OFFER; ACCEPTANCE:
The terms and conditions of product sales are limited to those contained herein. Any additional or different terms in any forms delivered by you ("Customer") are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. By accepting delivery of the products described in Centor North America Inc invoice or other Centor North America Inc (Centor) documentation, Customer agrees to be bound by and accepts these Terms & Conditions of Sale (as opposed to the additional terms in any forms delivered by you) unless Customer and Centor have signed a separate agreement which specifically states that the terms and conditions herein are inapplicable, in which case the separate agreement will govern.
These Terms & Conditions of Sale constitute a binding agreement between Customer and Centor with respect to all orders placed by Customer and are referred to herein as either "Terms & Conditions of Sale" or this "Agreement." Customer accepts these Terms & Conditions of Sale by making a purchase, placing an order. These Terms & Conditions of Sale are subject to change by Centor as to future orders without prior notice, except that the Terms & Conditions of Sale at the time Customer places an order will govern the order in question, unless otherwise agreed in writing by Centor and Customer. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the Terms & Conditions of Sale contained herein and in Centor invoice or other Centor documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms & Conditions of Sale or any purchase order or invoice related thereto.
QUOTATIONS AND ORDERS:
Centor has created a web-based quoting and ordering system, Centor Production System (CPS). CPS allows the Customer to generate quotes and enables online ordering.
CANCELLATION OR MODIFICATION:
Customer may not cancel or modify its order except upon terms accepted in writing by Centor. In the event of such cancellation or modification, Customer shall compensate Centor for all resultant costs and damages including but not limited to lost profits and attorneys’ fees.
PRICE & PAYMENT:
All prices and transportation charges are quoted in and shall be paid in U.S. Dollars. All general or special taxes, duties, fees, freight and insurance costs and any other charges of any nature whatsoever, imposed on, in connection with or measured by any transaction between Centor and the Customer shall be paid by the Customer in addition to the prices quoted or invoiced
Unless otherwise stated in the quotation or invoice, payment terms are 50% deposit with order and 50% net 30 days after shipment. Late payments shall bear interest at the rate of 8% per annum until paid.
If Customer does not pay any amount when such amount is due, or if Customer defaults in the performance of these Terms & Conditions of Sale, Centor may, without incurring liability and without prejudice to Centor’s other lawful remedies and at its sole option: (i) terminate Centor's obligations under these Terms & Conditions of Sale and/or any quotation or invoice issued from Centor to Customer, (ii) declare immediately due and payable all of Customer's obligations to Centor, (iii) change credit terms with respect to any further work, (iv) suspend or discontinue any further work until Customer pays all overdue amounts. Customer agrees to reimburse Centor for all costs incurred by Centor in collecting any sums owed by Customer to Centor, including without limitation, attorneys' fees and costs of proceedings. Centor reserves the right to require payment in advance or other secured form of payment from time to time.
TITLE; RISK OF LOSS; INSPECTION:
For domestic shipments the customer assumes title of goods when carrier picks the goods for delivery. Goods are shipped FOB Centor’s manufacturing facility in Aurora Illinois. For sales to Customers outside the United States, the Delivery Point shall be EX WORKS Centor’s manufacturing facility pursuant to INCOTERMS 2010, as may be amended from time to time.
Customer shall inspect the products upon receipt and any claims for shortages or other errors must be noted at the time of delivery on all carrier documents and supported by signed documentation. Claims for shortages or other errors including shipping damage must be made in writing to the freight carrier and Centor within ten (10) days after delivery of the products to the Delivery Point. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Customer. No products may be returned to Centor for any reason without Centor prior written authorization from Centor.
DELIVERY:
Customer may select the mode of transportation, routing and carrier for delivered orders. If Customer does not provide Centor with shipping instructions at the time the order is placed, then Centor shall select the mode of transportation for delivered orders. Centor will use its reasonable business efforts to meet any scheduled dates, but does not guarantee to meet such dates. Time for delivery shall not be of the essence. Failure by Centor to make any shipments by scheduled dates does not constitute a cause for cancellation and/or for damages of any character. Centor will prepay the freight and invoice the Customer for the delivery costs (which invoice shall be paid immediately).
LIMITED WARRANTY:
See Centor’s limited warranty for product warranty information
CENTOR PRODUCT WARRANTY & OTHER MANUFACTURER'S WARRANTIES:
Products produced and manufactured by Centor have a separately stated Centor product warranty with terms and conditions that shall apply. On products or components furnished by Centor, but produced or manufactured by others, the written warranty of the manufacturer, if any, will be assigned to Customer if assignment is reasonably practicable. Customer shall look solely to the manufacturer of said product for any such warranty claim and Centor shall have no liability for any such warranty and Centor does not adopt or guarantee or represent that the manufacturer will comply with any of the terms of the warranty of such manufacturer.
LIMITED LIABILITY:
Prior to using products, customer shall determine the suitability of the product for the intended use and customer shall assume all risk and liability whatsoever in connection therewith. In no event shall Centor be liable for incidental, indirect, compensatory, punitive, consequential, special or other damages, including, but not limited to, loss of profits. Centor's aggregate liability with respect to a claim of defective product and these terms & conditions of sale and/or any quotation or invoice issued from Centor to customer shall be limited to the remedies as set forth in Centor's limited warranty
FORCE MAJEURE:
Centor will endeavor to fill all accepted orders as soon as it is reasonably practical and consistent with production schedules. Centor shall however not be responsible for delay in delivery or failure to fill orders or other default or damage where such has been caused by an act of God, war, major disaster, terrorism, insurrection, riot, flood, earthquake, fire, strike, lockout or other labor disturbance, delay by carriers, shortage of fuel, power, materials or supplies, operation of statutes, laws, rules or rulings of any court or government, demand for goods exceeding Centor's available supply, or any other cause beyond Centor's control affecting production or delivery. In the event of any delay in shipment or nonperformance caused by any of the foregoing, Centor may, at its option and without liability, cancel all or any portion of its obligations to Customer and/or extend any date upon which performance is due.
GOVERNING LAW:
This agreement is executed in Kane County, IIlinois. These Terms & Conditions of Sale and any sale of products hereunder will be governed by the laws of the state of Illinois, without regard to conflicts of laws rules. Any arbitration, enforcement of an arbitration or litigation will be brought exclusively in Kane County, IIlinois and customer consents to the jurisdiction of the federal and state courts located therein, submits to the jurisdiction thereof, and waives the right to change venue. Customer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding. Except in the case of nonpayment, neither party may institute any action in any form arising out of these terms & conditions of sale more than one (1) year after the cause of action has arisen.
CONFIDENTIALITY:
Centor and Customer anticipate that it may become necessary to provide the other, including their respective affiliates, with access to information of a confidential or proprietary nature, (hereinafter referred to as "Confidential Information") in the performance of this Agreement. "Confidential Information" means any information or data in oral, paper, or electronic form which the receiving party knows or has reason to know is proprietary and/or confidential in nature and which is disclosed in connection with this Agreement or which the receiving party may have access to in connection with this Agreement. Confidential Information will not include information which: (a) becomes known to the public from a source other than the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by personnel of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable. Centor and Customer agree to hold such information confidential in the same manner as they hold their own confidential information. Disclosures of Confidential Information will be restricted to those individuals who are participating in the performance of this Agreement and need to know such Confidential Information for purposes of this Agreement. Upon the request of Centor or Customer, the other party will either return or certify the destruction of the Confidential Information of the other. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose the Confidential Information, the receiving party will give the disclosing party prompt notice of such request so that disclosing party may seek an appropriate protective order or similar protective measure