Philippi-Hagenbuch, Inc.'s (PHIL's) sales are limited to the terms and conditions contained within this document. Note: Our Terms and Conditions of Sale may vary from your conditions of purchase. We cannot be bound by such additional or different terms or conditions of purchase unless we expressly agree to additional or different terms in writing. Otherwise, you agree that our terms and conditions of sale shall become the contract between us. PHIL's quotation is made conditional on your assent to the terms and conditions of sale on both sides hereof, and any goods or services furnished hereunder are furnished on that condition.
The parties agree to binding arbitration of any controversy or claim arising out of or relating to their purchase agreement, which shall be settled exclusively in accordance with the rules of the American Arbitration Association. Any arbitration proceedings shall take place in Peoria, Illinois. The parties knowingly waive their right to jury trial.
This agreement shall be governed by and construed in accordance with the laws of the State of Illinois and in the event any judicial proceedings are commenced to enforce, affirm, or reverse any arbitration decree or for any other purpose, the parties consent to venue and jurisdiction in any court of competent jurisdiction located in Peoria County, IL or the United States District Court for the Central District of Illinois, Peoria Division.
The prices quoted herein are for immediate acceptance and shipment, and may be changed by us after thirty (30) days without notice. Orders based on our quotation and accepted by us within this thirty (30) day period will be invoiced as quoted, provided you place no restriction on our shipping your order within ninety (90) days from the day of our acceptance. We reserve the right to correct any obvious errors in specifications or prices and adjust the prices on any alterations or changes requested or authorized by you after our acceptance of your order.
Any taxes (excise, or use) and duties where applicable which, under any existing or future law, we may be required to pay or collect now or in the future with respect to the sale, purchase, delivery, storage, processing, use, consumption, or transportation of any of the goods or services covered hereunder shall, if not separately shown herein, be added as a separate item to the quoted price and shall be paid by you to us.
Unless otherwise expressly provided herein, payment shall be net on receipt of invoice, due Thirty (30) days from the date of each invoice, without discount. On all past due accounts, interest may be charged at a rate of one and a half (1½%) per month due in advance and added to the invoiced amount at thirty-one (31) days from receipt of invoice. On all past due accounts all discounts will be negated; all collection charges will be added to the cost of the invoices. Payment is to be made in U.S. funds.
Our offer to extend to you a Try and Buy purchase is predicated on our assisting you to install or put into service the goods furnished by us on a trial basis. We will try to provide this assistance within fourteen (14) days of our receiving such goods. If the goods are not installed or put into service within ninety (90) days from your receiving same, for whatever reason, this Try and Buy purchase shall convert to a standard sale with your being held liable for the purchase.
Any delivery schedule indicated herein is based on our present estimate of the time required to complete your order. In the event of any delay in our performance due in whole or in part to any cause beyond our reasonable control, we shall have such additional time for our performance as may be reasonably necessary. We reserve the right to ship in advance of specified shipping date as deemed necessary by our production schedule.
Title and the right of possession to all goods or services and risk of loss will pass to you upon delivery by us to you, your agent or shipping carrier at the point of shipment, no matter how freight is paid. We will not be held responsible for delays of carriers or loss or damage to materials in transit. Claims for loss or damage due to shipment must be filed with the carrier by you the consignee.
There are no warranties which extend beyond the description on the face. All implied warranties, including IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, are excluded.
If any goods received by you are damaged or if the quantities received do not agree with the shipping documents, you shall mark an exception on your receipt to the carrier and shall, within 15 days after receipt, furnish us detailed written information as to any damage or discrepancy. Any action for breach of this contract must be commenced within thirty (30) days of receipt, and no such action may be maintained which is not commenced within such period.
Your exclusive remedy for any breach of contract, breach of warranty, failure or defect as to any goods or services and our only liability for any such breach, shall be replacement or repair of such goods or services, or repayment to you of the purchase price paid by you for such goods or services, whichever such remedy we shall select. In no event will we be liable for incidental or consequential damage.
This contract may be canceled or modified only by written agreement between parties. Orders can only be canceled with our written consent and then only upon such terms as we may agree and which will reimburse us for any and all indirect and direct expenses incurred in regard to such order.
Any clause required to be included in a contract of this type by any administrative regulation having the effect of law, is hereby incorporated herein. This contract is made and entered into the City of Peoria, State of Illinois, United States of America. It is subject to the laws of the State of Illinois.
All knowledge and information that we have disclosed or hereafter disclose to you in connection with furnishing goods or services to you is, unless otherwise specifically agreed to in writing by us, deemed to be confidential and/or proprietary information and shall be treated and governed by the restrictions that normally pertain to sensitive information of this type.
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