Horn Machine Tools, Inc. Standard Terms and Conditions
Terms and Conditions are subject to change without notice. You should read and understand all terms and conditions, and advise HMT of any portion herein you do not consent to before placing an order.
Delivery – If not in stock, delivery is three (3) months after receipt of purchase order and deposit and is subject to prior sale. The scheduled shipment date is an estimate and is subject to filling prior orders and delays caused by strikes, accidents, shortages or other causes beyond Seller’s control. Buyer’s acceptance of delivery time from the shipper shall constitute a waiver of any claim for delay, and in no event shall Seller be liable for any incidental or consequential damages arising in connection with delay or non-delivery for any reason.
Payment Terms When purchasing a machine, unless otherwise stated, payment terms are 40% deposit at time of order, 50% payment prior to shipment and, 10% net 30 days after shipment. Parts orders less than $ 20,000 have net 30 day payment terms after receipt of invoice. Part orders greater than $ 20,000 will require a 50% Deposit at time of order and a 50% final payment 30 days after shipment.
Form of Payment – Payment to be made via wire transfer, ACH/EFT or check. Credit cards may be used for parts payments up to $ 5,000.00, but are never accepted for machine purchases.
Validity – Proposal is valid for 30 days from date of quotation.
Taxes – Sales, use or similar taxes imposed on these products for this sale shall be the responsibility of the purchaser and should be paid directly by the purchaser. HMT will automatically collect sales tax in the states of CA, IN, MN & TX unless a valid exemption certificate is provided at time of order. Sales tax is not due until machine has been delivered and it will be included on the final machine payment.
Shipping Terms – HMT is not responsible for shipping costs or damages that may occur in shipping.
Transfer of Title – Title transfers upon departure from HMT.
Acceptance – Seller makes all quotations and accepts orders only on the terms and conditions stated herein. No condition stated by Buyer shall be binding upon Seller if in conflict with, inconsistent with or in addition to the terms and conditions stated herein, unless expressly accepted in writing signed by Seller. In the event of conflict or differences in the terms of Buyer’s order form and the terms stated herein, the terms stated herein shall govern.
Prices – All prices are: (a) Seller’s current prices and are subject to change without notice at any time prior to acceptance of Buyer’s order; (b) subject to all federal, state and local taxes upon the production, sale or shipment of the goods sold hereunder, now or hereafter becoming effective, and if not included in the invoice, such amount may be invoiced later, and Buyer shall pay all such taxes. F.O.B. our factory unless otherwise stated. Prices quoted are for prompt acceptance and are subject to change without notice at any time prior to receipt by HMT of formal purchase order from buyer unless otherwise stated. Prices exclude Federal, State, or local sales, use, excise, transportation, occupational or similar taxes. Buyer agrees to pay any such taxes applicable to the sale or use of the goods described herein.
Disclaimer of Other Warranties – The HMT warranty is in lieu of all other warranties, expressed or implied, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose, which is excluded.
Limitation of Liability – sellers liability on any claims of any kind, including negligence or strict liability, for any loss or damage arising out of, connected with, or resulting from the performance or breach of the terms hereof, or from the design, manufacture, sale, delivery, resale, installation, technical direction of installation, inspection, repair, operation, or use of any goods sold by the buyer to the seller, shall in no case exceed the price allocable to the goods which give rise to the claim. In no event shall seller have any liability for any incident or consequential damages arising out of or in connection with a breach of the contract of sale or any other duty of seller with respect to these goods including, but not limited to, incidental or consequential damages such as for lost profits, lost sales, even if seller has been advised of the possibility thereof, or injury to persons or property.
Security Reservation of Interest – Seller hereby reserves a security interest in the goods (and the proceeds thereof) as security for the payment of the unpaid balance of the purchase price and Buyer’s performance of its other obligations hereunder. Buyer will execute and deliver to Seller such Uniform Commercial Code financing statements as Seller shall request in order to perfect such security interest.
Work & Safety Regulations – It is the responsibility of Buyer to know, understand and comply with the work and safety laws and regulations in effect and governing Buyer’s use of the Goods sold hereunder. To the extent governing law requires inspections, records keeping and/or after-purchase modifications to HMT goods, it is the responsibility of the Buyer to arrange for and comply with such requirements and any associated costs are the sole responsibility of the Buyer. Seller does not by operation of this contract for sale assume any responsibility for or undertake any liability for Buyer’s performance under or compliance with such laws and regulations. Buyer shall indemnify Seller of all claims of liability arising from any after-purchase modifications made by Seller.
