Standard Terms and Conditions
1. CREDIT APPROVAL: Any order is subject to approval of Purchaser´s credit by
Hanover® Architectural Products ("HANOVER®"). The Purchaser
shall provide HANOVER® with all necessary information requested to verify
Purchaser´s credit. Failure to provide such information shall void the order
without notice. Approval shall be at the sole discretion of HANOVER®. This document
shall be subject to any additional terms requested by HANOVER® in order to
approve Purchaser´s credit.
2. TERMS: The terms and conditions of a contract with HANOVER® may
not be modified in any way without the written consent of an officer of HANOVER®. All prior
purchase orders, contracts, negotiations and representations, oral or written, made by or between
Purchaser and/or HANOVER® regarding this transaction are superseded by this contract.
3. QUOTATIONS: Material in stock is offered subject to prior sale. All
quotations are for immediate acceptance, or as stated on the face of this form, and are subject
to change without notice. No sale of or contract of sale for goods by HANOVER® shall be
binding upon HANOVER® unless approved in writing by a corporate officer. Unless otherwise
specified herein, freight and insurance charges from the place of manufacture or supply point
shall be borne by Purchaser.
4. WARRANTY: HANOVER® EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTY
THAT THE GOODS COVERED BY THIS AGREEMENT ARE MERCHANTABLE OR FIT FOR ANY
PARTICULAR PURPOSE, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WHICH
EXTEND BEYOND HANOVER´s DESCRIPTION OF THE GOODS. Any sample or
model shown to Purchaser was shown for illustrative purposes only, and such sample or
model shall not be deemed to create an express warranty that any of the goods covered
by this agreement shall conform identically in all respects to such a sample. Actual fabricated
product can vary from any sample provided, including, but not limited to, natural variations
of raw material. Any description, or illustration contained in HANOVER´s catalogues,
price lists or any other advertising materials are intended merely to present a general description
of goods and shall not be deemed to create an express warranty that the goods shall conform
to the description or illustration and shall not form a part of this order.
5. LIMITATION OF LIABILITY: In no event will HANOVER® be liable for
consequential, incidental, special or exemplary damages, including, without limitation, loss of
profits, or revenues, loss of use of, or damage to, any associated equipment or materials, cost
of capital, cost of substitute products, facilities or services, downtime or costs or claims of
Purchaser´s customers or clients, whether based upon contract, tort, strict liability or
otherwise. HANOVER´S liability on any claim of any kind for any loss or damage arising
out of, resulting from or concerning any aspect of this Document, or any order relating hereto,
or from any goods or services furnished hereunder, shall be limited to either of the following
remedies (the election of which shall be made solely by HANOVER®); 1) replacement of
the product at HANOVER´S cost, said replacement to be manufactured by HANOVER®,
and shipped F.O.B. HANOVER´S Plant to the Purchaser. Replacement as used herein
shall mean the providing of substituted material only and shall not include any labor or
installation in respect of such replacement; or 2) monetary payment by HANOVER®
to the Purchaser not to exceed the amount of the contract price of the ordered products
excluding freight.
6. INDEMNIFICATION: HANOVER® assumes no responsibility for the
performance, use, maintenance or repair of the goods covered hereby unless they are installed,
used, maintained and repaired in strict compliance with all applicable building codes, architectural
or engineering plans or specifications, any instructions or guidelines that have been provided by
HANOVER® and all applicable laws, regulations, statutes or ordinances. In the event
Purchaser shall fail to install, maintain, use and repair the goods as aforesaid, then Purchaser
shall indemnify and hold harmless HANOVER® and its successors and assigns from and
against any and all costs (including counsel fees), loss (including incidental and consequential
damages) and damages of any nature arising out of or resulting from any improper use,
maintenance, installation or repair of the goods covered hereby or from any violation of any
applicable law, regulation, statute or ordinance by the Purchaser, or on its behalf, or by its
agents, employees, licensees, lessees, vendees, or direct or remote assigns. Said costs, loss
and damages shall include, without limitation, liability arising from the injury, illness or death
of any person or damage to or destruction of any property, whether said liability is premised
upon contract, tort, strict liability or otherwise.
