Effective July 2020
THIS SALES ORDER IS EXPRESSLY LIMITED TO AND MADE CONDITIONAL UPON THE TERMS AND CONDITIONS CONTAINED HEREIN. OBJECTION BY BUYER TO ANY OF THE TERMS CONTAINED HEREIN SHALL BE DEEMED TO HAVE BEEN WAIVED IF WRITTEN NOTICE OF THE OBJECTION IS NOT RECEIVED BY LAMINATORS INCORPORATED WITHIN TEN (10) DAYS OF THE DATE OF THIS SALES ORDER OR BEFORE PART OF THE DESCRIBED GOODS ARE ACCEPTED BY BUYER, WHICH EVER COMES FIRST.
Claims for shortages, defects and nonconforming goods must be made by Buyer in writing within seven (7) days of receipt which writing shall state with particularity all material facts concerning the claim then known to Buyer. In the event of any such complaint, Buyer shall hold the goods complained of intact and duly protected for a period of sixty (60) days for inspection by Laminators Incorporated or its authorized agent. If any credit is allowed by Laminators Incorporated for shortages, defects or nonconforming goods, the goods must be retained intact and duly protected by Buyer and Laminators Incorporated shall have sixty (60) days from the date such claim is allowed to dispose of such goods. Buyer shall in no event return any goods to Laminators Incorporated unless expressly authorized to do so in writing by Laminators Incorporated.
The invoice is issued by Laminators Incorporated upon the express understanding by Buyer that Laminators Incorporated shall not be liable for delays in delivery of the goods or inability to deliver the goods caused by or due to inability to obtain transportation, equipment, or material, insurrection, fires, floods, storms, embargoes, pandemics, action of any military of civil authorities, whether legal or de facto, strikes, labor difficulties, riots, lock outs, acts of God or other similar or different circumstances beyond the control of Laminators Incorporated.
Any cancellation or termination by Buyer of the contract created herein between Buyer and Laminators Incorporated shall be reasonably communicated by Buyer to Laminators Incorporated in writing. Upon receipt of such communication, Laminators Incorporated may act in any commercially reasonable manner with respect to the goods and Buyer shall pay to Laminators Incorporated any and all damages which Laminators Incorporated could recover under the Pennsylvania Uniform Commercial Code.
All costs of freight and transportation from Laminators Incorporated’s facility to Buyer’s facility designated in the invoice, unless prepaid, and all demurrage charges shall be paid by Laminators Incorporated; however, if there are any increased freight rates or charges assessed after order placement, Buyer shall pay for all such increased freight rates or charges whether prepayment for freight rates has been made or not.
A waiver by Laminators Incorporated of any breach by Buyer of this contract shall be in writing, signed by a duly authorized representative of Laminators Incorporated, and shall not constitute a waiver by Laminators Incorporated of any other breach of this contract by Buyer.
Delivery of the goods by Laminators Incorporated to the carrier at the point of origin shall constitute delivery of the goods to Buyer and thereafter the shipment of the goods shall be at Buyer’s risk. All claims and allowances for damage to the goods incurred in transit must be filed against and presented to the carrier by Laminators Incorporated.
Prices and terms of payment are as shown on the applicable sales orders and invoice forms. All funds are to be remitted to Laminators Incorporated at 3255 Penn Street, Hatfield, PA 19440-1731. All payments shall be made in legal tender of the United States of America. Any amounts past due are subject to a service charge of 2% per month unless applicable laws require a lesser charge.
Buyer shall, in the event that affirmative action is required on the part of Laminators Incorporated to collect the amount owing to Laminators Incorporated by Buyer under this contract, pay to Laminators Incorporated all costs of collection including reasonable attorney fees.
9. INTEGRATION CLAUSE
These terms and conditions, along with the Distributor Agreement between Laminators Incorporated and Buyer and the Exhibits attached to such Distributor Agreement, if such Distributor Agreement has been executed, contain the entire agreement between the parties hereto and supersedes any and all prior written and/or oral agreements. These terms and conditions may be altered or modified only in writing signed by the parties hereto.
10. APPLICABLE LAW
This contract shall be governed by and construed in accordance with the law of the Commonwealth of Pennsylvania, without application of any conflict of laws principles.
For full product warranty information, please contact us at 800.523.2347.
Effective July 2020