TERMS OF PAYMENT:
50% Due at Time of Order
40% Due after successful machine checkout and before shipment
10% Due upon completion of the successful sample production run or a maximum of Net 30 with credit-approved accounts.
F.O.B.:
Shipping Point, Freight Collect
CREDIT APPROVAL:
All orders are subject to credit approval. Daspac reserves the right to request personal or corporate guarantees prior to shipment.
WARRANTY:
Goods manufactured by others are covered solely by that manufacturer’s express warranty. Daspac, as a distributor, provides no separate warranty and has no obligation to the Buyer after the successful completion of the sample production run. As a courtesy only, Daspac may advocate on the Buyer’s behalf with the manufacturer for a period of twelve (12) months after shipment; however, this does not constitute warranty service, technical support, or assumption of responsibility.
This warranty does not cover defects or damages caused by the Buyer or others, misuse, improper installation or maintenance, unauthorized alterations, or ordinary wear and tear. Buyer waives all claims unless written notice of any defect is provided to Seller before the successful sample production run, or if earlier, within ten (10) days of delivery.
DELIVERY:
Quoted in weeks at time of purchase. All quoted delivery times are estimates and may be affected by supply chain disruptions. Delivery dates are approximate and not guaranteed. Seller shall not be liable for delays or damages arising from delay.
QUOTE VALIDITY:
Quotes are valid for 30 days from the date issued unless extended in writing by Seller.
EQUIPMENT SPECIFICATIONS:
All specifications are subject to change by the manufacturer. The buyer acknowledges that electrical and air services should only be brought to the proximity of the equipment upon arrival. Final hookups must occur after equipment is in place. Daspac is not liable for any changes to site-prepared services resulting from modifications made to the equipment after the quote has been issued.
INSTALLATION CONDITIONS:
The buyer must ensure a safe environment for installation, uncrating, positioning, and operation, including fully prepared electrical and utility connections prior to the technician’s arrival. Buyer shall be responsible for all technician travel costs, including transportation, lodging, and per diem expenses, unless otherwise agreed in writing.
TRAINING:
Technical and operator training are available. The Buyer shall provide the designated personnel and access at the time specified by the trainer.
ADDITIONAL CHARGES:
This quote is based on Buyer-provided product specifications and samples. Changes in product specifications, performance requirements, or other factors may result in additional charges and extended lead times. A complete representation of the final product must accompany the PO to confirm pricing. This quote is budgetary unless samples have already been reviewed.
SUCCESSFUL SAMPLE PRODUCTION RUN (Definition):
A “successful sample production run” is defined as a run rate for a ____ minutes run for “a ____-minute continuous run at rated speed with less than 5% rejection rate using customer-supplied product.” If Buyer causes a delay of more than 10 business days after equipment delivery, final payment becomes due regardless of whether the run has occurred.
ORDER PLACEMENT & ACCEPTANCE:
Buyer’s order is accepted only upon Seller’s written acknowledgment and is governed exclusively by these Terms and Conditions. Any conflicting or additional terms proposed by Buyer are expressly rejected. Seller is not bound to furnish any goods or services except as stated in its written order acknowledgment.
CANCELLATION:
Buyer may cancel only before production begins. All payments made are non-refundable. If canceled before production, a 25% cancellation fee applies. Once production begins, all funds paid are forfeited. Seller may cancel this agreement without liability if Buyer suspends payments, becomes insolvent, files for bankruptcy, or admits in writing inability to pay debts as they come due.
PRICE, TAXES & DELIVERY:
Prices exclude all taxes. The buyer is responsible for any applicable federal, state, or local taxes and shipping charges. All shipments are F.O.B. (Free On Board) shipping point, and the risk of loss transfers upon delivery to the carrier. The buyer is responsible for insuring the goods in transit. Partial shipments may be made and invoiced separately.
CHANGES BY BUYER:
Any Buyer-requested changes must be approved in writing and may affect cost and lead time.
PAYMENT & COLLECTION:
Payment is due per the stated terms. Late payments incur interest at 18% per annum or the maximum allowed by law. The Buyer grants the Seller a security interest in all goods until full payment is received. Buyer waives offset rights. Seller may take any lawful steps, including withholding future shipments or initiating collection proceedings, to recover unpaid balances and will be entitled to full legal and collection costs incurred.
Checks or payments, whether full or partial, received from or for the account of Buyer, regardless of any writings, legends, or notations, shall be applied against any amount owing by Buyer with full reservation of Seller’s rights and without accord and satisfaction.
RETURN POLICY:
All sales are final. No returns will be accepted without prior written approval. Restocking fees may apply.
DAMAGE CLAIMS:
Claims for shortages or damage must be submitted in writing within 10 days of delivery. Goods must be retained for Seller inspection.
ACCEPTANCE OF GOODS:
Goods shall be deemed accepted upon the earlier of (a) delivery and receipt by Buyer without rejection notice or (b) successful sample production run. Any rejection must be made by certified mail, accompanied by detailed defect claims. Acceptance waives all rights to claim damages for delay or non-shipment.
NO SOFTWARE WARRANTY:
All software is sold “as is.” Seller disclaims all warranties related to software performance or compatibility.
LIMITATION OF LIABILITY:
Seller shall not be liable for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to lost profits, downtime, or economic loss, regardless of theory of liability.
INDEMNIFICATION:
Buyer agrees to defend, indemnify, and hold Seller harmless from all claims, costs, or damages arising from Buyer’s use or misuse of the goods, including modification of safety features or failure to follow manuals, except in cases of Seller’s gross negligence.
INSTALLATION SERVICES:
The buyer is responsible for site infrastructure, including the foundation, electricity, and utilities. Daspac is not liable for damages arising from inadequacy of any site-prepared installations.
PATENT LIABILITY:
Where goods are manufactured to Buyer’s specifications, Buyer shall defend and indemnify Seller against all claims of IP infringement and related costs.
NO WAIVER:
Failure to enforce any provision shall not be deemed a waiver of future rights.
LITIGATION LIMITATION & ATTORNEY FEES:
All Buyer claims must be brought within one (1) year of accrual. Seller is entitled to recover all legal and litigation costs if it prevails in any dispute.
FORCE MAJEURE:
The Seller shall not be liable for any delay or failure to perform due to events beyond its control, including but not limited to acts of God, labor disputes, supplier failures, governmental restrictions, terrorism, war, pandemics, transport delays, or changes requested by the Buyer after production begins. Seller may allocate goods among customers at its discretion during such events.
EXPORT COMPLIANCE:
Performance is subject to applicable U.S. export laws and regulations. Inability to perform due to such laws shall not constitute a breach.
ENTIRE AGREEMENT / GOVERNING LAW / JURISDICTION / SEVERABILITY:
These Terms and Conditions constitute the entire agreement, superseding all prior representations, understandings, and agreements. Tennessee law governs without regard to conflict of law principles. Buyer consents to exclusive jurisdiction in the state and federal courts of Knox County, Tennessee. Invalid or conflicting provisions will be interpreted to maximize enforceability and protection of the Seller.
LEGAL REVIEW WAIVER:
Buyer acknowledges that these Terms and Conditions were made available for legal review and that acceptance constitutes acknowledgment and agreement to all terms.
CONFIDENTIALITY:
This proposal is confidential and proprietary to Daspac Inc. No reproduction or distribution is permitted without written consent.