Terms and Conditions
Latest version: Updated 08/26/2023
THIS ORDER IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS PRINTED HEREOF, WHICH INCLUDE, PROVISIONS DISCLAIMING AND EXCLUSING LIABILITY FOR CONSEQUENTIAL DAMAGES, EACH OF WHICH BUYER AGREES TO BY ACCEPTANCE OF THIS ORDER. ONLY SUCH TERMS AND CONDITIONS SHALL CONSTITUTE THE AGREEMENT BETWEEN THE PARTIES.
TERMS AND CONDITIONS
The following terms and conditions apply to all sales orders:
1. AGREEMENT. By ordering or accepting the goods or services described herein, Buyer agrees to the terms and conditions set forth herein and in any attachments hereto, none of which may be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of Seller and delivered to Buyer. Any different or additional terms in Buyer’s acknowledgement, purchase order or other document of Buyer are hereby rejected, notwithstanding any terms or conditions that may be contained in such acknowledgement, purchase order or other document of Buyer and notwithstanding Seller’s act of shipping goods or similar act of Seller. If this offer shall be deemed an acceptance of a prior offer by seller, such acceptance is expressly conditioned on Seller’s written assent to any additional or different terms contained herein. Acceptance of orders and deliveries hereunder, are at all times subject to the approval of Seller’s President at Marshfield, Wisconsin.
2. TERMS OF PAYMENT. Unless Buyer and Seller agree to terms other than those specified herein payment will be made in U.S. Dollars in Marshfield, Wisconsin within thirty (30) days after the date of the availability of all or any portion of the goods for shipment or, if applicable, at such other time as shall be specified pursuant to Buyer’s written instructions which are agreed to in writing by Seller, or, if applicable, on the exact dates specified in any invoice and/or payment schedule agreed to by Seller. A monthly interest charge at the rate of one and a half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate allowed by law, whichever is less, will be assessed on all past due payments. The acceptance of any order of specification and terms of payment on all sales and orders is subject to approval of Seller, and Seller may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or security or upon terms and conditions satisfactory to Seller.
3. TITLE: Except on goods sold pursuant to a conditional sales contract, all goods delivered from Seller, on any sale resulting from this quotation shall be complete, and title shall pass upon actual delivery at the place where the Buyer receives possession of the goods, and on all direct shipments from Seller’s suppliers shall be complete, and the title shall pass at the place from which shipment is made.
4. LATE PENALTY. All unpaid items will be charged a 1 ½% per month late penalty beginning one month following delivery of shipment, such charges not to exceed the maximum charge permitted by law.
5. CANCELLATION BY BUYER. Buyer shall have the right to cancel or suspend all or any undelivered or unexecuted portion of this offer to sell. Buyer is responsible for paying Seller the cost of including but not limited to tooling, material, labor, engineering, manufacturing, transportation/shipping that has been applied to the delivered or undelivered, executed portion of the offer to sell; whether it has been delivered or executed in full or partial. Valuation of cost is up to the sole discretion of Seller.
6. FORCE MAJEURE. Failure of Seller to deliver hereunder, or delay in making shipments, if occasioned by fire, explosion, flood, earthquake, war, riots, insurrection, civil disturbance, accident, storm, interruption or delay in transportation, shortage, strike or other labor dispute, breakage of equipment, inability to obtain materials and supplies, acts of government, any act of God, or any other causes of like or different character beyond Seller’s control shall not subject Seller to any liability to Buyer.
7. BUYER’S DUTY TO INSPECT. Buyer must immediately inspect and perform any necessary tests to all goods for shortages, conformity with order and defects prior to any use by Buyer or Buyer’s customer(s). If goods appear not to conform to the contract between Buyer and Seller, Buyer shall discontinue their use and immediately notify Seller of such condition and afford Seller a reasonable opportunity to inspect the same. Claims for shortage or deductions for erroneous charges must be presented within thirty (30) days after receipt of the goods or they will not be allowed. No goods will be taken back and credited or replaced unless arrangements for return have been made with Seller. Seller may, at its option, replace or fix those products proven defective or allow credit for an amount not exceeding the sum of the original purchase price thereof.
8. DISCLAIMER OF WARRANTIES. Seller warrants only that the goods or services are as described herein, but no other express warranty is made. If any model or sample was shown to Buyer, such model or sample was used merely to illustrate the general type and quality of goods and not to represent that the goods would necessarily conform to the sample or model. THE GOODS SOLD UNDER THIS AGREEMENT ARE PURCHASED BY BUYER “AS IS” AND “WITH ALL FAULTS” AND SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. BUYER ACKNOWLEDGES THAT IT ALONE HAS DETERMINED THAT THE GOODS PURCHASED HEREUNDER WILL SUITABLY MEET THE REQUIREMENTS OF THEIR INTENDED USE. Hastreiter Industries Corp. assumes no liability for engineering failures such as during testing or regular use. The customer assumes full cost of damages, modifications, or rework resulting from assembly or component failure and agrees to pay for the assembly or components in full.
