The following terms and conditions apply to all orders.

 

  1. Buyer's purchase is limited to and expressly conditioned upon these terms and conditions contained in Seller's quotation, order and/or order acknowledgement form. Any order received by Seller shall be construed as a written acceptance of Seller's offer to sell and shall be filled in accordance with the terms and conditions of sale set forth herein. Additional or conflicting terms in Buyer's acceptance are expressly objected to and shall not be deemed accepted by Seller unless Seller's acceptance is in writing and specifically refers to each such additional term or condition. Upon Buyer's acceptance of Seller's offer, this order is not subject to cancellation or withdrawal by Buyer. 
     
  2. The title to and right to repossession of the goods covered by this order are reserved by Seller until all sums owing by Buyer to Seller hereunder are paid in full in cash. If the price is not paid when due, the Seller may repossess the goods and exercise the rights and remedies of a secured party under the Uniform Commercial Code, in addition to all other rights and remedies Seller may have. 
     
  3. In no event shall the Seller be liable for special, incidental or consequential damages including, but not limited to, loss of profits or revenue, loss of goods, cost of capital, goods, facilities or services, down time costs, or claims of customers of the Buyer for such damages. No action arising out of any claim under this agreement may be brought by Buyer against Seller more than two (2) years after the date hereof. Seller shall not be responsible or liable for any loss, damage, non-delivery or delay in shipment, caused or occasioned by acts of God, fire, strikes, civil or military authority, insurrection or riot, failure of a vendor or manufacturer to make timely delivery of the goods or any part thereof, the requirements of any statute, order or directive of any governmental authority or, without limiting the generality of the foregoing, by any other cause which is unavoidable or beyond Seller's reasonable control. 
     
  4. All goods are sold f.o.b. factory and-or Seller's warehouse plus manufacturer's and Seller's packing, handling and service charges and plus the freight or other transportation charges from the factory to Seller's warehouse. Risk of loss shall be on Buyer from shipping point. The Buyer agrees to pay or reimburse the Seller for any and all sales, use or excise taxes, whether imposed by federal, state or local laws, which Seller may be required either to pay or to reimburse others by reason of the manufacture, purchase, sale or use of any goods delivered hereunder. Buyer shall make all remittances payable to Hamilton Equipment, Inc., Ephrata, PA or to its factoring agent when so designated on invoice. 
     
  5. Items ordered and accepted without specified prices shall be billed by Seller and be paid for by Buyer at the current list price of Seller for said items on the day of shipment. 
     
  6. Inasmuch as Seller desires to furnish to Buyer the proper goods ordered hereby the Seller reserves the right to revise this order and contract by additions or deductions, when such revision in the sole judgment of the Seller is deemed necessary by Seller for the operation of the goods or to correct any omissions or errors made in the ordering thereof for said purpose, provided that such revision shall not result in a price change of this order and contract of more or less than five per centum from the specified total price. 
     
  7. Providing this order specifies a shipping date of more than thirty days after the date of this order, then this order is subject to the prices in effect at the time Seller makes shipment. 
     
  8. Any error in prices, discounts, multiplication, subtraction, or addition in this order as written shall be corrected by the Seller and the difference between the correct and incorrect total amount shall be added or deducted by the Seller as the case may be, without affecting the validity of this order. 
     
  9. The within quotation and delivery date are based upon contracts we have entered into in which our suppliers have agreed to sell us these goods, which expressly provide that both price and delivery date to us, are tentative, being based on emergency conditions beyond their control such as government regulations. The fulfillment of the within contract is therefore expressly dependent and conditional upon the fulfillment of our buying contracts. 
     
  10. Buyer is not required to maintain any stock of goods or parts for any reason. 
     
  11. Seller may, at any time or times, suspend performance of any order or require payments in cash, security or any other adequate assurance satisfactory to Seller when, in Seller's opinion, the financial condition of Buyer or other grounds for insecurity warrant such action. 
     
  12. This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. The parties agree that any claim or controversy arising from or relating to this agreement, directly or indirectly, may be litigated only in the State and Federal Courts located in the Commonwealth of Pennsylvania and the parties hereby consent to be subject to the jurisdiction of such courts. 
     
  13. No offset, back charge, claim or deduction of any kind shall be withheld from any amount owed by Buyer or Seller without the written consent of an officer of Seller. All amounts owed by Buyer to Seller shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is less, from due date. Buyer shall reimburse Seller for all cost of collection accrued by Seller, including without limitation, reasonable attorney fees. Any monies received by Seller from Buyer may be applied by Seller to any of Buyer's open accounts in any manner that Seller may determine. 
     
  14. Unless otherwise noted on the quotation, order or order acknowledgement, payment terms are as follows: Due 10th or 25th of month, net 11th or 26th.