Terms & Conditions
Acceptance - Buyer's purchase order, acknowledged hereby as an offer of an agreement for the purchase of goods or services, is accepted subject to the following terms and conditions of sale or other such terms and conditions as may be approved in writing by SJF Material Handling, Inc. ("SJF").
Terms - All payments must be made in cash in advance of shipment unless credit is arranged prior to shipment, then terms are NET 10 days, unless otherwise noted on the invoice. All prices shown are F.O.B. SJF's facility in Winsted, Minnesota, and unless otherwise stated do not include cartage, insurance charges, taxes, impost or other similar charges.
Routing - Shipments will be routed "Best Way", transportation charges collect unless preferred routing is otherwise specified.
Title; Loss or Damage in Transit - All goods subject to this purchase order will be shipped F.O.B. SJF's facility in Winsted, Minnesota, and title to the goods and risk of loss passes to Buyer upon delivery F.O.B. SJF's facility in Winsted, Minnesota unless otherwise specified on the face of this purchase order or in a separate written agreement with SJF. Carrier acts as Buyer's agent, and Buyer shall be responsible for all expenses incurred by SJF for the delivery of said goods. SJF shall not be liable for losses, damages or delays occurring in transit. Claims for loss or damage should be made directly to the carrier immediately upon discovery by Buyer. Buyer shall deemed to have accepted the goods upon the earlier of (a) any conduct by Buyer that is inconsistent with SJF's ownership of the goods, or (b) the passage of three business days after delivery of the goods to Buyer and Buyer having given no notice to SJF within that period that the goods do not conform to the description thereof set forth on the invoice.
SJF Delay in Delivery - When date of delivery is given, SJF will make every effort to make shipments as near that date as possible, but SJF will assume no responsibility for any loss or inconveniences caused by non-delivery at specified time.
Circumstances Beyond SJF Control - SJF shall not be liable for failure to deliver or for delay in delivery of all or any part of the goods ordered herein by reason of any act of God, war, civil commotion, labor troubles, fire, explosion, windstorm, fire, reduced supply of raw materials, order of any governmental agency, or any cause whatsoever beyond the control of SJF which interferes with the production, consumption, or transportation of said goods.
Returned Goods - Goods shipped as ordered cannot be returned unless authorized by SJF in writing, which authorization will be at SJF's sole discretion. If returned merchandise is so authorized, the merchandise must be returned freight prepaid and a 25% service charge will apply.
Security Interest - As collateral security for the due and punctual payment by Buyer of all amounts payable by it either under this Agreement or on account of any purchase of goods from SJF, Buyer hereby grants to SJF a purchase money security interest in all goods now purchased or hereafter acquired by Buyer from SJF together with the proceeds (including, without limitation, proceeds under insurance policies) thereof, and in all right, title and interest or Buyer in and to all instruments and other documents, whenever arising, covering or relating to such goods, additions and accessions thereto and proceeds and all rights, remedies and claims of Buyer under or with respect to such goods, additions and accessions thereto and proceeds and all rights, remedies and claims of Buyer under or with respect to such documents, whether now existing or hereafter arising. SJF shall have all the rights, powers, privileges and remedies with respect to such collateral as shall be permitted for a secured party under the Uniform Commercial Code of the State of Minnesota as in effect from time to time. Buyer agrees that SJF may execute, file, and refile such documents as SJF may reasonably deem necessary or appropriate to carry into effect the purpose of this section or to better assure and confirm to SJF its rights, powers and remedies under this Section. Buyer hereby authorizes SJF, in its discretion, to file financing statements and similar documents relative to all or any part of the collateral without the signature of Buyer wherever permitted by law and with the signature of Buyer executed by SJF's agent as Buyer's attorney-in-fact wherever permitted by law.
Software - If computer software is included with or a component of any of the goods subject to the attached purchase order, such software will be subject to a separate software license agreement, the terms of which the Buyer will agree to prior to using the software. If there is any conflict between the terms of this agreement or the terms of any software license, the terms of the software license will control.