9. LIMITATION OF SELLER’S LIABILITY. SELLER’S LIABILITY FOR ANY LEGAL CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE AND STRICT LIABILITY, WHETHER SOLE OR CONCURRENT) OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, REPLACEMENT OR USE OF THE GOODS OR SERVICES SOLD BY SELLER HEREUNDER SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF SUCH GOODS OR SERVICES AND ALSO SHALL BE LIMITED TO, AT SELLER’S OPTION, REPLACING OR REPAIRING OR ISSUING A CREDIT OR REFUND FOR THAT PART OF THE PURCHASE PRICE OF SUCH GOODS OR SERVICES WHICH IS ALLOCABLE TO THE PART OR PARTS OF THE GOODS OR ANY SERVICES RELATED THERETO WHICH GIVE RISE TO SUCH CLAIM. SELLER SHALL HAVE NO LIABILITY FOR ANY COSTS OR EXPENSES OF DISASSEMBLY, REMOVAL, REASSEMBLY OR REINSTALLATION OF ANY DEFECTIVE, REPAIRED OR REPLACEMENT GOODS OR OF FINISHING THE REINSTALLATION THEREOF. GOODS RETURNED TO SELLER FOR WHICH SELLER ELECTS TO PROVIDE REPAIRED OR REPLACEMENT GOODS UNDER THIS SECTION 9 SHALL BECOME THE PROPERTY OF SELLER.
10. ENFORCEMENT OF TERMS; NO WAIVER. Any forbearance or failure of Seller to enforce any provisions of these terms and conditions or to exercise any right arising from any default of Buyer hereunder shall not affect or impair Seller’s rights, and no such forbearance or failure shall be construed as a waiver of Seller’s rights to act or to enforce each and every such provision.
11. DEFAULT. If Buyer fails to fulfill the terms of payment on any order, Seller may defer further shipments, including from other purchase orders from Buyer, until such payments are made, or may at its option, cancel the order Seller reserves the right, even after partial shipment on account of any order, to require from Buyer satisfactory security for performance of Buyer’s obligations, and refusal to furnish such security will entitle Seller to suspend shipments until such security is furnished and, at Seller’s option to cancel the order.
12. PRICES AND TAXES. Unless and only to the extent otherwise specifically agreed by Seller, all prices for goods are exclusive of any charges for packaging, shipping, technical advice, or other necessary services incidental to Seller’s performance hereunder. All prices are exclusive of any applicable present or future domestic or foreign federal, state or local manufacturer’s, retailer’s, occupation, sales, use, excise or other similar taxes, duty, custom, inspection or testing fees, or any other taxes, fees, or charges of any nature whatsoever which may be imposed by any governmental authority on or which are measured by this transaction between Buyer and Seller. All such taxes shall be borne by Buyer and will promptly be paid by Buyer to Seller upon submission of Seller’s invoices.
13. CONFLICT WITH APPLICABLE LAW; SEVERABILITY. No term or condition herein shall be effective or binding to the extent that it may be illegal or require an illegal action. If any provision of these terms and conditions shall be judged by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such adjudication shall not affect or modify any other provision of these terms and conditions and the effect thereof shall be confined to the provision as to which such adjudication is made.
14. GOODS AND SERVICES. The terms and conditions contained herein shall be applicable to sales of goods only, to mixed sales of goods and services (regardless of which factor predominates), and to sales of services only and, in either of the latter two cases, the term “goods” or “product” as used herein shall be construed as including all services rendered hereunder, unless and only to the extent that the context clearly indicates otherwise.
15. MODIFICATION. No agreement or understanding in any way modifying the conditions of this order shall be binding upon Seller unless made in writing and approved by Seller. Extras will be paid for only on the prior written order of Seller.
16. ENTIRE AGREEMENT. This order, together with any attached specifications and drawings, constitutes the entire final written agreement between the parties and is a complete and exclusive statement of all of the terms of such agreement.
17. ASSIGNMENT. This order and Buyer’s duties hereunder may not be delegated or assigned by Buyer without Seller’s written consent, and any assignment attempted without such consent shall be null and void and shall effect, at Seller’s option, a cancellation of all of Seller’s obligations hereunder. Seller may assign this order and its interest therein to any affiliated corporation, or to any corporation succeeding to Seller’s business without the consent of Buyer.
18. GOVERNING LAW; FORUM AND JURISDICTION . This Offer to Sell shall be governed and construed according to the internal laws of the State of Wisconsin without regard to conflict of laws principles and shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Seller and Buyer hereby agree that any legal action deemed necessary by either party to this Offer to Sell shall solely and exclusively be brought in the Circuit Court in and for Wood County, Wisconsin and hereby consent to the personal jurisdiction of such court in any such action over the parties hereto. If, contrary to the provisions of this Section 16, Buyer commences any legal action involving this Offer to Sell or the goods provided or services rendered hereunder in any forum other than that specified above, Seller shall be entitled to the dismissal of such action based upon the agreement of the parties contained in this Section 18. THIS PROVISION SPECIFICALLY EXCLUDES VENUE AND JURISDICTION IN ANY OTHER STATE OR FEDERAL COURT.