JPS INTERNATIONAL INC. TERMS & CONDITIONS | NEW EQUIPMENT
1. GENERAL
These Terms and Conditions, together with the accepted quotation, order confirmation, and any written sales agreement, govern the sale of new equipment and related services by JPS International Inc. (“Seller”) to the purchaser (“Purchaser”).
Any transaction-specific terms expressly agreed to in writing by Seller take precedence over conflicting provisions herein. Additional or different terms contained in Purchaser’s purchase order or other documents are rejected unless expressly accepted in writing by an authorized officer of Seller.
These Terms and Conditions may be modified or waived only by a written agreement signed by an authorized officer of Seller.
Seller is an equipment dealer and manufacturer’s representative, not the equipment manufacturer. Where Purchaser contracts directly with a manufacturer, that manufacturer’s sales agreement governs the equipment purchase, and Seller’s responsibilities are limited to those expressly undertaken in writing.
2. PAYMENT TERMS
Purchaser shall pay all amounts according to the payment schedule stated in the accepted quotation or sales agreement. If no payment schedule is specified, invoiced amounts are due upon receipt. Unless otherwise agreed in writing, payment in full is required before shipment.
Seller may withhold equipment release or suspend performance if required payments are not received when due.
Unless expressly included in the accepted quotation, prices exclude applicable sales and use taxes, freight, transit insurance, unloading, rigging, installation, and training. Purchaser is responsible for these charges and for applicable taxes other than taxes on Seller’s income.
3. SHIPPING & DELIVERY OF THE PRODUCTS (GOODS)
Quoted delivery dates are estimates unless expressly guaranteed in writing. Delivery schedules are subject to receipt of the required purchase documents, payments, approved specifications, and any other information needed to process the order, as well as manufacturer schedules and material availability.
Unless otherwise stated in the accepted quotation or sales agreement, delivery is FOB the manufacturer’s shipping point. Purchaser is responsible for shipping costs, transit insurance, unloading, and rigging. Risk of loss transfers to Purchaser when the equipment is delivered to the carrier at the agreed shipping point.
Seller is not responsible for loss or damage occurring after risk of loss transfers to Purchaser. Purchaser shall inspect shipments upon arrival, document visible damage or shortages, and promptly notify the carrier and Seller.
4. SPECIFICATIONS AND PERFORMANCE
Equipment descriptions, specifications, drawings, accessories, and other information are binding only to the extent expressly incorporated into the accepted quotation or sales agreement. Photographs and promotional materials may show optional equipment not included in the purchase.
Unless expressly guaranteed in writing, production rates, capacities, processing results, and other performance figures are estimates. Actual performance depends on material properties and condition, tooling, equipment configuration, handling arrangements, maintenance, operator experience, and operating conditions.
Any required production guarantees, testing procedures, or acceptance criteria must be expressly stated in the written sales agreement. Information supplied by manufacturers or other third parties does not create an independent performance guarantee by Seller.
5. WARRANTY OF MATERIALS AND WORKMANSHIP
New equipment is subject to the manufacturer’s written warranty, if any. Warranty duration, commencement date, covered components, exclusions, and remedies are determined by that warranty and the applicable sales agreement.
Seller does not independently warrant equipment manufactured by others or provide an additional warranty unless expressly agreed in writing by an authorized officer of Seller.
Purchaser shall promptly report claimed defects in writing and provide the manufacturer or its authorized representative a reasonable opportunity to inspect the equipment. Purchaser shall follow applicable warranty claim procedures and manufacturer instructions regarding continued operation.
Unauthorized repairs, alterations, improper use, inadequate maintenance, or use of unapproved components may affect warranty coverage as provided in the manufacturer’s warranty.
EXCEPT FOR ANY EXPRESS WARRANTY PROVIDED BY SELLER IN A SIGNED WRITTEN AGREEMENT, SELLER DISCLAIMS, TO THE EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTHING HEREIN REDUCES AN APPLICABLE MANUFACTURER WARRANTY OR EXCLUDES AN OBLIGATION THAT CANNOT LAWFULLY BE EXCLUDED.
6. WARRANTY SERVICE
Warranty service shall be performed by the manufacturer or its authorized service provider in accordance with the applicable warranty.
Coverage for replacement parts, labor, travel, lodging, freight, and other service expenses is limited to what is expressly included in that warranty or the written sales agreement. Seller’s assistance in coordinating service does not create additional warranty obligations.
Service outside warranty coverage, including work required because of misuse, negligence, accidents, failure to follow operating instructions, or inadequate maintenance, is Purchaser’s responsibility and may be charged at the applicable service provider’s rates.
Installation, commissioning, and training are included only to the extent expressly stated in the accepted quotation or sales agreement.
7. PRODUCT LIABILITY - SAFETY
Purchaser is responsible for providing a suitable installation site, including required foundations, utilities, electrical connections, access, permits, unloading, and rigging, unless otherwise agreed in writing.
Purchaser shall ensure that equipment is installed, operated, guarded, and maintained in accordance with manufacturer instructions and applicable federal, state, and local requirements, including applicable OSHA requirements.
Any special safety, environmental, electrical, or regulatory requirements specific to Purchaser’s facility or intended application must be identified before purchase and expressly addressed in the written sales agreement.
Seller does not make an independent certification that equipment complies with every requirement applicable to Purchaser’s facility or use unless expressly agreed in writing. Seller is not responsible for damage or injury to the extent caused by improper installation, misuse, unauthorized modifications, or failure to follow applicable safety instructions.
Nothing herein excludes responsibilities or liabilities that cannot lawfully be excluded.
8. LIMITATION OF LIABILITY
a) TO THE EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR LOSS OF USE, LOST REVENUE, LOST PROFITS, LOST PRODUCTION, BUSINESS INTERRUPTION, OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE TRANSACTION, WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE.
b) TO THE EXTENT PERMITTED BY LAW, SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTION SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO SELLER FOR THE EQUIPMENT OR SERVICES GIVING RISE TO THE CLAIM.
c) These limitations apply whether or not Seller was advised of the possibility of such damages, to the extent permitted by law.
d) Nothing in this section excludes or limits liability for fraud, gross negligence, willful misconduct, or death or bodily injury to the extent such liability cannot lawfully be excluded or limited.
9. FORCE MAJEURE
Neither party shall be responsible for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, fire, civil disturbances, government actions, labor disputes, material shortages, manufacturer disruptions, or transportation interruptions.
The affected party shall provide reasonable notice and take reasonable steps to resume performance. This provision does not excuse payment of amounts already due.
10. MISCELLANEOUS
No salesperson, agent, or other representative has authority to make commitments on Seller’s behalf that conflict with these Terms and Conditions unless approved in writing by an authorized officer of Seller.
These Terms and Conditions and the applicable transaction documents constitute the agreement concerning the sale and supersede prior discussions or representations concerning the same subject matter, subject to applicable law.
If any provision is held unenforceable, the remaining provisions shall remain effective to the extent permitted by law. Failure to enforce a provision does not waive the right to enforce it later.
Unless otherwise agreed in writing, the agreement shall be governed by California law, without regard to conflict-of-law rules. Purchaser and Seller submit to the jurisdiction of the state and federal courts serving Orange County, California.