Terms and Conditions
GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF PRODUCTS OR SERVICES
NOTICE: The purchase of any Products or Services by Buyer is expressly limited to and governed by these Terms and Conditions. These Terms and Conditions are incorporated into and made a material part of any purchase order issued by Buyer. Any acceptance of Buyer’s offer is expressly limited to acceptance of these Terms and Conditions. Buyer expressly objects to and rejects any additional or different terms or conditions proposed by Seller. No Seller terms or conditions shall become part of the parties’ agreement or shall modify these Terms and Conditions, even if signed by a representative of Seller, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions. By accepting any purchase order from Buyer, issuing an order acknowledgement or confirmation, or commencing to perform under Buyer’s purchase order, Seller accepts and assents to these Terms and Conditions. Seller acknowledges that these Terms and Conditions apply to all purchases by Buyer and any of its affiliates.
“Buyer” means Davenport Custom Coating and/or any of its affiliates to which Seller is providing Products or Services under the Contract.
“Contract” means the purchase order issued by Buyer (including any ancillary documents provided by Buyer) and these Terms and Conditions. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract.
“Products” means the equipment, parts, materials, supplies, and other goods Buyer has requested and Seller has agreed to supply to Buyer under the Contract.
“Seller” means the entity providing Products to or performing Services for Buyer under the Contract.
“Services” means the services Buyer has requested and Seller has agreed to perform for Buyer under the Contract.
“Terms and Conditions” means these General Terms and Conditions for the Purchase of Products or Services, together with any modifications or additional provisions specifically stated in Buyer’s purchase order or specifically agreed upon by Buyer in writing.
2. Prices. All pricing on purchase orders is final. Buyer does not acknowledge any written confirmation with pricing changes until a purchase order revision is completed and provided to Seller. Buyer will not be obligated to pay and will not process payment for any invoice that does not match the price set forth on the corresponding purchase order. Seller warrants that the prices and terms on which it supplies Products and Services to Buyer are no less favorable than those offered to other customers purchasing in similar quantities. Seller agrees to immediately reduce the price if it charges any customer purchasing in similar volume a lower price.
3. Purchase Order Changes.
Buyer reserves the right to modify the purchase order with respect to quantities, delivery schedules and/or specifications as desired by Buyer by issuing one or more change orders to Seller. Seller shall not make any changes to purchase orders or affecting the Products or Services without the prior written consent of Buyer, which shall be withheld in its sole discretion.
4. Payment Terms. Buyer must supply a 50% deposit prior to fabrication, second half is due prior to shipping.
5. Shipping Charges. All shipping and handling charges are quoted in the invoice. Seller shall pack, mark and ship Products in accordance with sound commercial practices and Seller’s specifications in such a manner as to prevent damage during transport and shall be clearly marked as destined for Buyer.
6. Delivery; Title; Risk of Loss. Time is of the essence with respect to delivery of Products or performance of Services. Seller shall make no partial delivery or delivery before the date(s) stated on the purchase order. Buyer may terminate any order where delivery or performance is late or incomplete. Title to, and risk of loss, for all Products sold to the Buyer shall pass to the Buyer only after unloading Products at the delivery location selected by Buyer. Unless otherwise noted on the purchase order, Products shall be shipped by Seller DDP to destination specified on Buyer purchase order, freight prepaid, and Services shall be performed at the Buyer location identified in the applicable purchase order.
Inspection must be performed by buyer prior to signing the bill of lading. Once the Bill of lading is signed, any damages that occurred must be handled between the buyer and the freight company. We can no longer file a claim for shipping.
7. Delay/Force Majeure. Buyer will not be liable or held responsible for any delays or losses related to Buyer’s failure to accept Products or Services that arise directly or indirectly from Acts of God, severe weather conditions, labor disputes, governmental actions, war, riots, or other circumstances or causes beyond the reasonable control of Buyer. If Seller suffers a delay due to a force majeure event, Buyer may terminate any order where such delay exceeds or is reasonably likely to exceed twenty days.
8. Returned or Rejected Products. Buyer shall inspect all Products and Services within 14 days after receipt and shall be deemed to accept such Products or Services unless it gives Seller written notice of any defect or non-conformity within 14 days of receipt. Failure to give notice of any defect or non-conformity shall not affect any warranty or operate as acceptance of any Product or Service with a latent defect.
9. Warranty/Limitation of Liability. 6 month warranty on parts and electrical.
10. Inspections. Notwithstanding payment, passage of title or prior inspection, all Products and Services are subject to final acceptance or rejection within 14 days by Buyer at the delivery destination. Seller agrees that Buyer and its customers shall have the right to enter Seller’s facility at reasonable times to inspect the facility, goods, materials and any property of Buyer covered by the purchase order. Such inspection, whether during manufacture prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-progress or finished Products, whether or not a breach of warranty or other defect had become evident at the time.
11. Indemnification; Insurance.
(a) Seller shall release, defend, indemnify and hold Buyer, its shareholders, officers, directors, employees, agents and representatives harmless from and against any claims, demands, causes of action, judgements, proceedings, awards, damages, losses, fines, penalties, costs, expenses and liabilities (collectively, “Losses”) caused by, arising out of or relating to the Products, Services, or any act or omission of Seller, its shareholders, officers, directors, employees, agents or representatives, including, without limitation, Losses arising from or related to personal injury, death, property damage, economic loss, or intellectual property infringement.
(b) Buyer shall have no duty to indemnify Seller for any reason not expressly undertaken in these Terms and Conditions, and in no event will Buyer indemnify Seller for Seller’s acts, omissions, or negligence.
(c) Seller shall maintain commercial general liability insurance, including products liability and completed operations coverage, in amounts not less than the equivalent of U.S. $1 million per occurrence and the equivalent of U.S. $2 million aggregate. Provide Buyer with a certificate of insurance evidencing the same upon request. These insurance requirements do not in any way limit Seller's indemnification obligations.
12. Compliance with Law. Seller shall comply, and ensure that its permitted subcontractors comply, with (i) all applicable statutes, regulations, rules, and ordinances governing the manufacture, sale, supply, or transfer of Products and Services, including all import/export laws and all requirements under the OSHA Hazard Communication Standard and other federal, state, and local laws.
13. Choice of Law. Any dispute between Seller and Buyer shall be governed by and construed with the internal laws of (i) the State of Illinois if Buyer’s place of business is in the United States of America. Any lawsuit or other action relating to the Contract or any Products or Services delivered by Seller to Buyer shall be commenced (i) if Buyer’s place of business is in the United States of America, exclusively in the state or federal courts situated in Rock Island County, Illinois. The Buyer and Seller agree to waive any right to a jury trial of any and all issues raised in litigation. The United Nations Convention on International Sale of Goods shall not apply to the Contract.