SALES TERMS AND CONDITIONS
These Terms and Conditions of Sale (“Agreement”) govern all sales by HJ Waterjet, Inc. (“Company”) of products, equipment, parts, services, and related items (“Equipment”).
Commencement of work, shipment of Equipment, or acceptance of payment constitutes Purchaser’s acceptance of these Terms. Any additional or conflicting terms proposed by Purchaser are expressly rejected unless agreed to in writing by an authorized officer of the Company.
1. PRICES AND PAYMENT
All prices are subject to change without notice prior to acceptance. Quotations automatically expire after thirty (30) days unless otherwise stated in writing.
Payment terms are net thirty (30) days from invoice date unless otherwise specified. Late payments shall accrue interest at the lesser of:
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1.5% per month (18% annually), or
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The maximum rate permitted by law.
The Company may:
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Suspend performance
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Withhold shipments
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Reclaim goods in transit
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Cancel the contract
if Purchaser fails to make timely payment.
Purchaser shall be responsible for all costs of collection, including reasonable attorneys’ fees and court costs.
2. TITLE; SECURITY INTEREST; RISK OF LOSS
Title and risk of loss pass to Purchaser upon delivery to carrier or tender at Purchaser’s facility, whichever occurs first.
The Company retains a purchase-money security interest in the Equipment until full payment is received. Purchaser authorizes the Company to file UCC financing statements without signature where permitted by law.
Purchaser shall:
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Keep Equipment free from liens and encumbrances
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Not sell, transfer, or encumber Equipment prior to full payment
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Maintain insurance naming Company as additional insured and loss payee
Failure to insure does not relieve Purchaser of risk of loss.
3. CANCELLATION AND RETURNS
Orders may not be canceled without written consent of the Company.
If cancellation is permitted, Purchaser shall pay:
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All work completed
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All materials ordered
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All non-cancelable commitments
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Restocking fees (minimum 25%)
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Engineering and administrative costs
Custom or special-order Equipment is non-cancelable and non-returnable.
Returns require prior written authorization and may be subject to inspection and restocking fees.
4. DELIVERY; FORCE MAJEURE
Delivery dates are estimates only.
The Company shall not be liable for delays caused by:
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Supply chain disruptions
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Labor shortages
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Acts of God
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Government actions
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Transportation delays
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Raw material shortages
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Energy shortages
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Pandemic-related impacts
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Any cause beyond Company’s reasonable control
The Company may allocate production and deliveries at its sole discretion during shortages.
Purchaser’s acceptance of Equipment waives all delay claims.
5. INSPECTION AND ACCEPTANCE
Purchaser shall inspect Equipment within five (5) days of delivery.
Failure to provide written notice of defects within five (5) days constitutes:
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Irrevocable acceptance
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Waiver of all claims (except valid warranty claims made within the warranty period)
Minor defects shall not be grounds for rejection.
6. TAXES
All taxes, duties, tariffs, and governmental charges are the sole responsibility of Purchaser.
If the Company is required to pay any such amounts, Purchaser shall immediately reimburse the Company.
7. WARRANTY (LIMITED)
The Company warrants Equipment for thirty (30) days from shipment.
This warranty is strictly limited to repair or replacement, at Company’s sole discretion, of defective parts.
Warranty is void if:
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Equipment is modified
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Improperly installed
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Improperly maintained
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Misused
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Operated outside specifications
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Repaired without written approval
The Company may require prepaid return of allegedly defective parts.
THIS WARRANTY IS EXCLUSIVE.
THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:
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MERCHANTABILITY
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FITNESS FOR A PARTICULAR PURPOSE
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NON-INFRINGEMENT
No employee or agent may modify this warranty unless in writing signed by an officer.
8. LIMITATION OF LIABILITY
Company’s total liability under any theory shall not exceed the purchase price of the specific Equipment giving rise to the claim.
IN NO EVENT SHALL COMPANY BE LIABLE FOR:
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Lost profits
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Loss of production
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Downtime
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Loss of contracts
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Loss of business opportunity
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Loss of goodwill
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Cost of substitute equipment
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Incidental damages
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Consequential damages
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Special damages
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Punitive damages
This limitation applies even if the remedy fails of its essential purpose.
9. INDEMNIFICATION
Purchaser shall indemnify, defend, and hold harmless the Company from any claims, losses, liabilities, damages, fines, penalties, or expenses (including attorneys’ fees) arising out of:
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Improper installation
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Improper use
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Modification of Equipment
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Combination with other products
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Purchaser’s failure to comply with laws
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Injury or property damage after delivery
This obligation survives termination.
10. EXPORT COMPLIANCE
Purchaser shall comply with all U.S. export laws and regulations and indemnify the Company from any violation.
11. COMPLIANCE WITH LAWS
Purchaser is solely responsible for compliance with:
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Local codes
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OSHA requirements
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Environmental laws
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Safety regulations
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Operational permits
Company assumes no responsibility for site compliance.
12. INTELLECTUAL PROPERTY
All drawings, designs, specifications, and engineering data remain the exclusive property of the Company.
Purchaser shall not reproduce, distribute, or reverse engineer Equipment without written consent.
13. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL
This Agreement shall be governed by the laws of the State of Georgia.
Exclusive venue shall be in state or federal courts located in Georgia.
Purchaser irrevocably consents to jurisdiction in Georgia.
THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14. ATTORNEYS’ FEES
In any dispute arising from this Agreement, the Company shall be entitled to recover its reasonable attorneys’ fees and costs.
15. SEVERABILITY
If any provision is found unenforceable, the remaining provisions remain in full force.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and supersedes all prior oral or written communications.
Modifications must be in writing signed by an authorized officer of the Company.