Page 1 - Terms

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ALL QUOTATIONS ARE MADE AND ALL
ORDERS ARE ACCEPTED BY MARATHON
SPECIAL PRODUCTS CORPORATION SUBJECT
ONLY TO THESE TERMS AND CONDITIONS.
1. MODIFICATIONS OF SALES TERMS
Any Terms and Conditions contained in any
purchase order or other form of communication from
Marathon’s customers which are additional or differ-
ent from these Terms and Conditions shall be deemed
rejected by Marathon unless expressly accepted in
writing by Marathon. In general, no modification,
amendment, waiver or other change of any of these
Terms and Conditions and those contained on the
reverse side hereof and/or in attachments hereto
(“Terms and Conditions”), or of any of Marathon’s
rights or remedies thereunder, shall be binding on
Marathon unless expressly accepted in writing by
Marathon’s authorized officers at Marathon’s home
office. No course of dealing, usage of trade or course of
performance shall be relevant to explain or supple-
ment any of these Terms and Conditions. In cases
of conflict between the Terms and Conditions printed
on this page and those contained on the face side
or in attachment hereto, the latter shall control. If
any document issued by any party hereto is sent
by facsimile or another form of electronic docu-
ment transmission, the parties hereto agree that (a)
the copy of any such document printed on the
facsimile machine or printer of the recipient thereof
is a counterpart original copy thereof and is a “writ-
ing”, (b) delivery of any such other form of electronic
document to the recipient thereof by facsimile or
such other form of electronic document transmission
is authorized by the recipient thereof and is legally
sufficient for all purposes as if delivered by United
States mail, (c) the typewritten name of an authorized
agent of the party sending such document on any such
document is sufficient as a signature thereon and
behalf of such party and the intent of such signature
is to authenticate the writing, and (d) an electronically
stored and reproduced copy of any such document
shall be deemed to be legally sufficient evidence of the
terms of such document for all purposes.
2. ACCEPTANCE OF ORDERS
Acceptance by Marathon of Buyer’s purchase
order(s) is expressly conditioned upon Buyer’s assent
to these Terms and Conditions. Buyer will be deemed
to have assented to such Terms and Conditions
unless Marathon receives written notice of any objec-
tion within fifteen (15) days after Buyer’s receipt of this
form and in all events prior to any delivery or other
performance by Marathon of Buyer’s order.
3. QUOTATIONS
Quotations by Marathon shall be deemed to be
offers by Marathon to sell the equipment described
therein subject to these Terms and Conditions, and
acceptance of such offers is expressly limited to
acceptance by Buyer of all of these Terms and
Conditions within thirty (30) days from the date of the
quotation. Purchase orders submitted by Buyer for
the equipment quoted by Marathon shall be subject to
and will be deemed to constitute acceptance of these
Terms and Conditions. All purchase orders will be
subject to approval by Marathon at Marathon’s home
office.
4. PRICES: PRICE CHANGES
All prices are net F.O.B. shipping point and are
subject to change without notice. In the event of a
change in Marathon’s prices, the price for equipment
unshipped will be the price in effect on the date of
shipment.
If Marathon’s quoted price was based on delivery
to and acceptance by Buyer of a specified quantity of
equipment, such price shall be subject to adjustment
if Buyer does not accept the quantity at the times
specified in Marathon’s quotation, and Buyer will be
invoiced at Marathon’s standard price without quantity
discounts, if any, for the quantity of equipment actually
accepted by Buyer.
5. TAXES
In addition to any prices, Buyer shall pay the
amount of any present or future manufacturer’s tax,
retailer’s occupation tax, use tax, sales tax, excise tax,
duty, custom, inspections or testing fee, or any other tax,
fee or charge of any nature whatsoever imposed by any
government authority, on or measured by the transac-
tion between Marathon and Buyer. In the event Marathon
is required to pay any such tax, fee or charge, Buyer
shall reimburse Marathon therefor, or, in lieu of such
payment, Buyer shall provide Marathon at the time the
order is submitted with an exemption certificate or other
document acceptable to the authority imposing such tax,
fee or charge.
6. TERMS OF PAYMENT
All orders are subject to the approval of Marathon
at its home office. Terms of payment are cash in full
no later than thirty (30) days from date of shipment,
without discount. If, during the period of performance
of an order, the financial condition of Buyer is deter-
mined by Marathon not to justify the terms of payment
specified, Marathon may demand full or partial pay-
ment in advance before proceeding with the work, or
satisfactory security or guarantees that invoices will
be promptly paid when due, or, at its option without
prejudice to other lawful remedies, may defer deliv-
ery or cancel this contract If delivery is deferred, the
equipment may be stored as provided in Section 9
hereof and Marathon may submit a new estimate of
cost for completion based upon prevailing conditions. If
Buyer defaults in any payment when due, or in the event
any voluntary or involuntary bankruptcy or insolvency
proceedings involving Buyer are initiated by or against
Buyer, then the whole contract price shall immediately
become due and payable upon demand, or Marathon,
at its option without prejudice to its other lawful
remedies, may defer delivery or cancel this contract
Prorata payments shall become due as shipments
are made. If shipments are delayed by the Buyer for
any cause, payments shall become due from the date
on which Marathon is prepared to make shipment and
storage shall be at the Buyer’s risk and expense as
provided in Section 9 hereof. If manufacture is delayed
by the Buyer for any cause, a Partial payment based
upon the proportion of the order completed shall become
due from the date on which Marathon is notified of the
delay.
