Purchasing Terms and Conditions
Updated June 2021
1. ACKNOWLEDGMENT AND ACCEPTANCE: The issuance of this Order to Seller constitutes an offer expressly limited to the terms contained herein. Seller’s acceptance is expressly made conditional on assent to the terms hereof. Any addition, change or deletion in these terms by Seller in Seller’s acknowledgment form or otherwise communicated to Buyer shall be deemed a material alteration and is expressly objected to and rejected by Buyer. Buyer reserves the right to revoke this offer at any time prior to acceptance, which acceptance shall take place only by (i) the return of an executed and unmodified copy of this Order, or (ii) Seller’s delivery of conforming goods to Buyer and Buyer’s acceptance thereof. Unless Seller accepts (ACKNOWLEDGES) this offer within five (5) days of issue, Buyer reserves the right to revoke this offer and/or reject any acceptance by Seller.
2. PRICING: Seller agrees and represents that the prices specified in this Order do not exceed current selling prices for the same or substantially similar articles, and for comparable quantities, and that such prices are not in excess of the maximum prices permitted by any applicable government laws or regulations existing on the date of this Order. Any extra handling charges incurred due to the failure of Seller to fill this Order as per instruction will be billed back to Seller. Should Buyer be offered similar goods or services at a delivered price lower than the price then in effect hereunder, or upon terms and conditions more favorable than those contained herein, Seller shall reduce Buyer’s price to such lower price or shall offer more favorable terms to Buyer for as long as the lower price or more favorable terms and conditions are available to third parties.
3. WARRANTY. Seller warrants the article delivered hereunder to be free from defects in labor, materials, or fabrication. This warranty shall run to Buyer, its successors, assigns and customers, and to the users of its products. All warranties herein shall also be construed as conditions and the representations and conditions herein contained shall not be deemed to be exclusive.
4. INSPECTION: Seller shall inspect all goods prior to shipment to Buyer. Nonconforming goods may be rejected by Buyer and returned to Seller at Seller’s risk and expense for credit, rebate of paid purchase price, or replacement, at Buyer’s option. Payment before Buyer inspection shall not be deemed acceptance of nonconforming goods or services.
5. COMPLIANCE WITH STATUTES AND REGULATIONS. Seller agrees to comply with all applicable provisions of federal, state and local laws, orders, rules and regulations and warrants that all goods and services supplied hereunder will be produced or rendered in compliance with the same. Upon Buyer’s request, Seller shall certify compliance with any laws or regulations deemed applicable by Buyer.
6. SHIPMENTS AND ADVANCED COMMITMENTS. Each container and accompanying packing lists must show this Order number. No charge shall be made for packaging or similar costs unless expressly authorized by this Order. All items shall be suitably prepared for shipment to secure the lowest transportation and insurance rates, and to meet the carrier’s requirements. Buyer may, at its option, either retain items received in advance of the delivery schedule or return them to Seller at Seller’s risk and expense; if retained, time for payment and discount shall be based upon scheduled delivery dates. Seller shall place all orders for and schedule deliveries of materials and parts necessary for its performance under this Order at such time as will enable Seller to meet, but not unreasonably anticipate, the schedule of delivery set forth herein. In the event of termination of or changes to this Order; Buyer shall not be liable, without prior written consent, for any changes or costs arising out of commitments by Seller for the acquisition of said materials and parts, or out of work performed in advance of the time necessary to meet the delivery schedule.
7. SELLER TOOLS, FIXTURES, PATTERNS, ETC. Unless otherwise specified in this Order, the purchase price includes the cost of any and all property such as, but not limited to, gauges, jigs, fixtures, dies, molds, tools, and patterns that may be obtained or required by Seller for the manufacture, fabrication, or assembly of the articles called for herein. Unless purchased by Buyer from Seller or otherwise specified, title will remain with the Seller.
8. TAXES. Federal, State or local taxes of any nature which are billed to Buyer, shall be stated separately in Seller’s invoices. Any and all tax exemption certificates will be accepted by Seller.
