John W. Danforth Company - Terms Of Purchase

Read the John W. Danforth Company Terms Of Purchase:

• 1. SALES POLICY
• 2. FREIGHT POLICY
• 3. EXPORT POLICY
• 4. COMPLETE AGREEMENT

1. SALES POLICY

1.1. Identification.
Identification required from all customers

1. 2. Prices.
All prices offered are net prices with discounts already applied.

1.3. Sales Tax.
John W. Danforth is required to charge applicable state and local tax on every item for which sales tax exemption certification has not been provided. When ordering please indicate clearly which items are tax exempt and provide us with a tax-exempt certificate.

1.4. Payment Terms.
For customers with established credit, terms are net thirty (30) days from date of shipment. At John W. Danforth Company´s option, export orders may be subject to special export payment terms and conditions. If credit is not established, please include payment with order or purchase through Visa, MasterCard, or American Express. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars. John W. Danforth Company shall have the right of set-off and deduction for any sums owed. If customer fails to make payment within thirty (30) days, John W. Danforth Company may defer shipments until such payment is made, or may, at its option, cancel all or any part of unshipped order.

1.5. Credit Balance.
Customer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND JOHN W. DANFORTH COMPANY SHALL HAVE NO FURTHER LIABILITY.

1.6. Cancellation & Refunds.
Any cancellation must be approved by John W. Danforth Company, and may be subject to restocking and other charges including shipping. In the case of damaged or lost goods John W. Danforth Company will, at their discretion, either (i) replace the goods, or (ii) issue a credit to your credit card account.

2.1. Shipping Charges.
Unless otherwise stated, freight and shipping fees will be charged for shipments to a customer´s place of business anywhere in the world, using a carrier of our choice. The consignee must pay additional services, such as customer´s carrier or special handling by the carrier. Items backordered from an order qualifying for prepaid shipping charges will be shipped prepaid. Title and risk of loss pass to the customer upon tender of shipment to the customer. If product is damaged in transit, John W. Danforth Company must file claim with the carrier.

JOHN W. DANFORTH COMPANY LIMITED WARRANTY

LIMITED WARRANTY. ALL PRODUCTS SOLD ARE WARRANTED BY JOHN W. DANFORTH COMPANY ONLY TO CUSTOMERS FOR USE IN BUSINESS OR ORIGINAL EQUIPMENT MANUFACTURE, AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS UNDER NORMAL USE FOR 30 DAYS AFTER DATE OF PURCHASE FROM JOHN W. DANFORTH COMPANY, UNLESS OTHERWISE STATED. ANY PART WHICH IS DETERMINED BY JOHN W. DANFORTH COMPANY TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO JOHN W. DANFORTH COMPANY, SHIPPING COSTS PREPAID, WILL BE, AS THE EXCLUSIVE REMEDY REPLACED. AT JOHN W. DANFORTH COMPANY´S OPTION.

WARRANTY DISCLAIMER. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY JOHN W. DANFORTH COMPANY. JOHN W. DANFORTH COMPANY DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION, AND ANY DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY. ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. JOHN W. DANFORTH COMPANY’S LIABILITY IN ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED. THE PURCHASE PRICE PAID.

2.2. Prompt Disposition.
John W. Danforth Company will make a good faith effort for prompt correction or other adjustment with respect to any product, which proves to be defective within warranty period. Before returning any product, write or call the John W. Danforth Company, giving date and number of original invoice, and describing defect.

2.3. Product Suitability.
Many states and localities have codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, which may vary from those in neighboring areas. While John W. Danforth Company attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product, please review the product application, and national and local codes and regulations, to be sure that the product, installation, and use will comply with them.

2.4. No Warranties to Consumers.
John W. Danforth Company makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.

2.5. Cancellation.
Any cancellation must be approved by John W. Danforth Company, and may be subject to restocking and other charges including shipping.

2.6. Modification of Terms.
John W. Danforth Company´s acceptance of any order is subject to customer´s assent to all of the terms and conditions set forth in John W. Danforth Company´s acknowledgment, and customer´s assent to these terms and conditions shall be presumed from customer´s receipt of John W. Danforth Company´s acknowledgment, or from customer´s acceptance of all or any part of the goods or services ordered. No addition or modification of terms and conditions shall be binding upon John W. Danforth Company unless agreed to by John W. Danforth Company in writing. If a purchase order or other correspondence contains terms or conditions contrary to the terms and conditions contained in John W. Danforth Company´s acknowledgment, John W. Danforth Company´s acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that constitute a waiver by John W. Danforth Company of any of the terms and conditions contained in John W. Danforth Company´s acknowledgment.

3.1. Shipping Charges and Freight Policy. Unless otherwise varied, shipping terms are; freight is prepaid to customer site for all orders using routing of John W. Danforth Company´s choice. At John W. Danforth Company´s option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Buyer´s exclusive remedy. Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in the United States; provided that if payment has not been made at the time of shipment, John W. Danforth Company shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, John W. Danforth Company will file claim exclusively with airline, carrier, vessel and/or insurance company.

3.2. Trademarks, Copyrights, and Domain Names. Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of John W. Danforth Company, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of John W. Danforth Company. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.

3.3. Quotations. Quotations on large quantities are available upon request. Customer should contact John W. Danforth Company.

3.4. Export Controls and Related Regulations. Customer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce´s Bureau of Industry and Security´s Denied Persons List or Unverified List; or the United States Department of the Treasury´s Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State´s Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. Customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.

3.5. Foreign Principal Party in Interest; Freight Forwarder and Documentation. It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Customer´s agent in such capacity for Export Administration Act or other applicable purposes; and Customer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At John W. Danforth Company´s request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to them by John W. Danforth Company.

3.6. Governing Law; Limitations. The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of the State of New York, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one year after the cause of action has arisen.

3.7. Severability. If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of John W. Danforth Company and Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.

3.8. Dispute Resolution. Actions by John W. Danforth Company for nonpayment by Customer of the purchase price of products sold by John W. Danforth Company, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by John W. Danforth Company, at its option, before any United States or foreign judicial court of competent jurisdiction. At John W. Danforth Company´s option, disputes between Customer and John W. Danforth Company, including all claims for non-performance by John W. Danforth Company, shall be finally settled by arbitration in Buffalo, NY, United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of New York, United States, and the language of the arbitration shall be English.

3.9. Country of Importation and Anti-diversion. Customer represents that it is purchasing products from the United States and importing them to the country specified in Customer´s and John W. Danforth Company´s documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by John W. Danforth Company, Customer shall provide documentation satisfactory to John W Danforth verifying delivery at the designated country. Customer further agrees to inform John W. Danforth Company at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but John W. Danforth Company shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless John W. Danforth Company expressly agrees to do so.

3.10. Permits, Export, and Import Licenses. Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations; including but not limited to the Department of Defense or Department of State regulations.

4. COMPLETE AGREEMENT
These terms and conditions, together with any other terms and conditions that John W. Danforth Company publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) at "www.danforthfilters.com," or (iii) in any document including, without limitation, those involving extension of credit by John W. Danforth Company, or export of products, represent the entire agreement between the parties and shall supercede all written and unwritten statements, agreements, and understandings between John W. Danforth Company and Customer pertaining to the subject matter of this agreement.

Waiver. The failure of either John W. Danforth Company or Customer to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.