WARRANTY: SJF WARRANTS ITS GOODS DELIVERED HEREUNDER TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP. THIS WARRANTY SHALL RUN TO BUYER AND/OR ITS CUSTOMERS. THIS WARRANTY SHALL NOT APPLY TO ANY GOODS SOLD HEREUNDER WHICH SHALL HAVE BEEN IMPROPERLY INSTALLED OR SUBJECTED TO MISUSE OR NEGLECT OR WHICH HAS BEEN REPAIRED OR ALTERED EXCEPT BY SJF'S ACCREDITED REPRESENTATIVE, NOR TO ANY GOODS WHICH HAVE BEEN SUBJECTED TO ACCIDENT. NO WARRANTY IS GIVEN WITH RESPECT TO ANY APPARATUS, INSTRUMENT, COMPONENT, SOFTWARE OR ACCESSORY NOT MANUFACTURED BY SJF, OR AS TO ANY GOODS WHICH ARE MANUFACTURED BY SJF BUT WHICH IS INSTALLED OR OTHERWISE SUBJECTED TO USAGE WITH ANY APPARATUS, INSTRUMENT, COMPONENT, SOFTWARE, OR ACCESSORY NOT MANUFACTURED BY SJF AND NOT APPROVED IN WRITING BY SJF AS APPROPRIATE FOR USAGE WITH THE GOODS SOLD THEREUNDER. EXCEPT AS EXPRESSLY STATED HEREINABOVE, IN THIS PARAGRAPH AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, SJF'S GOODS ARE OFFERED AND SOLD “AS-IS WHERE-IS,” “WITH ALL FAULTS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND WHATSOEVER PERTAINING THERETO.
LIMITATION OF LIABILITY: SJF'S LIABILITY WITH RESPECT TO ANY CLAIM OF ANY KIND FOR LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR CONCERNING ANY ASPECT OF THE OFFERING AND SALE, BY SJF OF ANY GOODS OR SERVICES TO BUYER IS EXPRESSLY LIMITED TO WHICHEVER OF THE FOLLOWING MEASURES SJF, IN ITS SOLE DISCRETION, SHALL DETERMINE TO BE APPROPRIATE:
- REPAIR OF DEFECTIVE OR NON-CONFORMING GOODS;
- REPLACEMENT OF DEFECTIVE OR NON-CONFORMING GOODS;
- REPERFORMANCE OF ANY NON-CONFORMING SERVICES; OR
- REFUND OF THE PURCHASE PRICE PAID IN RESPECT OF DEFECTIVE OR NON-CONFORMING GOODS.
- SJF'S LIABILITY AS AFORESAID SHALL BE APPLICABLE ONLY AS REGARDS SUCH DEFECTIVE OR NON-CONFORMING GOODS AS ARE RETURNED TO SJF WITHIN TWELVE MONTHS OF THE DATE OF SHIPMENT. THE REMEDIES PROVIDED HEREINABOVE IN THIS PARAGRAPH SHALL CONSTITUTE BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR LOSS OR DAMAGE ARISING OUT OF, RESULTING FROM OR CONCERNING ANY ASPECT OF THE OFFER OR SALE BY SJF OF ITS GOODS OR SERVICES TO BUYER, AND SJF SHALL NOT UNDER ANY CIRCUMSTANCES (WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE) BE LIABLE TO, AND BUYER SHALL DEFEND, INDEMNIFY AND HOLD SJF HARMLESS, AS IS PERMITTED BY APPLICABLE LAW, FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EMEMPLARY OR OTHER DAMAGES OF ANY KIND OR MANNER, INCLUDING WITHOUT BEING LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF OR DAMAGE TO PRODUCTS OR EQUIPMENT, COSTS OF CAPITAL OR COST OF SUBSTITUTE FACILITIES OR SERVICES, EVEN IF SJF SHALL HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, TO THE FULLEST EXTENT PERMITTED BY LAW. IN ADDITION, SJF SHALL NOT BE LIABLE TO BUYER FOR AND BUYER SHALL DEFEND, INDEMNIFY AND HOLD SJF HARMLESS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITH RESPECT TO ANY LIABILITY, LOSS, CLAIM, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED OR ALLEGEDLY CAUSED DIRECTLY OR INDIRECTLY BY (A) THE POSSESSION, USE OR PERFORMANCE OF THE GOODS BY BUYER OR BUYER'S EMPLOYEES, AGENTS, AFFILIATES OR CUSTOMERS, AND (B) INJURIES TO PERSONS OCCURRING DUE TO THE ACTS OR NEGLIGENCE OF BUYER AND/OR THIRD PARTIES. CREDIT APPROVAL.
