STATEMENTS AND CLARIFICATIONS
All-Fill proposal(s) or bid(s), including any financial or business information about All-Fill, and all technical information, data, specifications, plans, designs, drawings, know-how and ideas submitted by All-Fill in connection with said proposals(s) or bid(s) are deemed confidential proprietary information belonging solely to All-Fill (collectively, the “Information”). Buyer agrees to treat all said Information confidentially and to take reasonable precautions against disclosure of said Information to third parties. Buyer further agrees that the Information shall be used by Buyer, and no one else, for the limited purpose of evaluating All-Fill proposal(s) or bid(s). Any other use of the Information is strictly prohibited.
A recommended Spare Parts List (SPL) is not included with this proposal. A complete listing of all parts with their corresponding All-Fill Part Number and current pricing is typically not provided until all approval drawings are returned and the project is through final engineering. This allows for the SPL to reflect the final equipment design and features. Any required transition pieces between All-Fill supplied equipment and customer equipment to be supplied and installed by customer. The design, engineering, and erection of all structural supports required by All-Fill supplied equipment, to be supplied by others. Service platforms, unless specifically called out in the equipment list, are not included. It is the responsibility of the Customer to make sure existing structures will adequately support the proposed equipment.
Acceptance of a purchase order would be with the understanding that All-Fill be permitted, if they deem it advisable, to run conveying tests on the specific products the Customer will be using in his plant, and for which the system is to be designed. No charge will be made for running the tests, unless otherwise noted, but it is expected that sample would be shipped freight prepaid. Equipment manufactured by or supplied by All-Fill is designed to meet general safety standards; but All-Fill does not guarantee full conformity to OSHA requirements because of the significant bearing of such factor as installed location, surrounding equipment, and proper installation and operation of equipment. Unless called out otherwise above, All-Fill equipment will have a finish coat of White paint on the exterior; interiors of bins and hoppers will be unpainted. Exceptions are: conveying lines, which will be unpainted; aluminum and stainless steel, which will be unpainted; buy-out parts shipped direct from vendors to avoid duplication in shipping costs, which will conform to manufacturer’s standard, usually one coat of primer.
All-Fill must be consulted if upon system start-up, the system’s performance does not meet the original design criteria. If any system adjustments are being considered to correct the situation, the customer or their contractor, must give All-Fill the opportunity to approve any such work in advance. All-Fill will not accept back-charges for alleged All-Fill errors, without first verifying the situation and being involved in assessing the causes. If All-Fill verifies that the customer (customer’s contractor) is correct in their claim of a required system modification, then, and only then, will the All-Fill bear the costs to correct the condition in a way that is acceptable to both the customer and All-Fill. All-Fill will not accept any “after the fact” back-charges on errors alleged to have been made by All-Fill but not verified by All-Fill.
Should problems or trouble with the system occur during or after start-up, we request the opportunity to evaluate and ascertain the problem. If the analysis shows that our equipment is at fault, All-Fill will correct the problem at no cost to the customer. This does not imply, however, that we will accept responsibility for consequential, contingent or incidental damages should they occur. These damages would include, but not be limited to freight, plant shut down costs, loss of profit, etc.
All-Fill welcomes its customers to visit our facility for final checkout, training, and acceptance.
Acceptance performance is based on up to one 8-hour day with parts conforming to buyer’s original specifications and samples. Any additional testing will be at the expense of the buyer. All-Fill, if possible, will demonstrate the machines ability to meet the Application Parameters.
Seller is not bound by any terms and conditions of sale unless agreed to in writing by Seller’s authorized representative. The terms and conditions contained herein and any other terms and conditions stated in any of Seller’s proposal, quotation, or specifications contained hereto shall constitute the complete agreement between Seller and Purchaser and shall supersede all prior understandings, transactions and communications, whether oral or written, with respect to all matters referred to herein and form the complete contract between Seller & Purchaser, and shall be binding upon and accrue to the benefit of successors and assigns of parties hereto. No modifications, alterations, or amendments of the terms and conditions of sale herein, whether by conditions in Purchaser’s written communications, shall be binding upon Seller unless agreed to in writing, and signed by Seller’s authorized representative. This contract shall be constructed according to the laws of the State of Pennsylvania, including, but not limited to the Uniform Commercial Code, as therein enacted.