7. SHIPMENT, TITLE AND FREIGHT: Shipping dates are approximate
and are not guaranteed for a particular date or time. HANOVER® shall not be liable for
delay in shipment, or for failure to manufacture, due to causes beyond HANOVER´S
reasonable control including, without limitation, delays in receipt of or unavailability of materials,
strikes, accident, riots, acts of God, acts of Purchaser, government action, embargoes, priorities
and allocations. The date of delivery shall be extended for such time as may be reasonably
necessary to enable HANOVER® to ship. HANOVER´S only duty in such a case is
to reasonably notify the Purchaser of the delay or non-delivery. If delivery is in installments,
delay in delivery of any installment shall not relieve Purchaser of its obligation to accept the
remaining installments. If HANOVER® is required to store in its facilities goods ordered by
Purchaser for more than thirty (30) days after the scheduled delivery dates, there shall be an
additional charge of $20.00 for each day in excess of the thirty (30) day period. Unless it is
expressly stated on the face of this Document to the contrary, delivery shall be deemed
completed upon delivery of the goods covered by this Document at the place of manufacture
to a common carrier designated by the Purchaser, or failing such designation, to any common
carrier. Claims against the carrier must be made by the Purchaser. It is the responsibility of
the Purchaser to check shipments for damage or shortage and to file a claim with the carrier.
PURCHASER HEREBY GRANTS TO HANOVER® AND HANOVER® HEREBY RETAINS
A SECURITY INTEREST IN THE GOODS UNTIL PURCHASE PRICE IS FULLY PAID. Risk of loss
with respect to the goods shall pass to Purchaser when the goods are placed on the carrier
at HANOVER´s plant.
8. PAYMENT AND INTEREST: No offset, back-charge, claim or
deduction of any kind shall be withheld from any amount owed by Purchaser to HANOVER®
without the written consent of an officer of HANOVER®. All amounts owed by Purchaser to
HANOVER® shall accrue interest at the rate of two (2%) percent per month, or the
maximum rate permitted by law, whichever is less, from due date. Purchaser shall reimburse
HANOVER® for all costs of collection accrued by HANOVER®, including, without
limitation, attorney´s fees. Any monies received by HANOVER® from Purchaser may be
applied by HANOVER® to any of Purchaser´s open accounts in any manner that
HANOVER® may determine.
9. BOND: If a payment bond or performance bond is issued
applicable to a project for which HANOVER® will be providing goods covered by this
Document, the Purchaser shall deliver a true copy of such bond to HANOVER® prior to
the commencement on any work hereunder by HANOVER® and HANOVER® shall have
no obligation hereunder to commence work until it shall have received a true copy of such bond.
10. NOTICE OF NONCONFORMITY: Purchaser shall inspect goods on receipt
and make such measurements or tests with respect to the goods as are reasonably necessary to
determine their compliance with this Document before commencing installation or altering the goods
in any respect. Purchaser shall notify HANOVER® of all defects in goods within ten (10) days of
discovery of same and within five (5) days if a shortage is claimed. Purchaser´s notice of
nonconformity shall provide detailed information as to the nonconformity or shortage. Purchaser
shall hold the goods for disposition and afford HANOVER® a reasonable opportunity to inspect
the goods. In no event shall the goods be returned without HANOVER´s consent. Failure
to inspect goods and/or otherwise comply with the terms of this paragraph shall constitute a waiver
by the Purchaser of all claims in respect of any nonconformity or shortage of goods which would have
been discoverable by reasonable inspection and shall be conclusive evidence that HANOVER®
has satisfactorily performed. Any action or remedy by the Purchaser for any breach hereof must
be commenced by the Purchaser within one (1) year of the execution of the order.
11. CANCELLATION OR CHANGE: HANOVER®, and only
HANOVER®, may cancel any order relating hereto if the Purchaser has become insolvent or
bankrupt or admits in writing its inability to pay its debts as they mature, or if proceedings are
commenced by or against the Purchaser in any jurisdiction under a provision or chapter of any
bankruptcy act, or if the Purchaser suffers the appointment of a receiver or trustee or makes an
assignment for the benefit of creditors. If Purchaser fails to comply with any term or condition
hereof, HANOVER®, and only HANOVER®, may, after giving three (3) days prior written
notice, stop all work hereunder until such term or condition is complied with in full to its
satisfaction. Two (2) such instances causing HANOVER® to give notice to stop work shall
give HANOVER® the right to cancel Purchaser´s order without notice to Purchaser.
