TERMS AND CONDITIONS OF SALE FOR ASIAPAC DISTRIBUTION/PARTNER
TERMS AND CONDITIONS OF SALE FOR ASIAPACi DISTRIBUTION/PARTNER
(hereinafter, “Terms and Conditions”)
Seller warrants that the Equipment, as indicated on an Order, will be free from those defects in material and workmanship that prevent the Equipment from performing in accordance with published specifications for a period of FIVE HUNDRED AND FORTYSEVEN (547) days from date on the Invoice.
This warranty is applicable only if the Equipment has had normal utilization within its specifications, has been utilized with Seller approved parts and supplies, has not been modified or altered in a manner not approved by Seller, has been maintained in accordance with recommended maintenance procedures, and no third party fluids have been used in the Equipment. Seller liability shall be limited to the repair or replacement of the Equipment in warranty after Buyer’s return prepaid and packaged to Seller’s factory or authorized repair facility.
The Equipment will not be returned to Seller without its written consent. Return of repaired unit to Buyer or the end-user shall be at Seller’s expense.
Buyer acknowledges and agrees that there is no implied warranty of merchantability or fitness for any purpose and there is no other warranty expressed or implied except as is expressly set forth in these Terms and Conditions.
Seller shall not be liable for any incidental or consequential damages, or for any breach of warranty or any damages for negligence. Seller exclusive remedy being expressly limited to the repair or replacement of defective Equipment in accordance with these Terms and Conditions or the prepayment of the purchase price upon the return of the Equipment, as Seller may elect.
ADDITIONAL TERMS AND CONDITIONS OF SALE
All Orders are subject to the approval of the Seller’s Credit Department. Orders will only ship after this approval has been received.
All invoices rendered are payable in the currency as stated on Seller’s invoice.
All prices quoted, or invoices rendered, are ExWorks point of shipment, unless otherwise quoted.
If any equipment, fluids or other goods (“Goods”) are manufactured and/or sold by Seller to Buyer to meet Buyer’s particular specifications or requirements and are not part of ’the standard line Goods offered by Seller in its the usual course of business, Buyer agrees to defend, protect and hold Seller harmless against all suits at law or in equity and from all damages, claims and demands for actual or alleged infringement of any United States or foreign patent and to defend any suit or actions which may be brought against Seller for any alleged infringement because of the manufacture and/or sale of the Goods covered hereby.
Seller warrants that the Goods to be supplied hereunder will conform to the description of the face hereof; that Seller will convey good title thereto; and that such goods will be delivered free from any lawful security interest or other lien or encumbrances unknown to Buyer.
The use of any sample or model in connection with these Terms and Conditions, or otherwise under the Order, is for illustrative purposes only, is not a part of the basis of the bargain and is not to be construed as a warranty that the Goods will conform to the sample or model.
SELLER MAKES NO WARRANTY OF MERCHANTABILITY WITH RESPECT TO THE EQUIPMENT, FLUIDS OR GOODS SOLD UNDER THESE TERMS AND CONDITIONS AND MAKES NO WARRANTY THAT THE GOODS SHALL BE FIT FOR ANY PARTICULAR PURPOSE, NOR IS THERE ANY WARRANTY EXPRESS OR IMPLIED EXCEPT AS EXPRESSLY SET FORTH HEREIN. Buyer hereby affirms that it has not relied on Seller’s skill or judgment to select or furnish the goods for any particular purpose.
Seller’s liability and Buyer’s exclusive remedy being hereby expressly limited, at Seller’s option, to the repair of defective goods or the replacement thereof with conforming goods at the ExWorks price then currently in effect, or repayment of the purchase price. Replacement of defective goods or repayment of the purchase price therefore will be made only after the Buyer’s prepaid and packaged return of defective goods and receipt by Buyer of specific shipping instructions from Seller.
As fluids can contain chemicals that require special shipping instructions, Buyer must contact Seller prior to returning any fluids to Seller. The foregoing warranty does not cover, and Seller makes no warranty with respect to, goods that have in any manner or to any extent been tampered with, dismantled, repaired or altered by anyone other than an authorized representative of Seller.
The Seller shall not be liable for any delay in delivery due to (1) fires, floods, strikes or other disputes, accidents to machinery, acts of sabotage, riots, precedence or priorities granted at the request or for the benefit, directly or indirectly, of the Federal or any State government or any sub-division or agency thereof, delays in transportation or lack of transportation facilities, restrictions imposed by Federal or State legislation or rules or regulations there under, or (2) any cause beyond the control of the Seller.
Notwithstanding any other provision of these Terms and Conditions, Seller shall not be liable to Buyer, or anyone claiming through Buyer, for any special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, whether such claims, damages or actions arise out of the use, inability to use, failure of, or defects in, the fluids, goods, work or services or otherwise or for any breach of warranty.
Stenographic or clerical errors are subject to correction.
No sale of goods covered by this order shall grant to the Buyer any license or right of any kind under any patent owned or controlled by the Seller or under any patent under which the Seller has a license, including the right to modify or create derivative works or materials, except as patent licenses may be specifically granted in writing. Neither Buyer nor its employees, directors, officers, independent contractors, representatives or agents shall decompile, reverse engineer, or attempt to reconstruct or discover any source code, underlying ideas, techniques or algorithms of any of the goods or equipment received through these Terms and Conditions.
The Buyer shall pay or reimburse the Seller if it pays, any and all Federal, State, Municipal or other local taxes or charges imposed upon these Terms and Conditions, the Order, the fluids and/or goods covered hereby or the delivery or use thereof or upon any act done or document of title or other instrument used in connection with the transaction, and any and all such taxes or charges imposed upon or measured by the sales contemplated herein or the purchase price payable hereunder.
In the absence of a written acceptance of these conditions by the Buyer, an acceptance of any of the goods covered by this order shall constitute acceptance of these Terms and Conditions, which shall comprise the entire agreement between the Buyer and the Seller. The Seller’s failure to object to provisions contained in the Buyer’s order or other communications shall not be deemed a waiver of the terms or conditions hereof.
MATTHEWS INTERNATIONAL CORPORATION
i For the purposes of these Terms and Conditions, AsiaPac is specifically defined as applicable to the Matthews’ distribution/partners that are based in the following countries: Japan, India, South Korea, Australia, New Zealand, Indonesia, Taiwan, Thailand, Hong Kong, Malaysia, Singapore, Philippines, Bangladesh, Pakistan, Vietnam, Sri Lanka, Nepal, Cambodia, Papua New Guinea, Laos, Mongolia, Brunei, Maldives, Fiji, Timor-Leste, Bhutan