Prices are as specified in APSX, LLC.’s quotation to Buyer and do not include federal, state or local taxes imposed on the products or its sale or use; such taxes, if any, shall be borne by Buyer. Except as otherwise agreed to in writing by the parties, prices are subject to change without notice.
Delivery of the machines and related products shall be as specified in APSX, LLC.’s Quotation/Proposal to Buyer. APSX, LLC. will use all reasonable diligence to meet the schedule dates for shipment and delivery, but cannot guarantee any delivery or completion date. APSX, LLC. shall not be liable for any loss, damage, expense or charge of any kind resulting from delay in delivery or shipment without written consent from the APSX, LLC.
Buyer shall require its employees to use all safety devices, guards and proper safety operating procedures as set forth in user manuals furnished by APSX, LLC., as well as pursuant to applicable law. Buyer shall not remove or modify any such device, guard or sign of any products provided by APSX, LLC. It is Buyer’s responsibility to provide all the means that may be necessary to effectively protect all of its employees from serious bodily injury which otherwise may result from the method of particular use, operation, set-up or service of the product. It is Buyer’s responsibility to provide proper training to each employee using the machine or to use only employees who are sufficiently experienced in the use and operating of such machine. It is the responsibility of Buyer to comply with any and all national and local codes, including OSHA. If Buyer fails to comply with the provisions of this paragraph or the applicable standards or regulations mentioned, Buyer shall indemnify and save APSX, LLC. harmless from and against any and all claims, losses or damages arising therefrom.
Any APSX LLC product or part under normal operating conditions in Buyer’s facilities thereof, proves defective in material or workmanship, as determined by our inspection, within 12 months from the delivery date will be replaced or repaired as follows: (i) during the first 90 days of such warranty period, any such repair or replacement shall be free of charge to Buyer, and (ii) during the balance of such warranty period (beyond the first 90 days), any replacement part will be installed without charge for the part itself but Buyer shall be responsible for shipping costs incurred for repairing, installing, servicing or handling either defective or replacement products or parts. This warranty is contingent upon the following conditions: that we promptly receive notice of the defect; that Buyer establishes that the product has been properly installed, maintained, and operated within limits of related and normal usage as specified by us; and that, upon our request, Buyer will return to us the defective product or part thereof. Buyer, upon its request, must bear any freight charges.
Any computer program or programming manual (software materials) which, under normal operating conditions in Buyer’s facilities, proves defective, as determined by our inspection, within 90 days from the delivery date will be corrected by us.
Normal usage shall mean use consistent with standard industry practice, within rated capacities, at correct voltage, under the proper installation and operation procedures, with normal preventive maintenance, and in accordance with the applicable APSX, LLC.‘s user and operating manuals.
The warranty for parts is subject to verification and inspection of any actual defect by return of the part to APSX, LLC. (which shall require APSX, LLC.’s prior return authorization). If APSX, LLC. directs return of the part, Buyer has thirty (30) days following APSX, LLC.’s shipment of a replacement part to return the item claimed to be defective. APSX, LLC. reserves the right to debit Buyer’s account for the cost of any replacement product (plus applicable shipping charges) and any diagnosis beyond original machine start-up where either i) the returned item(s) are found not to be defective, or ii) the defective item(s) is/are not returned within the required thirty (30) day period. Parts replaced or repaired under the terms of this warranty are covered for the remainder of the new machine warranty period but no less than 30 days from the date upon which the repair/replacement was completed.
APSX, LLC. warranty coverage does not activate until the product is paid in full.
Limitation of Remedies and Liabilities
Under no circumstances shall APSX. LLC. and the company owners have any liability whatsoever for incidental or consequential damages howsoever caused or arising (including contract, negligence, strict liability or otherwise), such as, but not limited to, loss of profit or revenue, loss of use of product, or software materials, cost of capital, cost of replacement equipment, claims resulting from contracts between Buyer and its customers and/or suppliers, or claims that the warranty failed of its essential purpose.
