TERMS AND CONDITIONS
WE ARE A SUPPLIER ONLY: As a supplier only, we are not subject to subcontractor terms and conditions. The customer is responsible for completeness, accuracy and conformity to their plans and specifications. We will not proceed with orders until all details such as materials, options; colors, etc. are complete and accurate. Compliance certificates for the Buy American Act are available if specifically requested and quoted in advance.
ORDER ACCEPTANCE: All orders must be in writing and are subject to acceptance by Graber Manufacturing, Inc. Waunakee, Wisconsin. No verbal orders will be accepted.
Purchase Order Terms: All terms and conditions of any purchase order, or other writing, issued by the buyer which are inconsistent with, additional to, or different from the terms and conditions set forth here, are null and void. The signing of any such buyer purchase order by Graber Manufacturing, Inc. only indicates the acknowledgement of order.
PRICES: All prices are FOB Graber Manufacturing's factory and are in U.S. dollars unless otherwise indicated on quote. Prices are subject to change without notice. Shipments will be made at prices prevailing at the time of the shipment. All out of state (Non-Wisconsin) taxes are the responsibility of the buyer.
TERMS: Net is due 30 days from date of invoice when buyer is a tax-supported government entity or a company with approved credit. Buyers without approved credit must submit full payment with order. Service charge is 1-1/2% per month on all invoices after 30 days. Graber Manufacturing also honors American Express, Master Card and VISA when placing an order. Credit or Debit cards cannot be used for payment of invoices previously granted 30 day terms. Graber Manufacturing reserves the right to change terms if necessary.
CANCELLATION: Cancellation of orders will not be accepted without prior written authorization. Cancellations are subject to a 30% to 100% charge depending on costs incurred by
Graber Manufacturing, Inc.
at time of cancellation. Special custom orders cannot be cancelled.
RETURNS: Returned product will not be accepted without prior written authorization. A return of standard product is subject to a 30% to 70% restocking charge. Returned product must be received in the same condition as originally shipped and must be shipped with freight charges prepaid by buyer. Special custom product cannot be returned.
FREIGHT: Freight charges as determined by the carrier may be prepaid and added to the invoice if desired. Unless specific instructions are given, shipment is made in the way considered best by Graber Manufacturing, Inc. Shipping weights are approximate.
LOSS OR DAMAGE: Graber Manufacturing is not responsible for loss or damage in transit. Freight carrier is an agent of the customer. Claims must be filed with the carrier. Be sure to note any shortage on the original freight bill before signing and also have the truck driver sign. Be sure to note any damage or marks indicating possible concealed damage on the original freight bill before signing and also have the truck driver sign. Graber Manufacturing will file a claim on behalf of the customer only if damage or loss is claimed within 5 business days after receipt of goods.
SPECIFICATIONS: Graber Manufacturing reserves the right to discontinue or change the design and specification of units, and to ship the revised product without notice when such changes have been made.
DISCLAIMER OF WARRANTIES: THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE BY TRILARY ANY DESCRIPTION OF THE GOODS CONTAINED IN THIS AGREEMENT IS FOR THE SOLE PURPOSE OF IDENTIFYING THE GOODS, IS NOT PART OF THE BASIS OF THE BARGAIN, AND DOES NOT CONSTITUTE A WARRANTY THAT THE GOODS SHALL CONFORM TO THAT DESCRIPTION. NO AFFIRMATION OF FACT OR PROMISE MADE BY THE SELLER, WHETHER OR NOT IN THIS AGREEMENT, SHALL CONSTITUTE A WARRANTY THAT THE GOODS WILL CONFORM TO THE AFFERMATION OR PROMISE. Buyer affirms that he has not relied upon Seller’s skill or judgment to select or furnish goods for any particular purpose, and this sale is made WITHOUT ANY WARRANTY BY SELLER THAT THE GOODS ARE SUITABLE FOR ANY PARTICULAR PURPOSE.
DIRECTIONS FOR USE: Due to the potential of misuse of the goods sold under this agreement, it is agreed that our products must be installed as manufactured.
A. Modifications of Products: Any modification that becomes necessary must be designed by a qualified engineer and performed in accordance with his design and under the engineer’s supervision. Graber Manufacturing cannot be responsible for the structural integrity of the product or for any costs incurred in modifications performed without our written approval.
B. Errors and Corrections: Errors in construction and design on the part of Graber Manufacturing must be reported immediately. Graber Manufacturing must be given sufficient time to inspect the product and correct any problem before the products are corrected or installed at the project site. Charge backs will not be accepted for products that are corrected without allowing Graber Manufacturing the opportunity to make the corrections itself or without specific written approval of Graber Manufacturing.
CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR SPECIAL, INCIDENTIAL, CONSEQUENTIAL OR PUNATIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGE TO OTHER PROPERTY CAUSED BY ANY DEFECT IN THIS PRODUCT. INCONVENIENCE, LOSS OF GOOD WILL, LOST PROFITS OR REVENUE, LOSS OF USE OF THIS PRODUCT, COST OF SUBSTITUTIVE PRODUCTS OR MODIFICATIONS, DOWNTIME COSTS, OTHER EQUIPMENT COSTS OR CLAIMS OF ANY PARTY DEALING WITH PURCHASER FOR SUCH DAMAGES, RESULTING FROM THE USE OF THIS PRODUCT, OR ANY OTHER LEGAL THEORY.
AUTHORITY OF SELLER’S AGENTS: No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty concerning the goods sold under this agreement, and unless an affirmation, representation or warranty made by an agent, employee or representative is specifically included within this written agreement, it has not formed a part of the basis of this bargain and shall not in any way be enforceable.
MODIFICATIONS: This agreement can be modified or rescinded only by writing signed by both of the parties or by duly authorized agents.
INTERPRETATION - PAROL EVIDENCE: This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this agreement the definition contained in the code is to control.
WAIVER: No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party.
TIME FOR BRINGING ACTION: Any action for breach of this contract must be commenced within 2 years after the cause of action has accrued.
APPLICABLE LAW: This agreement shall be governed by Wisconsin Law and the Uniform Commercial Code. Wherever the term “Uniform Commercial Code” is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Wisconsin as effective and in force on the date of this agreement.
PLACE OF SUIT/VENUE: Any suit under this contract shall be in the Circuit Court of Dane County, Wisconsin.
ACCEPTANCE: Acceptance of this offer must be made on its exact terms and if additional or different terms are proposed by Buyer no contract shall come into existence without offerer’s assent to the counteroffer.