SELLERS TERMS & CONDITIONS

  1. PRICES: All prices quoted are subject to change, without notice, at any time prior to Seller’s acceptance of Buyer’s purchase order, to prices prevailing at time of acceptance. If there is a delay in completion of shipment of said order, due to any change requested by Buyer or as a result of any delay on Buyer’s part in furnishing information required for completion of the order, the price agreed upon at time of acceptance of order is subject to change. Prices are FOB Carrier’s merchandise at Seller’s factory and are exclusive of all taxes – federal, state or local, which shall be paid directly by Buyer. There will be added to the quoted price any sales or other tax or duty Seller pays or is required to collect or pay upon sale of merchandise quoted. If such amount is not included for the merchandise or merchandise quoted. If such amount is not included in invoice for the merchandise, it may be invoiced separately later.
  2. TERMS OF PAYMENT: The terms of payment are provided on the face of this invoice. A finance charge of 1.5% per month will be added to all invoices not paid within specified terms.
  3. CREDIT: All sales are subject to the approval of Seller’s credit department.
  4. DELIVERY: If an estimate of time of shipment or delivery has been made in a proposal, it is to be understood that it is approximate only and will begin to run on date of Seller’s acceptance of Buyer’s purchase order and receipt of all specifications; except that in the case of special items considered to be non-standard by Seller, it will begin to run on the date which Seller received complete information necessary to design and manufacture. All estimated shipping dates are subject to delays caused by Seller provided testing material, civil insurrection, war, fire, strikes, labor stoppages, acts of God, shortages of fuel, energy or materials, the failure of suppliers or subcontractors who satisfactorily meet scheduled deliveries, the establishment of any priority systems by the U.S.A. Or its agencies, or any other factor or cause beyond Sellers control; none of which factors or cause shall give rise to any liability on Seller’s part whatsoever, including loss of use or for any indirect or consequential damages.
  5. STORAGE: In the event that Buyer is unable to accept delivery of merchandise at the time of completion and/or shipment, Seller shall invoice Buyer for the full purchase price as if shipment had been made and: (1) if Seller is able to store such merchandise in its own facilities, Seller reserves the right to arrange handling and storage in charges for the period of such storage; (2) if Seller is unable to store such merchandise in its own facilities, Seller reserves the right to arrange handling and storage in suitable bonded warehouse for Buyer at Buyer’s expense. In cases where handling and storage becomes necessary per above, it will be the responsibility of Buyer to notify Seller when shipment is to be made.
  6. WARRANTIES: All goods sold by Seller are warranted to be free from defects in material and workmanship. Seller shall not be liable for incidental or consequential loses, damages or expenses, directly or indirectly arising from the sale, handling or use of the goods, or from any other cause relating thereto, and Seller’s liability hereunder in any case is expressly limited to repair or replacement (in the for originally or shipped) of goods not complying with this agreement or at Seller’s election, to the repayment of, or crediting Buyer with, an amount equal to the purchase price of goods, whether such goods are for breach of warranty of negligence. This warranty shall not apply to any Seller product which shall have been; (a) repaired or altered other than by Seller or it authorized or approved service personnel; (b) subjected to physical or electrical abuse or misuse; or (c) operated in any manner inconsistent with the applicable Seller instructions for use.
  7. CLAIMS-NOTICE OF DEFECTS: seller will give consideration to settlement of Buyer’s claims, but in no event shall the Seller be liable on any claims unless written notice of the claim is received by Seller within the following limitations; for shortages in weight and count, 15 days after delivery; and for all other claims, 15 days after discovery of defect or 12 months after delivery whichever is earlier. Buyer shall afford Seller prompt and reasonable opportunity to inspect all materials as to which and claim is made. If Seller and Buyer are unable to reach settlement of claim relating to material covered, hereby, Buyer must institute legal action against Seller within one year after such claim arises and thereafter all such claims shall be barred notwithstanding any statutory period limitations.
  8. RISK OF LOSS: Delivery shall occur and risk of loss shall pass to Buyer upon delivery of the material to a carrier at he point of shipment. Transportation shall be at Buyer’s sole risk and expense, and any claim for loss or damage in transit shall be against the carrier only.
  9. DISPUTES: This agreement is deemed to be entered into in Illinois and to be an Illinois contract and shall be governed and construed in accordance with the laws of the commonwealth of Illinois. Seller and Buyer specifically agree that any legal action brought relating to goods purchased or relating to this contract will be brought and tried in Illinois. Buyer hereby waives all objections to venue, and Buyer consents to service of process by certified mail addressed to the same address as that address designated or the delivery of the goods purchased hereunder.
  10. LIABILITY OR RESPONSIBILITY: Macfreeze Refrigerants, Inc. and Mactown Motors assumes no liability or responsibility for any acts, misuse of product, advertising, violations of any local, state or federal regulations or laws violated by the Buyer. Buyer assumes all responsibility for his/her acts and is responsible for researching local, state or federal regulations relating to the sale or use of Seller’s products.
  11. WAIVER: The failure of either party hereto at any time to require performance by the other party of any of its obligations hereunder shall in no way affect the full right to require such performance at any time thereafter. The waiver by either party hereto of any remedy with respect to a breach of any provision hereof shall not be taken as a waiver of a remedy with respect to any succeeding breach of such provision or any breach of other provision.
  12. SEVER ABILITY: The parties agree that each provision contained in these Terms and Conditions of Sale shall be treated as separate and independent clause, and the unenforceability of any on clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in these Terms and Conditions of Sale shall for any reason be held to be excessively broad as to scope, activity or subject so as to be enforceable at all, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extend compatible with the applicable law.
  13. MODIFICATION: The Terms and Conditions of Sale set forth herein may be accepted only in accordance with their terms. They may not be modified except by written agreement referring specifically to these Terms and Conditions of Sale and signed by a duly authorized representative of Seller. Any Provisions of Buyer’s purchase order, which is inconsistent with the foregoing, shall be of no force and effect. Seller shall have agreed to a modification of the Terms and Conditions of the Sale in the manner set forth herein.