9. CHANGES. Buyer shall have the right at any time before completion of the Order to make changes in quantities, in drawings, and specifications, in delivery schedules, and in methods of shipment and packaging. If such changes cause an increase or decrease in prices or in the time required for performance, Seller shall promptly notify Buyer thereof, and a suitable adjustment shall be made. Changes shall not be binding upon Buyer unless evidenced by a purchase order change notice issued and signed by Buyer.
10. SHIPMENTS. Only over shipments which are caused by conditions of packing or allowances in manufacturing processes and which do not exceed 5% of the quantity called for will be accepted. In all other cases quantity shown is to be delivered net and no excess will be accepted. Unauthorized advance shipments are returnable at Seller’s expense. Except as otherwise expressly provided herein, all shipments shall be f.o.b. destination, and title to and risk of loss on all items shipped by Vendor to Purchaser shall pass to Purchaser upon delivery to the destination specified on the face of this order. Cost of all return shipments for whatever reason returned, shall be borne by Vendor with title and risk of loss passing at Purchaser’s plant, unless otherwise specified by Purchaser at the time of return.
11. DEFAULT AND EXCUSABLE DELAYS. Buyer reserves the right to cancel this Order in event of substantial default by Seller or if shipments are not made within specified time. Such cancellation shall be without prejudice to or waiver of Buyer’s right to recover damages therefore and shall not be construed as a rescission unless expressly so stated upon cancellation. Seller will not, however, be liable for damages occasioned by delays in delivery due to causes beyond Seller’s control and without Seller’s fault or negligence, provided Seller promptly notifies Buyer as soon as such delay becomes apparent.
12. INSPECTION AT SOURCE. If it is indicated elsewhere on this Order that supplies to be furnished hereunder shall be subject to inspection by Buyer upon the premises of the Seller, Seller, without additional cost, shall provide all reasonable facilities and assistance for the safety and convenience of such inspectors. At the time of inspections Seller shall make available to the inspectors copies of all drawings, specifications and process, preservation and packaging data applicable to the articles ordered herein. Such inspection shall be deemed as preliminary only and all articles ordered hereunder shall be subject to final inspection and acceptance in Buyers Plant.
13. PROPERTY FURNISHED TO SELLER BY THE BUYER. All designs, tools, patterns, drawings, specifications and other information, materials or equipment, etc., furnished by Buyer to Seller for use in manufacture of the items hereunder shall remain Buyer’s property, and the Seller shall not use any such property in the production, manufacture or design of any other articles or materials, or for the production or manufacture of larger quantities than those specified herein, without first obtaining Buyer’s written consent thereto. Buyer does not warrant the accuracy of tools and fixtures; however, all work must be in strict accordance with specification. Seller shall be fully responsible for all property upon delivery to Seller until redelivery thereof to Buyer. Seller shall promptly upon request from Buyer, whether on or prior to completion of work, deliver such property and productions to Buyer in accordance with the terms of said demand.
Goods Purchased From Pinnacle Converting Equipment Terms & Conditions
- WARRANTY: Pinnacle Converting Equipment & Services, LLC, dba Pinnacle Converting Equipment, Inc. (“Pinnacle” or “Seller”), warrants all parts to be free of defects for a period of 12 months from the date of shipment. Defective parts will be repaired or replaced free of charge, EXW Charlotte, NC upon examination by Pinnacle. The warranty on components not manufactured by Pinnacle, but part of the machine, is limited to the warranty provided by the original manufacturer of said components. The foregoing warranty will be void if equipment is not operated under normal intended usage and maintenance. Standard wear and tear items are excluded. Pinnacle shall not be responsible for repair or replacement of items which have been subjected to neglect, accident or improper use, or which have been altered by any other than authorized Pinnacle personnel. In no event shall Pinnacle be liable for special, incidental or consequential damages by reason of any breach of warranty or defect in material or workmanship.
- Prices: Unless otherwise stated, prices are $US.
- EXW Charlotte, NC Seller’s option.