In order to establish a credit line (if requested by Buyer), Buyer hereby authorizes SJF to check information submitted by Buyer as well as all other sources available and to answer questions about Buyers credit experience.
SJF reserves the right at any time to revoke any credit extended to Buyer because of Buyer's failure to pay for any goods when due or for any other reason deemed good and sufficient by SJF and in such event to insist upon (i) immediate payment of any outstanding invoices and (ii) payment prior to shipment of any remaining merchandise.
CONDITIONS OF SALE
This Agreement constitutes the entire agreement between SJF and Buyer with respect to the subject matter and supersedes any and all prior or contemporaneous understandings or agreements relating thereto, whether written or oral. No manager, officer, employee, representative, agent, or affiliate of SJF has the authority to modify this Agreement orally, or make any other oral agreement, on behalf of SJF.
Consent To Minnesota Law, Jurisdiction And Venue; Waiver of Jury Trial - Buyer agrees that this Agreement has been negotiated within McLeod County, Minnesota and finally executed within McLeod County, Minnesota, and that, accordingly, suit by either of the parties pursuant to this sale shall be governed by, and construed in accordance with the laws of the State of Minnesota, and Buyer agrees that the venue for any such litigation shall be McLeod County District Court, McLeod County, Minnesota. BUYER DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
Remedies - SJF may exercise any right or remedy available to it by law or by agreement, and may recover legal fees and other expenses incurred by reason of Buyer's default under this Agreement or the exercise of any remedy hereunder, including expenses related to the repossession, repair, storage, transportation, and disposition of the goods.
Charges of interest to past due accounts - Buyer agrees to pay interest of 18% annually, or the highest rate allowed by applicable law if less, on late accounts that are more than 30 days past due.
Cancellations - Orders are not subject to cancellation, except with SJF consent, and upon terms and conditions that will indemnify SJF against all loss.
Errors - SJF and Buyer agree that any clerical and stenographic errors in any purchase order or similar writing which are established by clear and convincing evidence to incorrectly reflect the agreement of the parties are subject to correction.
Taxes - Buyer is responsible for paying sales and use tax or any other taxes, levies, fees, withholding taxes or any other taxes which may be imposed on any and all orders and services subject to this Agreement unless Buyer provides evidence to SJF that it is exempt from paying all such taxes within the appropriate jurisdictions. In event SJF pays any tax or is assessed any tax which is Buyer’s obligation hereunder, Buyer shall fully reimburse SJF immediately upon written notification for such amount plus any interest, fees, expenses or penalties with respect thereto.
Legal Construction - In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this document shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement has been jointly drafted by the parties and may not be construed against any party on the basis that the party was the draftsperson.
Binding Effect - The terms and conditions shall be binding upon and insure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns, including, but not limited to, any third party transferee that purchases from either SJF or the Buyer substantially all of the assets of either SJF or the Buyer's company.
SJF is a trademark of SJF Material Handling, Inc.
Purchasing Terms & Conditions
ADDITIONAL TERMS & CONDITIONS OF PURCHASE
Acceptance and Governing Provisions. This writing is an offer by SJF ("Buyer") to buy the goods and/or services described on the face hereof, and in all specifications and data submitted to Seller herewith, from the Seller to which this offer is addressed. Acceptance of this offer is limited to the terms and conditions contained herein and in said specifications and data. Buyer hereby objects to any additional or different terms contained on any of Seller's quotation or other forms, or in any other correspondence from Seller. This offer expires ten (10) days from its date or upon written notification thereof to Seller, unless goods conforming hereto are subsequently shipped by Seller and accepted by Buyer. The terms of this offer, when accepted by Seller explicitly, by shipment of conforming goods or otherwise, shall constitute the entire agreement between the parties on the subject hereof, superseding any and all previous communications and negotiations. This offer and any agreement of sale resulting from the acceptance hereof shall be governed by and construed in accordance with the internal laws of the State of Minnesota and the venue for any such litigation shall be McLeod County District Court, McLeod County, Minnesota.
