Terms & Conditions
ATTENTION HIBLOW USA, INC. CUSTOMERS
The terms and conditions of this offer to sell include, among others, disclaimers of warranties (including merchantability). Disclaimers of tort liability (including negligence and strict liability), an exclusive remedy and an exclusion of consequential damages. Your acceptance of delivery of the goods described below or any other seasonable expression of your acceptance hereof will constitute your acceptance of the terms and conditions of this offer to sell. See terms and conditions listed below:
I. OFFER AND ACCEPTANCE- This Offer to Sell is not an acceptance of the terms or conditions of any offer or order of Purchaser and any such offer or order is expressly rejected. This Offer to Sell is an offer by HIBLOW USA, Inc. (“Seller”) to Purchaser and acceptance of the offer contained herein is expressly limited to its terms. Upon acceptance by Purchaser this Offer to Sell shall be the final written expression of agreement between Seller and Purchaser, constituting the entire contact between them and superceding all previous communications, either verbal or written. This Offer to Sell (“the Contract”) may be modified only by a letter signed by an authorized officer of Seller. Reference hereon to any order or other communication of Purchaser is only for the purpose of identification.
2. WARRANTY AND REMEDY-Seller warrants that the goods described on the face side there (“the Goods”) will be of good workmanship and material at the place, and on the date of shipment. If Purchaser claims that the Goods do not conform to the warranty, he must permit Seller’s personnel to inspect the Goods on Purchaser’s property. If after Inspection, Seller determines that the Goods do not conform to this warranty, Seller will replace the Goods or refund or credit the amount paid for the Goods, at Seller’s option, and at Seller’s cost.
3. DISCLAIMER OF OTHER WARRANTIES- THE WARRANTY CONTAINED IN PARAGRAPH 2 HEREOF IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED AND STATUTORY AND IS STRICTLY LIMITED TO ITS TERMS. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE.
4. DISCLAIMER OF TORT LIABILITY-PURCHASER SPECIFICALLY UNDERSTANDS AND AGREES THAT SELLER SHALL NOT BE LIABLE IN TORT, WHETHER BASED ON NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF TORT LIABILITY, FOR ANY ACTION OR FAILURE TO ACT IN RESPECT TO THE DESIGN, MANUFACTURE, PREPARATION FOR SALE OR DELIVERY OF THE GOODS. IT IS THE PARTIES’ INTENT AND THE INTENT OF THIS PARAGRAPH TO ABSOLVE AND PROTECT SELLER FROM ANY AND ALL TORT LIABILITY.
5. EXCLUSIVE REMEDY-PURCHASER SPECIFICALLY UNDERSTANDS AND AGREES THAT PURCHASER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY, TORTIOUS CONDUCT OR ANY OTHER CAUSE OF ACTION AGAINST SELLER SHALL BE THE REMEDY PROVIDED IN PARAGRAPH 2 ABOVE.
6. EXCLUSION OF CONSEQUENTIAL DAMAGES-PURCHASER SPECIFICALLY UNDERSTANDS AND AGREES THAT UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE TO PURCHASER FOR ECONOMIC, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS AND ANY OTHER LOSS CAUSED BY REASON OF THE NON-OPERATION OF THE GOODS. THIS EXCLUSION IS APPLICABLE TO CLAIMS FOR BREACH OF WARRANTY, TORTIOUS CONDUCT ANY OTHER CAUSE OF ACTION AGAINST SELLER.
7. PRICES- The price of the Goods, as quoted above, is subject to change without notice. The actual sales price shall be Seller’s price in effect at the date of delivery. The price quoted above does not include transportation charges and same shall be paid by Purchaser upon delivery, in the event that transportation charges are paid by Seller. Purchaser will reimburse Seller for the cost thereof, forthwith upon demand Purchaser shall pay, in addition to the sales price applicable at the time of delivery, all excise, privilege, occupational sales, use, personal property and other taxes, and in the event that same are paid by Seller. Purchaser will reimburse Seller for the cost thereof, forthwith upon demand.
8. PAYMENT-Purchaser shall pay the net amount indicated on Seller’s disturbances; shortages or delay in supply of fuel, power, raw materials or component parts; and the unavailability of means of transportation. Seller shall not be liable for any loss or damage caused Purchaser nor. shall Purchaser be entitled to cancel the Contract because the time of shipment is not met due to Force Majeure.
9. SHIPMENTS, FORCE MAJEURE-All shipments are F.O.B. shipping point, our plant. The time of shipment specified on the face hereof shall be subject to “Force Majeure” which term is hereby declared to include all circumstances and actions whatsoever beyond the direct and immediate control of Seller among which, but not exclusive of others, are the following Acts of God, war and riot: intervention of authorities or agencies of government, including but not limited to agencies concerned with the preservation of the environment; embargoes; vandalism; sabotage; strikes, lockouts, or other industrial disturbances; shortages or delay in supply of fuel, power, raw materials or component parts; and the unavailability of means of transportation. Seller shall not be liable for any loss or damage caused Purchaser nor. shall Purchaser be entitled to cancel the Contract because the time of shipment is not met due to Force Majeure.
10. CANCELLATION- The Contract may not be cancelled by Purchaser without express consent thereto in a writing signed by an authorized officer of Seller. Upon any such cancellation, Purchaser shall pay (as invoiced by Seller) all reasonable charges incurred by Seller, in performance thereof, prior cancellation.
11. RENEGOTIATION AND OTHER GOVERNMENT REGULATIONS-Unless otherwise specified herein. Purchaser represents to Seller that the Goods are not subject to renegotiation. Acceptance of the offer contained herein is subject to all government regulations.
12. LAW GOVERNING, EXCLUSIVE VENUE, STATUTE OF LIMITATIONS-The Contract shall be governed by and construed under the laws of Michigan. Any suit by Purchaser for breach of the Contract, for any alleged tortious conduct or any claim whatsoever at law in equity must be filed within one year from the date the cause of action accrues or be forever barred.