Non Payment – If Buyer shall not pay the full purchase price within 30 days from the date of shipment of the goods; Buyer will pay Seller thereafter an additional one and one-half percent (1.5%) per month on the unpaid balance of the purchase price until paid in full. Such charge shall be added to and become an additional part of the purchase price for the goods. Buyer also will pay all storage costs for the goods after the scheduled delivery date as well as all costs of collection incurred by Seller in collecting the purchase price for the goods and enforcing its security interest in the goods, including, without limitation, reasonable attorneys’ fees and expenses incurred by Seller.
Design changes – The designs and specification of all goods sold are subject to change without notice and, in the event of any such changes, seller will have no obligation whatsoever to make similar changes in goods previously ordered. It is the responsibility of the buyer to organize a review of the machine by a professional engineer and to keep a written, signed, and sealed record of the compliance report in the workplace as well as on file with the Joint Health and Safety Committee, prior to placing any machine into operation. All measures identified in the review are the responsibility of the buyer and should any modifications be necessary to the new machine the associated costs are the sole responsibility of the buyer. HMT will have no liability with respect to performance or compliance of the review and the buyer/lessee/end-user will indemnify HMT of all claims of liability arising from the review or any subsequent modifications.
Machine Specifications – All working drawings or other materials provided by HMT are for general information purposes only. Any specifications contained herein are not binding on HMT except as expressly so stated. We reserve the right to make, at any time, such changes in detailed design or construction as shall in our sole judgment constitute an improvement over former practice. Production data, where given, is based on our analysis and understanding of the production methods and facilities to be used, but is nonetheless an estimate only and is not guaranteed or warranted. In no event shall we be responsible for performance figures supplied by our suppliers or other cooperating parties.
General Conditions – There are no understandings, agreements or representations, expressed or implied, not specified herein, respecting this sale and this instrument constitutes the entire agreement between buyer and seller. It may be modified or rescinded only by writing signed by HMT and buyer or buyer’s duly authorized agents. In the event of breach or repudiation by HMT, Buyer shall not be entitled to consequential damages or damages for loss of use, and in no event shall damages to which you are entitled exceed the price stated herein. The transaction described herein shall be governed by the internal laws of the State of California. No agent, salesman, or distributor has any authority to obligate HMT by any important terms, stipulations or conditions not herein expressed. Neither the warranty nor any other provision stated herein entitles buyer or any third party to damages, direct or consequential, for personal injury arising from the installation, operation of use of the goods furnished hereunder and buyer agrees to assist HMT and to hold us harmless in effectuation of this provision.
Confidentiality – Drawings, machine specifications, software or production methods furnished herein or herewith constitute our confidential information. Their receipt or possession does not convey any right to use, license, reproduce or disclose the information nor any part hereof without our consent.
Cancellation: Orders may not be canceled except by written notice within 30 days of order placement. A restocking charge of ten percent of the selling price will be applied for the cancellation of standard items. Charges for the cancellation of special items will be based on non-recoverable expenses accruing to the order sustained by Seller plus ten percent of the selling price.
Governing Law – The validity, interpretation and performance of this contract for sale shall be governed by the laws of the State of California.
Indemnification – Buyer and seller agree that after delivery of the goods sold hereunder, the goods and all persons operating such goods will be deemed under buyer’s exclusive control. Buyer assumes all risk and liability for and agrees to indemnify, save and hold harmless to the fullest extent permitted by law, seller and any of its officers, agents, employees, parents or affiliates from and against any loss, damages, claims, actions, penalties, liabilities, and costs, including attorneys fees, arising from any loss or damage to property or injury to persons, including without limitation, any injury, disability or death of workers or employees, caused by or in any manner incurred because of the possession, use, modification, or operation of the goods after delivery. Buyer shall not be liable under this section for damages arising out of damages to property or injury to persons directly caused by or resulting from the sole negligence or strict liability of the seller. Buyer’s obligation hereunder is in no way limited to any protection afforded it under workers’ compensation acts, disability benefits acts, or other employee benefits acts.
Insurance – The risk of loss passes to Buyer upon delivery of the goods to the carrier. Insurance against loss or damage to the goods during shipment is the responsibility of Buyer. Until the entire purchase price for the goods is paid in full, Buyer will keep the goods insured against loss or damage by fire and other risks and hazards included with so-called “extended coverage” insurance, in an amount at least equal to such purchase price. Losses under such insurance shall be made payable to Seller and any payments under such insurance shall be paid to Seller and applied to the unpaid balance of the purchase price. Buyer will furnish Seller with copies of the policies of such insurance upon request.