Terms and Conditions

"Salco" as used in this agreement shall be deemed to include Salco Products, Inc. whenever necessary or appropriate to affect the intent of this agreement.

1. Prices quoted are for acceptance within thirty (30) days.

 

2. Terms of payment are not contingent on the requested and scheduled deliveries or modifications of these deliveries by "Salco."

 

3. Orders placed herein are non-cancelable without the agreement of "Salco."

 

4. All modifications of any orders shall be in writing.

 

5. Until "Salco" receives payment in full of the price for any material purchased, "Salco" shall retain a security interest in said material and, at its option, without any further agreement or signature of the Purchaser, "Salco" shall be authorized to file a security interest in accordance with provisions of the Uniform Commercial Code. So long as "Salco" retains a security interest in said material, the Purchaser shall maintain the material in good condition and free from other liens and encumbrances. In addition, "Salco" may avail itself of any and all legal remedies afforded to it either by the Uniform Commercial Code or at law or equity through a court of competent jurisdiction. Further, "Salco" shall charge interest on any unpaid balance on invoices beyond terms of payment at three (3%) percent over prime per month.

 

6. All orders contained herein are not assignable by Purchaser without permission from "Salco."

 

7. In the event of conflicts between the terms of this "conditions of sale" and terms, purchase orders, documents, memoranda, or paperwork between the parties herein, the terms of "conditions of sale" shall prevail.

 

8. The waiver by "Salco" of any breach or violation of any provisions of this "conditions of sale" shall not operate or be construed as a waiver of any subsequent or other terms and conditions herein.

 

9. The terms of this agreement shall be binding upon and inure to the benefit of, and shall be enforceable by, the successors, assignees, and transferees of the parties hereto, the holders of any additional shares issued by the companies and the assignees and the transferees of any holders from time to time of any of the shares of the companies.

 

10. In the event of breach of any of the terms of the "conditions of sale" herein by the Purchaser, the Purchaser shall pay and be responsible for any and all costs of enforcement of these terms incurred by "Salco" including but not limited to attorney's fees, court costs, and other reasonable expenses related thereto. In the event "Salco" is compelled to exercise any of the enforcement options herein due to non-payment by Purchaser, all of these options may be exercised cumulatively or separately at the sole election of "Salco." In addition, "Salco" may elect to terminate this agreement as part of its remedies, and if that occurs, Purchaser's obligation to pay for material received is not relieved due to said election.

 

11. "Salco" is allowed to make reasonable substitution of material as deemed appropriate by "Salco."

 

12. Prices quoted are those now in effect. "Salco" reserves the right to bill at the prices it has in effect at time of shipment.

 

13. When delivered prices are quoted, they are based on freight rate to Purchaser's delivery point now in effect. Should rate be changed, the increase or decrease will be for Purchaser's account.

 

14. Any sales or use tax which may be imposed upon the sale or use of the material, or any excise or license tax measured or required by this transaction, whether or not the law imposing such tax is now in effect, shall be in addition to the purchase price herein specified and shall be paid by Purchaser. If such tax is paid by "Salco," Purchaser shall reimburse "Salco" upon presentation of invoice.

 

15. All orders are subject to acceptance by authorized officials at "Salco's" offices in Lemont, Illinois, and Tomball, Texas.

 

16. All material furnished by "Salco," excluding hatch covers but including hatch cover hardware, is guaranteed by manufacturer against failure caused by defective material and/or workmanship only. The extent of manufacturer's obligation hereunder is to either repair or replace F.O.B. its works or the defective part within twelve (12) months after date of delivery. No allowance will be granted for repairs or alterations made by the Purchaser without the manufacturer's written approval. The guarantee shall not be construed to cover the cost of any work done by the Purchaser on material furnished by manufacturers. Product failure and written notification must be made within one (l) year of delivery date. "Salco" must receive written notification within thirty (30) days of the discovery of the failure, or "Salco" will not perform under this warranty. The liability of "Salco" under this warranty shall be limited to the replacement of any goods or refund of the original purchase price paid, at "Salco's" option. Any other claim for damages hereunder, including any claim by a Purchaser for consequential damages, is hereby expressly waived by the Purchaser. THE ABOVE WARRANTY IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Any other materials tendered, sold, or otherwise conveyed, excluding hatch covers but including hatch cover hardware, are conveyed "as is" without any express or implied warranties or representations of any kind. The sole exclusive remedy of the Purchaser with regard to the materials herein would be for the return of the material and refund in the event the product was in violation of the express limited warranty. "Salco" is not liable for any third-party liability, including but not limited to the loss of business, profit, or other economic or incidental, indirect, or consequential damages to third parties as a result of the performance of this product.

 

17. All hatch covers furnished by "Salco" are guaranteed by manufacturer against failure caused by defective material and/or workmanship only. The extent of manufacturer's obligation hereunder is to either repair or replace, F.O.B. its works for hatch covers (cover and gasket only), within thirty-six (36) months after date of delivery. No allowance will be granted for repairs or alterations made by the Purchaser without the manufacturer's written approval. The guarantee shall not be construed to cover the cost of any work done by the Purchaser on material furnished by manufacturers. Manufacturer shall not be liable, in any event, for any special, indirect, or consequential damages. THE ABOVE WARRANTY IS IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The sole exclusive remedy of the Purchaser with regard to the materials herein would be for the return of the material and refund in the event the product was in violation of the express limited warranty. "Salco" is not liable for any third-party liability, including but not limited to the loss of business, profit, or other economic or incidental, indirect, or consequential damages to third parties as a result of the performance of this product.

 

18. "Salco's" obligations with respect to deliveries are subject to delays and/or defaults in delivery caused by fires, accidents, explosions, labor troubles, acts of the government, including embargoes, priorities and allocations, war and war conditions, acts of God, delays or defaults by subcontractors or suppliers or material, transportation difficulties or other like or unlike causes beyond "Salco's" reasonable control. "Salco" is not responsible for any consequential damages suffered by the Purchaser in relation to non-performance due to the conditions herein.

 

19. Any contract for the sale of material offered shall be governed by and construed according to the laws of the State of Illinois, United States of America.

 

20. The Purchaser may cancel its order only upon written notice and payment to "Salco" of reasonable and proper cancellation charges. Purchaser shall pay to "Salco" the costs incurred for any special-order activities despite Purchaser's cancellation and "Salco's" acceptance of the returned material. Purchaser must obtain "Salco's" permission before any goods will be considered or accepted for return. Materials may not be returned without a return goods authorization (RGA) from "Salco's" Sales Department. All transportation charges must be prepaid by Purchaser. Returned goods are subject to "Salco's" inspection and approval. If a return is approved, a twenty percent (20%) restocking charge will be applied. Products which have been used, specialty manufactured products or modified regular products are not returnable. "Salco" does not accept the return of products after ninety (90) days. Products must be in new and resalable condition. Purchaser acknowledges irrevocable acceptance of products after ninety (90) days.

 

21. Purchaser will hold harmless and indemnify "Salco" with regard to patent infringement action brought by any third parties that involves the utilization of material sold in this transaction.

 

22. "Salco" has the right to terminate this agreement in the event that Purchaser defaults on any obligations in this agreement, including but not limited to Purchaser's indication of insolvency or inability to pay debts as they become due as a result of Purchaser's bankruptcy, assignment for benefit of creditors, or other similar activities.