- Modification: The terms, conditions and specifications herein are not subjected to modification except on written request agreed to in writing by the Seller.
- Electrical Codes: The equipment listed above may or may not conform to local electrical codes, NEMA or JIC standards. If compliance is mandatory, Buyer is to bear all cost of all required modifications, labor and material unless specifically outlined in proposal.
- Testing: Buyer will provide Seller with a reasonable amount of material for machine testing prior to Factory Acceptance Test.
- Acceptance: All contracts and orders are subject to final acceptance by Pinnacle, 1720 Toal Street, Charlotte, NC 28206
- Damages and Claims: Claims for shortage and/or damages as well as rejections for defects must be made in writing by Buyer within maximum of 15 days after receipt of shipment, except transportation damage or loss is to be reported at once to the delivering carrier and the Seller. Shipping containers must be retained for evidence, if applicable. Buyer must have shipment inspected by carrier and furnish the Seller with a copy of the inspection report. In case of noncompliance with the foregoing, Seller cannot assist Buyer in recovering from carrier(s) and Buyer must honor Seller’s invoice.
- Taxes: Prices quoted do not include any federal, state, city or local sales, use, or occupational tax. Any taxes legally required to be collected by Seller will be added to the invoice or billing separately.
- Collection: in the event this order is not paid within the terms of the purchase agreement covering the merchandise, the Seller may place this account for collection, in which case the Buyer will be liable for collection costs and all reasonable legal fees.
- Conditions: The clauses contained herein supersede and take precedence over any other clauses, terms or conditions.
- Indemnification: Buyer shall indemnify and hold harmless Seller, its successors, assigns, customers, directors, officers, employees and agents against any and all liability, costs, expenses (including reasonable attorneys’ fees), damages, claims, and causes of action arising out of the manufacture or sale of the goods or services, by any negligent act or omission of Seller, or arising out of the performance of any work or any other activity by Seller, it’s subcontractors and agents on Buyer’s premises and upon the tendering of any such suit or claim to Seller to defend the same at Buyer’s expense. The foregoing indemnification shall apply whether Seller or Buyer defends such suit or claim.
- Limitation on Liability: Any action by Buyer arising out of or related to this purchase must be commenced within one year after the scheduled date of delivery of the goods or services ordered. Seller’s liability on any claim of any kind arising out of or related to this Purchase Order shall in no case exceed the purchase price of the goods or services which give rise to the claim.
- General: The Contract arising pursuant to this Order shall be governed by the laws of the State of North Carolina without regard to its conflict of laws provisions. The parties expressly agree that this Agreement and any Agreement, undertaking or performance that may be promised, performed or executed to implement this Agreement shall not be subject to and shall not be interpreted by the United Nations Convention on Contracts for the International Sale of Goods.
- Storage: If after 10 days from the date that Pinnacle provides Buyer notice that an order is ready to ship, if the Buyer is unable to authorize or accept shipment, the order shall be placed in suitable storage by Pinnacles. Storage charges will be charged on the account of the Buyer based upon the dimensions of the order.
- Intellectual Property: The proposals, designs, drawings, operating manuals, software, and/or code related to and/or embodied in the equipment (hereinafter IP) set forth in the subject Purchase Order (hereinafter purchased equipment) is and remains the property of Pinnacle. Pinnacle deems this IP proprietary, of great value to Pinnacle’s business, and does not alienate the IP with the sale of the purchased equipment. Pinnacle, instead, grants Buyer a license to the IP limited to the use of the IP with the purchased equipment. The IP may not be used or copied for any purpose including reproduction of the purchased equipment or reproduction of any subcomponent of the purchased equipment, without the express written consent of Pinnacle, that will not be unreasonably withheld. Buyer shall not reverse engineer, modify, decompile, analyze the composition of, create other works from, or disassemble any of Pinnacle’s equipment, without the express written permission of Pinnacle.
- Default: If Buyers fails to complete this purchase or terminates this agreement before delivery, Seller may retain, as liquidated damages, all funds actually paid at the time Seller receives notice of default.