The failure of Seller to object to any provision in conflict herewith whether contained on the Purchaser’s purchase order or otherwise, shall not be construed as a waiver of the provisions hereof or an acceptance of the Purchaser’s terms.
Compliance with OSHA is the responsibility of the purchaser. We will make every effort to design our products to meet OSHA standards. However, the varying differences in interpretation and enforcement by local inspectors make it impossible for us to guarantee compliance.
All prices are F.O.B. Exton, Pennsylvania, unless otherwise stated and are subject to change without notice and may be withdrawn at any time prior to acceptance of your order by All-Fill Inc. In any event, prices become invalid 30 days after date of quotation. These prices do not include any excise, sales, use, or transportation taxes of any taxing authority. If not included in the invoice for the equipment, such taxes may be involved at a later date.
Seller will use all reasonable diligence to meet the scheduled dates for shipment, delivery, or completion date. Seller shall not be liable for any loss, damage, or expense or charge of any kind resulting from delay in delivery, installation, or attainment of operating status of the equipment.
When shipment is ready for shipment, and shipment is delayed or postponed through any cause beyond the control of the Seller, Purchaser shall arrange for adequate storage of the equipment at a location other than location of the Seller at the risk of the Purchaser. If, when the equipment is ready for shipment, shipment is delayed through no fault of the Seller, the date of completion of fabrication of the equipment shall be regarded as the date of shipment for the purposes of determining when payment for the equipment is to be made, and Purchaser shall pay for all storage, painting, reconditioning, and handling charges resulting from such delay. Delivery as stated in this quotation is subject to prior sales and to confirmation by All-Fill, Inc.. at the time of placing the order.
Delivery is subject to unavoidable delays and All-Fill, Inc. shall be free of any and all liability and penalty for delayed shipment because of strikes, fires, accidents, explosions, or acts of God, or because of any priority system established by the United States Government, and any of its agents or any other authority having jurisdiction.
Any order or contract may be cancelled by the Purchaser only with Seller’s written consent and only upon payment of a reasonable charge, including expenses already incurred and commitments made by the Seller, and, in the case of partial cancellation, only and adjustment of the price to the applicable unit price for the reduced quantity.
All-Fill, Inc. warrants each item of its manufacture to be free from defects for a period of one year from date of shipment. Used or reconditioned equipment will be warranted for a period of 90 days from date of shipment. Equipment within these warranties will be repaired free of charge and returned to the point of original sale provided that:
- Prior approval is obtained from All-Fill, Inc. – The defective equipment is returned freight pre-paid.
- The equipment has not been damaged by misuse, neglect, improper operation, accident, or alteration; as determined by the seller.
Except for warranties and agreements expressly set forth in writing, All-Fill, Inc. shall not be liable for any representation or warranty of any kind whatsoever either expressed or implied. All-Fill, Inc.. assumes no responsibility or liability for any incidental or consequential damages caused by failure of any of its products or accessories. THERE IS NO WARRANTY ON LABOR.
All-Fill, Inc. will not be responsible or liable for any loss of production time, product(s), packaging materials, or other consumables during the installation, initial start up, or debugging period of its equipment at customer’s location other than reasonably expected. In no event shall the manufacturer be liable for any consequential or incidental damages that result from modification of the operation of this machine.
TITLE & INSURANCE
Title of the products and risk of loss or damage shall pass to the Purchaser upon time of delivery, except a security interest on the product(s) or any replacement shall remain in Seller, regardless of attachment of realty or any other property, until the full price has been paid in cash. Purchaser agrees to do all acts necessary to perfect and maintain said security interest and to protect Seller’s interest by adequately insuring the product(s) against loss or damage from any external cause with Seller named as insured or co-insured.