EXCLUSION OF WARRANTIES
The warranties to repair or replace defective products or parts or to correct software materials and any additional warranty expressly stated to be a warranty and set forth in writing as part of these terms herein are in lieu of all other warranties, express or implied, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose.
Machine modifications, installation of parts other than original APSX, LLC. parts that are not approved in writing by APSX, LLC. or use of unsuitable raw materials by Buyer in the production of product void the terms of this warranty.
Non-compliance with the requirements contained in the operating and maintenance manuals, including following proper operating instructions, improper maintenance or deficient training of operating and maintenance personnel void the terms of this warranty.
The warranty for control software is limited to defects which make it unsuitable for the original intention of the software and does not extend to revisions or enhancements.
The conditions of actual production in each end user’s facility vary considerably. Therefore, descriptions of the production or performance capabilities of any product or software materials are estimates only and are not warranted. Since performance and production capabilities when given for the Products or any part thereof, including software material, are APSX, LLC.‘s best estimates based on APSX, LLC.’s understanding of tooling, mold material, accessory and other factors, not within APSX, LLC.’s control, APSX, LLC. assumes no responsibility for the Product’s failure to meet any such estimate.
Purchase orders are not subject to cancellation or deferment of shipment by the Purchaser unless APSX, LLC. is indemnified against loss resulting therefrom. The Buyer shall be responsible for any warehouse, re-stocking, storage, interest charges, legal or other charges resulting from cancellation or deferment of shipment. Notwithstanding anything to the contrary contained herein, Buyer may make changes in the scope of a Purchase Order, and make changes in the method of shipping or packaging and place or time of delivery, by written communication. If any change affects the Purchase Price or delivery schedule for the products, an equitable adjustment to the affected Purchase Price or delivery schedule shall be made if APSX, LLC. makes a written claim for such adjustment within seven (7) days from the date Buyer notifies APSX, LLC. of the change and Buyer agrees in writing to said adjustment.
Unless otherwise expressly provided on APSX, LLC.'s Invoice or in APSX, LLC.'s written Quotation applicable hereto, payment terms are Due on Receipt of invoice before the shipment. No cash discount is provided. Government and educational institutions may be qualified for Net Payment Terms at APSX, LLC. discretion. Buyer acknowledges that APSX, LLC. shall have the right to determine Buyer's credit limit and to change payment terms from time to time at APSX, LLC.'s discretion. In the event Buyer exceeds its credit limit, foils to make payments when due or otherwise defaults or commits a breach hereunder, APSX, LLC. shall have the right, without prior notice, to suspend credit, delay shipment, alter the terms of payment, cancel any orders, demand cash payment or return of Goods and/or pursue any other remedies available at law or in equity all of the foregoing being cumulative. APSX, LLC. shall charge two percent (2%) per month on overdue accounts and shall impose customary administrative, restocking or other charges in connection with any Goods canceled, reassigned or rescheduled pursuant hereto. The cost of bank and other fees and charges in connection with letters of credit and related documentation shall be for the account of Buyer. In the case of partial shipments, pro-rated payments shall become due on each shipment in accordance with the payment terms set forth herein.
APSX, LLC. shall not be liable for delays in delivery or for failure to manufacture due to causes beyond its reasonable control, including but not limited to acts of God, acts or omissions of Buyers acts or omissions of any civil or military authority, fire, terrorism, strikes, delays, losses or damage in transportation, and inability to obtain necessary materials. In the event of any such delay, Buyer agrees that the date of delivery shall be extended for a period equal to the time lost by reason of the delay without penalty to APSX, LLC.
Neither party may assign this agreement without the written consent of the other party, except that we may assign this agreement to a third party that acquires substantially all of our assets or we may assign the flow of funds arising out of this agreement.
This agreement shall be governed by and constructed in accordance with the laws of the State of Ohio.