losses, or damages which may result from access by an unauthorized third party, or the introduction of viruses, worms, or other harmful elements into the system and their possible effects on personal information contained on the Site.
13 Non-Confidentiality. Hebeler may transfer or disclose your information to Affiliates, divisions, employees, Business Partners, contractors and suppliers, subject to use only as set forth herein. Please note, however, that your information may not be considered subject to any confidentiality obligation. You agree that any ideas, material, or content submitted on or through this Site becomes the sole property of Hebeler, and Hebeler has no obligation of confidentiality, nor is Hebeler responsible for any claims of infringement or misappropriation that may result from any submission. Hebeler may disclose your information to any person, specifically to any governmental agency, without notice, if Hebeler in good faith believe that such is required in order to comply with law, to protect Hebeler's interests, including this Site, and in response to any emergency situation.
14. Limitation of Liability. IN NO EVENT WILL HEBELER, ITS BUSINESS PARTNERS, AFFILIATES AND DIVISIONS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, SUPPLIERS, VENDORS, INSURERS AND AGENTS, BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY COSTS, DAMAGES (INCLUDING ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES), OR LIABILITY OF ANY KIND OR NATURE, ARISING FROM ANY CAUSE, RESULTING FROM OR IN CONNECTION WITH THE COLLECTION, USE, TRANSFER, PROCESSING, HANDLING, CONTENT, OR STORAGE OF PERSONAL INFORMATION OBTAINED OR SUBMITTED BY YOU RESULTING FROM YOUR ACCESS AND USE OF THIS SITE.
If you have any questions or comments about this Statement, or the use of your information, you may contact us at firstname.lastname@example.org.
HEBELER CORPORATION AFTERMARKET
TERMS AND CONDITIONS OF SALE
1. Return of Standard Products. Buyer must contact Seller directly before Buyer attempts to return Product in order to obtain a Return Product Authorization Number (an "RPAN") for Buyer to include with Buyer's return and on the return packaging. Failure to follow the procedures set forth in this Policy may result in delays in the replacement of parts, or repair and/or replacement of Product(s), or in the issuance of credit if applicable. Seller reserves the right to refuse to accept Product(s) when these procedures are not followed.
2. Procedure. All returns are subject to prior authorization by Seller, in its discretion. Buyer must notify Seller and obtain an RPAN. Buyer must ship the Product(s) to Seller in its original packaging, prepay shipping charges, and insure the shipment, or accept the risk of loss or damage during shipment. Any returned Product shipped C.O.D., or without a RPAN visible on the exterior of the shipping carton may be refused by Seller.
3. Current Inventory. Products for which an RPAN is requested must be a current inventory item. Return authorized for Product that is ordered-in-error or shipped-in-error will not be accepted unless returned within 30 days of delivery and in accordance with this Return Policy.
4. Associated Purchase Costs. Costs for shipping, handling, any applicable insurance fees, and any applicable sales taxes, that are costs that Buyer may have paid when the Product(s) was purchased, are not refundable, and will not be included in any refund.
5. Handling/Restocking. All returns are subject to a 25% handling/restocking charge, except for Products shipped-in-error.
6. Prior Payment. In addition to compliance with this Return Policy, in order to receive credit, Product(s) must have been billed to Buyer by Seller, and Buyer must have completed payment for such Product(s).
7. Return of Nonstandard Products. Buyer must contact Seller directly before Buyer attempts to return Custom or Nonstandard Product. Custom or Nonstandard Product may not be returned for credit, but Seller may agree, at its sole discretion, to repurchase such Product at a negotiated price.
8. Non-Returnable Product. Certain Products are not eligible for return. These include: (i) Product(s) that have deteriorated because of improper handling, abuse or other factors; (ii) Product(s) that have been opened, used, or on which labels or seals have been removed or altered, (iii) Product(s) that have been involved in a special promotion or sale; and (iv) Custom or Nonstandard Product(s) made to Buyer's specifications.
9. Rejected Product. All Product(s) rejected in accordance with paragraph one of Seller's Aftermarket Terms and Conditions of Sale are subject to the terms of this Return Policy.