Nothing herein shall prejudice any other remedy which HANOVER® may have as a result of
Purchaser breach. No part of the order and these terms and conditions may be canceled,
countermanded or modified for any reason by Purchaser, except with the express written consent
of an authorized officer of HANOVER® and subject to the terms and conditions hereof. In the
event HANOVER® consents to a Purchaser´s request for cancellation or modification,
the Purchaser shall pay to HANOVER® the reasonable costs, (including freight costs of
return), expenses, damages and loss of profit of HANOVER® incurred thereby, and including,
without limitation, the expenses caused by HANOVER´s commitments to its suppliers or
to HANOVER® subcontractors, which shall in no event be less than twenty-five (25%)
percent of the sales price for all goods so canceled. A partial cancellation shall subject the
entire order to price adjustment where quantity discounts were given based upon the volume
of the entire order. In the event of change in specifications made by Purchaser, prices will be
increased or decreased to correspond to the amount of material, labor, engineering, overhead
and other factors involved with due consideration for work done prior to the change.
12. CREDIT CHECK: Purchaser acknowledges and agrees that
HANOVER® may perform a credit check prior to the commencement and acceptance of an
order and that all orders are subject to approval of Purchaser´s credit by HANOVER®.
Purchaser shall provide HANOVER® with all necessary information requested to verify
Purchaser´s credit. Failure to provide such information shall void said order without notice.
Approval shall be at the sole discretion of HANOVER®. This Document shall be subject to
any additional terms requested by HANOVER® in order to approve Purchaser´s credit.
13. TAXES AND DUTIES: HANOVER® prices do not include sales,
use or similar taxes, duties, tariffs or other charges of any kind. Consequently, in addition to
the price specified herein, Purchaser shall pay the amount of any present or future sales, use or
similar taxes, excises, duties, tariffs, and other charges (including, without limitation, royalties)
applicable to this Document, or any order relating hereto, or the delivery, storage, manufacture,
use or consumption of any goods covered hereby.
14. CHOICE OF LAW AND FORUM: The laws of Pennsylvania shall
govern all matters relating hereto or to any goods covered hereby. Any legal actions which may
arise as a result of disputes, controversies, or claims arising out of or related to an order with
HANOVER® or any goods or services covered hereby shall be litigated in the Court of
Common Pleas of Adams County, Pennsylvania, or in such other forum as HANOVER® and
the Purchaser may agree upon.
15. CONDITIONS OF AGREEMENT: No terms or conditions other
than those stated herein, and no agreement or understanding, oral or written, purporting to
modify these terms or conditions whether contained in the Purchaser's purchase or shipping
release forms, or elsewhere, shall be binding on HANOVER® unless hereafter made in
writing and signed by an authorized officer of HANOVER®. No proposals, negotiations
and representations, if any, made prior and with reference hereto shall have any effect unless
expressed herein. No waiver by HANOVER® of any breach or of any provision hereof shall
constitute a waiver of that breach or that term at any subsequent time or of any other breach
or term. Any stenographic, clerical or other errors which are obvious or which reasonably can
be understood by the parties to be errors are subject to correction without penalty. If any
provision or paragraph hereof is determined to be illegal or unenforceable, it shall not affect
enforceability of any other provision or paragraph hereof.
16. ASSIGNMENT: Neither HANOVER® nor Purchaser may
assign the attached document or any order relating hereto without the written consent of the
other, except that a contract with HANOVER® will automatically be assigned to any
successor to HANOVER® by reason of merger, consolidation, or sale of substantially
all of its assets.
17. CONTROLLING DOCUMENT: These terms and conditions
control the terms of the transaction between HANOVER® and Purchaser. In the event
any other written document becomes integrated into the Purchase contract between
HANOVER® and the Purchaser, its terms shall be applicable only where they address
provisions not provided in this document. Any ambiguity which might arise between
the provisions of these terms and conditions and any other document which may become
integrated into the contract between HANOVER® and the Purchaser shall be resolved in
favor of these terms and conditions. Provisions included in documents integrated into the
contract between the Purchaser and HANOVER® shall have no cumulative effect
where such provision addresses a right, remedy or requirement otherwise addressed
in these terms and conditions, but rather, such provision shall be superseded by the
appropriate provision contained in these terms and conditions.
If you have any questions about these Terms and Conditions, please direct them to:
Hanover® Architectural Products
info@hanoverpavers.com |
|