INSPECTION AND ACCEPTANCE. All goods shall be delivered subject to Buyer's right of inspection and rejection. Defective goods or goods which fail to conform in any respect with Buyer's specifications will be held for Seller's instructions, at Seller's risk and, if Seller so directs, will be returned at Seller's expense. If inspection discloses that part of the goods received fail to conform in any respect with Buyer's specifications. Buyer shall have the right to cancel the order for those goods and/or for any unshipped portion of the order. Payment for goods on this order prior to inspection shall not constitute acceptance thereof; and acceptance of the goods by Buyer shall not relieve Seller from any of its obligations and warranties. Seller will also be responsible for reimbursement in full for any goods shipped short in quantity or not meeting Buyer's specification.
SHIPPING INSTRUCTIONS. Buyer shall from time to time change shipping schedules or other shipping data specified in this purchase order or contained in any writing instructions or may direct temporary suspension of scheduled shipments. If Seller, however, for any reason does not substantially comply with Buyer's delivery schedule, Buyer at its option may either approve a revised delivery schedule or may terminate this order without liability to Seller on account thereof.
WARRANTY. In addition to all implied warranties, Seller warrants items supplied hereunder to conform to specifications, to be of highest quality and workmanship and to be free from defects. Seller further warrants that it is aware of the intended use of the items covered in this order and that all articles, material and work delivered by Seller to Buyer are in a suitable condition for such use. Seller will be responsible for damages suffered by Buyer, and will indemnify Buyer against all incurred by Buyer, for damages or injuries to third parties, as a result of breach of this warranty.
UNSPECIFIED PRICE. If no price is specified on this order, the price charged per unit shall be that charged on the most recent purchase of similar goods and or services by Buyer from Seller.
TOOLS, DIES, and SIMILAR EQUIPMENT. All tools, dies, jigs, fixtures, patterns and other equipment necessary for producing items pursuant to this order, the cost of which shall have been paid by the Buyer, shall be its property and shall be used for the production of goods for Buyer only. Seller shall deliver all or any part thereof to Buyer upon demand. Seller at its own expense shall keep the same in working condition and fully insured for the benefit of Buyer at all times while in Seller's possession. Itemized tool lists must accompany all invoices. The Seller hereby grants to the Buyer the option of purchasing, at Seller's unamortized cost, any additional tools which have been produced exclusively for the manufacture of the items covered by this purchase order.
RAW MATERIAL and COMPONENTS. Any raw and/or component parts furnished by Buyer (and not sold to Seller), in connection with this order shall be and remain the property of the Buyer. Seller agrees to keep the same fully insured for the benefit for Buyer, to pay for all such material spoiled by it or not otherwise satisfactorily accounted for, and to execute any documents reasonably deemed necessary by Buyer to protect its ownership interest therein.
CHANGES. Buyer reserves the right at any time to make changes in drawings and specifications as to any material and/or work covered by this order. Any difference in price or time for performance resulting from such changes shall be equitably adjusted and the contract shall be modified in writing accordingly.
CANCELLATION. Buyer shall have the right to cancel this order without cause at any time prior to delivery; and in such event Buyer's liability for cancellation shall be limited to Seller's actual cost for work and materials shall have been expended (solely in connection with this order, and only if Buyer's offer herein has been accepted by return of the acknowledgment copy hereof) before notice of cancellation has been received by Seller.
ADDITIONAL FREIGHT. Additional freight costs resulting from Seller's inability to ship complete order as a single shipment shall be the Seller's responsibility, unless partial shipments are specifically authorized by the Buyer.
FAIR LABOR STANDARDS ACT and OTHER LEGAL COMPLIANCE. By acceptance of this order, Seller certifies that all performance hereunder complies with the provisions of the Fair Labor Standards Act of 1938, as amended, and all administrative interpretations and executive orders issued thereunder, as well as with all other applicable Federal, State, and other laws. Seller must provide before any work begins current certificates of Commercial General Liability, and Workers Compensation and Employers' Liability insurances listing SJF on as Certificate Holder.
LIABILITIES. Vendor shall indemnify, protect, defend and hold harmless SJF Material Handling, Inc., from and against any and all actual or alleged claims, liabilities, losses, damages, injuries, demands, action, causes of action, suits, proceedings, judgements, and expenses arising from or related to the sale or use of vendor's products or services.
Send SHIPPING MEMO with SHIPMENT, CONTENTS, P.O. NO., & COUNT clearly marked on outside of each container.
Attached acknowledgement must be filled out and returned immediately.