7. DELIVERY; RISK OF LOSS
All sales are F 0.B. Marathon’s plant or other point
of shipment designated by Marathon. Shipping dates are
estimates only which are not guaranteed and are based
upon prompt receipt from Buyer of all necessary ship-
ping and other information, Marathon reserves the right
to make delivery in installments. All installments to be
separately invoiced and paid for by Buyer when due per
invoice, without regard to subsequent deliveries.
Delivery of equipment to a commercial carrier at
Marathon’s plant or other loading point shall constitute
delivery to Buyer, and any risk of loss and further cost
and responsibility thereafter for claims, delivery, loss or
damage, including if applicable, placement and storage
shall be borne by Buyer. When equipment is delivered
by Marathon’s truck, unloading at Buyer’s dock shall
constitute delivery to Buyer. Claims for shortages or
other errors in delivery must be made in writing to
Marathon within ten (10) days after receipt of ship-
ment and failure to give such notice shall constitute
unqualified acceptance and a waiver of all such claims
by Buyer. Claims for loss or damage to equipment in
transit by common carrier must be made to the carrier
and not to Marathon. Freight and handling charges by
Marathon may not reflect actual freight charges prepaid
to the carrier by Marathon due to incentive discounts
earned by Marathon based upon Marathon’s aggregate
volume of freight tendered to a carrier or when a car-
rier must be used which charges a rate which is dif-
ferent than the rate upon which Marathon’s freight and
handling charges were based. When shipments
are delivered in Marathon’s private trucks, Buyer will
be charged an amount approximating the prevailing
common carrier rate.
8. EXCUSABLE DELAYS FORCE MAJEURE
Marathon shall not be liable for any loss or damage
as a result of Marathon’s delay in or failure of delivery
or installation due to (i) any cause beyond Marathon’s
reasonable control, (ii) an act of God, act of the
Buyer, embargo or other governmental act, authority
regulation or request, fire, theft, accident, strike,
slow-down or other labor disturbance, war, riot, delay in
transportation, or (iii) inability to obtain necessary labor,
materials, components or facilities.
Should any of the aforementioned events
of force majeure occur, Marathon at its option, may
cancel Buyer’s order with respect to any undelivered
equipment or extend the delivery date for a period
equal to the time lost because of delay. Notice of such
election shall be given promptly to Buyer. In the event
Marathon elects to so cancel the order Marathon shall be
released of and from all liability for failure to deliver the
equipment including, but not limited to any and all claims
on behalf of Buyer for lost profits or any other claim of any
nature which Buyer might have.
If shipping or progress of the work is delayed
or interrupted by Buyer, directly or indirectly, Buyer
shall pay Marathon for all additional charges resulting
therefrom.
9. STORAGE
If the equipment is not shipped within thirty (30)
days after notification has been made to Buyer that it is
ready for shipping, for any reason beyond Marathon’s
control, including Buyers failure to give shipping
instructions, Marathon may store the equipment at
Buyer’s risk and expense in a warehouse or upon
Marathon’s premises, and Buyer shall pay all han-
dling, transportation and storage costs at the prevailing
commercial rates promptly following Marathon’s
submission of invoices for such costs.
1O. WARRANTIES TO DISTRIBUTORS AND
INDUSTRIAL OR COMMERCIAL CUSTOMERS
This warranty is extended only to Marathon’s
distributors and industrial or commercial customers and
does not apply to consumer purchasers.
Warranty Period
- Marathon warrants products
manufactured by it to be free from defects in materials
and workmanship and to conform to Marathon’s written
specifications for a period of twelve (12) months from
date of first use or eighteen (18) months from date of
manufacture whichever period shall expire first.
Warranty Remedies
- If prior to expiration of
the foregoing warranty period, any product shall be
proved to Marathon’s satisfaction to be defective or
nonconforming, Marathon will repair or replace such
defective equipment or components thereof. F.O.B.
Marathon’s plant or other destination designated by
Marathon or will refund or credit by Marathon, the
purchase price paid therefor by Buyer, at Marathon’s
sole option. Buyer’s exclusive remedy and Marathon’s
sole obligation under this warranty shall be limited to
such repair or replacement, F.O.B. Marathon’s plant
or other destination designated by Marathon or refund
or credit by Marathon, and shall be conditioned upon
Marathon’s receiving written notice of any defect within
sixty (60) days after it was discovered or by reasonable
care should have been discovered. In no event shall
Marathon’s liability for such defective or nonconform-
ing products exceed the purchase price paid by Buyer
therefore.
Exclusions
- This warranty does not (i) cover
shipping expenses to and from Marathon’s factory or
other destination designated by Marathon for repair or
replacement of defective equipment or any tax, duty,
custom, inspection or testing fee, or any other charge
of any nature related thereto, nor does it cover the
costs of removing defective equipment or reinstalling
repaired or replaced equipment, (ii) apply and shall
be void with respect to equipment operated in excess
of rated capacity or otherwise not in accordance with
installation, maintenance or operating instructions or
requirements, to equipment repaired or altered by
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Terms and Conditions
Datasheets available at marathonsp.com