Terms & Conditions
This quotation (“Quote”) is an offer by Camcraft, Inc. (“Seller”) to sell the goods and/or services (“Items”) identified on the reverse side of this document. Since the price, quantities, delivery times and other terms set forth on the reverse side of this Quote are based upon the terms set forth below, acceptance of this Quote by Buyer is limited to those terms, conditions and provisions expressly contained in this Quote, and Seller hereby rejects any other terms, conditions and provisions. Acceptance of this Quote by Buyer may be made by signing and returning the attached acknowledgment copy of this Quote or by other express acceptance. If Buyer uses its own forms to accept this Quote, it is understood that such use is for Buyer’s convenience only and that Seller hereby refuses to assent to any terms or conditions contained therein, whether such terms and conditions conflict with or are in addition to those contained herein, and such conflicting and/or additional terms and conditions shall be of no force or effect. This Quote shall expire within thirty (30) days of the date on the reverse side.
Prices and Payment Terms.
Except as otherwise provided on the face hereof, the prices identified herein are only for the specific Item identified and, unless stated otherwise on the face hereof, do not include any state and/or federal sales and use taxes, duties and charges for packing, storing, loading, insurance or transportation. Except as may be set forth on the face hereof, payment is due thirty (30) days from shipment.
Performance and Warranty.
Seller warrants that for one (1) year from the date of Seller’s delivery of the Items hereunder, the Items shall conform to Specifications in the Print and the Purchase Order and any authorized deviations therefrom. Seller disclaims any other warranty.
Risk of Loss.
Unless otherwise set forth on the face hereof, title and risk of loss with respect to the Items shall pass to Buyer upon shipment by Seller.
Inspection – Nonconformity.
If delivered items do not conform to Specifications, Seller agrees to promptly and without expense to Buyer, replace or correct defects in any nonconforming Items.
Seller shall use its best efforts to accommodate changes requested by Buyer in the specifications of the Items. Seller shall within a reasonable time of such request provide an estimate of charges for redundant material, work in process, or both. Buyer agrees to pay the cost of any such changes if it authorizes such changes after reviewing such estimate. Upon a request for changes Seller may immediately stop all work hereunder, and may cause its suppliers and subcontractors hereunder to also cease such work. The cost of any and all tooling changes requested by Buyer shall be borne by Buyer.
Any and all information which either party considers confidential shall be identified in writing as being confidential, either on the document containing such confidential information or, if such information was communicated orally, in a letter identifying such information delivered within twenty (20) days of the oral communication. Each party shall provide such information only to those of its employees who have a need for such information to perform its obligations hereunder, and who have been informed of the requirements of this paragraph and have agreed to be bound by them.
1) Buyer and Seller are independent contractors. This transaction does not create an agency or partnership relationship, and neither one may legally commit the other in any matter.
2) This Quote, and any of Buyer’s duties or rights arising therefrom, is non-assignable and non-delegable by Buyer. Any attempt to subcontract or assign this Quote without Seller’s written consent is void.
3) IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. Seller’s liability for any breach shall not exceed the purchase price for the Item(s) giving rise to the claim. Any action against Seller hereunder must be commenced within one (1) year after the cause of action has occurred.
4) All notices and communications required or permitted to be given to either party hereunder shall be in writing and shall be given by personal delivery, telex, facsimile, or registered or certified mail, postage and fees prepaid, and sent to such address for the party as is set forth on the face hereof. The parties may change such address for notices by written notice to the other in accordance herewith.
5) This document and any other documents referenced on the face hereof by Seller, constitute the entire agreement between the parties on this subject. All other prior representations, negotiations or arrangements on this subject matter are superseded by these terms and shall not form a basis for interpretation of these terms. All amendments to these terms must be agreed to in writing by Seller. Seller may waive performance of any condition, but any waiver by Seller shall not be considered a waiver for succeeding performance. None of Seller’s remedies hereunder are exclusive or intended to limit any other legal or equitable remedies available. If any provision of this Quote is declared invalid by any tribunal or legal authority having jurisdiction, the remaining provisions not so declared invalid shall be enforced to the fullest extent permitted by law, unless the removal of such invalid part shall, in Seller’s opinion, have the effect of materially impairing this Quote.
6) This transaction and all its terms shall be construed in accordance with and all disputes shall be governed by the laws of the State of Illinois, U.S.A., specifically including the provisions of the Uniform Commercial Code, as adopted by that state, and not those of the Convention of the International Sale of Goods. Seller submits to the jurisdiction of the courts located in the counties of Cook or DuPage, State of Illinois, in the event of any proceedings arising from or relating to this Quote.
7) The remedies provided Seller herein shall be cumulative and in addition to any other remedies provided by law or equity. The invalidity in whole or in part of any of the above terms and conditions of sale shall not affect the validity of any other terms and conditions.
8) Buyer will defend, indemnify and hold Seller harmless, from and against all claims, actions, liability, damage, loss and expense (including attorneys’ fees incurred in litigation or because of threatened litigation) arising or alleged to arise from patent, trademark or copyright infringement to the extent that the design of the item and/or use of the trademarked or copyrighted material was directed by the Buyer and Seller had no actual knowledge of such infringement.
9) Buyer shall not be entitled to charge Seller for any cost or expense except as specifically agreed to by Seller in writing. Without limiting the generality of the preceding sentence, Seller shall not be responsible for, and Buyer shall not deduct from any invoice, any fee, chargeback or penalty associated with acceleration or delays in delivery, shortages or overages in quantity, use of “unauthorized” packaging materials or any other similar or dissimilar charge which Seller has not agreed in writing to pay.
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