Terms & Conditions
AUTOMATED MANUFACTURING SYSTEMS
STANDARD TERMS & CONDITIONS OF SALE
APPLICABLE TO ALL QUOTATIONS
TERMS AND CONDITIONS SUBJECT TO CHANGE AT ANY TIME
GENERAL. Automated Manufacturing Systems is hereinafter referred to as “Seller”. Items and related services ordered from Seller in whatever form or quantity are referred to as “Equipment”. The expression “Buyer” means the person, firm, company or other entity to which Seller undertakes to supply the Equipment herein. All sales by Seller are subject to all of the following Terms and Conditions unless otherwise agreed in writing by an authorized representative of Seller. Any offer, acceptance, order, confirmation or other document from Buyer that contains terms and conditions in addition to or different than those set forth herein are objected to and shall not be binding upon Seller unless acceptance thereof is made in writing by an authorized representative of Seller. Failure of Seller to object to provisions contained in any purchase order or other communication from Buyer shall not be construed as a waiver of these conditions nor an acceptance of any such provisions. Seller reserves the right to correct clerical or stenographic errors at any time. The agreement between Buyer and Seller exclusively includes these Terms and Conditions and the commercial terms and technical specifications attached hereto in Seller’s quotation (“Agreement”).
PRICES: The Prices quoted herein are EXW AMS facility, West Palm Beach, Florida, Incoterms® 2020. Prices quoted do not include sales, use, excise or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise or other similar tax applicable shall be paid by the Buyer, or in lieu thereof the Buyer shall provide the Seller with tax exemption certificate acceptable to the taxing authority. Prices quoted are for prompt acceptance and will in no case exceed an acceptance limit of thirty (30) days, from the date of quotation at which time they are subject to revision to current price.
SELLER: The Seller reserves the right to reject any orders placed where the quoted price is incorrect due to typographical or any other error made by an employee or agent of the Seller. All prices for machinery, equipment, parts or accessories manufactured by the other manufacturers are subject to revisions made by such manufacturers, which may increase or decrease the cost to the Seller.
TERMS: Terms of payment for machinery, equipment, parts or accessories purchased are subject to Sellers Credit Department approval before shipment. The Terms of this specified quotation are detailed on the face of the quotation. Amounts past due are subject to a service charge of 1-1/2%per month (or fraction thereof). All payments shall be in U.S. funds payable at par New York exchange. All payments shall be made in U.S. Dollars. Buyer is responsible for all wire transfer, intermediary bank, correspondent bank, currency conversion, and other banking fees. Seller must receive the full invoiced amount, net of all such fees. Any late or non-payment voids all warranties and cancels all prior agreements.
DELIVERY: Delivery shall EXW AMS facility, West Palm Beach, Florida, Incoterms® 2020. The Seller shall not be liable for delay in delivery, or failure to manufacture due to causes beyond its reasonable control, such as Acts of the Buyer, Acts of God, Acts of civil or military authority, proprieties, strikes, floods, epidemics, war an inability due to causes beyond its reasonable control to obtain necessary labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the item lost by reason of the delay. Furthermore, the Seller shall not in any case be liable for special, incidental, or consequential damages caused by its delay in making delivery or its failure to manufacture for any reason, including when due, or claimed to be due to Sellers fault or negligence.
DELAY OF SHIPMENT: If shipments are delayed at Buyers request or due to conditions beyond the control of either Buyer or Seller, payment shall become due on notification by the Seller that the machinery, equipment, parts or accessories are ready for shipment. While Seller will use commercially reasonable efforts to ship and/or deliver Equipment or complete services by the dates specified, quoted or acknowledged by Seller, all such dates are approximate and not guaranteed. If Buyer is, however, unable to receive delivery of the Equipment or delays its pre-delivery testing, delivery or installation for more than 30 days after the date specified, quoted or acknowledged by Seller, Seller will upon written notice to Buyer put the Equipment into storage at Buyer’s risk and expense and the Equipment will thereupon be deemed delivered and any remaining balance of the purchase price will be immediately due and payable.
INSURANCE & LOSS: Upon notification by Seller of completion of manufacture under Buyer’s order. Buyer shall immediately submit written instructions to ship machinery, equipment, parts or accessories. Upon shipment by Seller, or in the event Buyer has failed to submit shipping instructions within (10) days of Sellers notification of completion of manufacture, the responsibility to insure for all damage and the risk of loss due to fire, theft, effect of the elements or otherwise shall be assumed by the Buyer.
CANCELLATION: Any order accepted is considered final and binding upon the Buyer. Cancellation of orders once placed and accepted by Seller can be made only with Sellers written consent and upon terms that will indemnify Seller against loss. Buyer responsible for engineering performed, labor, purchased materials, vendor commitments, non-cancelable components, restocking fees, administrative costs, and other costs incurred through cancellation. Deposits are non-refundable.
TITLE: Title and rights of possession of the machinery, equipment, parts, or accessories sold hereunder shall remain with the Seller and such machinery, equipment, parts, or accessories shall remain personal property until all payments hereunder shall have been made in full in cash, and the Buyer agrees to sign all reasonably required documents and do all acts reasonably necessary to protect and maintain such right and title in the Seller until payment in full.
LIMITED WARRANTY: The Seller warrants, its machinery, equipment, parts, or accessories of its manufacture to be and remain free from defects in material and workmanship for a period of 90 days, from earlier of shipment date or deemed delivery, and will at its option either repair or replace without charge, F.O.B. from the factory, with similar machinery, equipment, parts, or accessories if said machinery, equipment, parts, or accessories are proved to have been defective at the time it was sold, provided that all machinery, equipment, parts, or accessories claimed defective shall be returned at Buyers expense and properly identified to Seller. Buyer pays for shipping to and from AMS for warranty items. Sellers’ warranty in respect to the machinery, equipment, parts, or accessories furnished under this proposal which are purchased from other manufacturers shall be subject only to the manufacturer’s warranty. All requests for warranty repairs, whether for product manufactured by the Seller or purchased from other manufacturers, must be made in writing through the Service Department of the Seller. An operation beyond rated capacity or the improper use or application of Product or the substitution upon it of machinery, equipment, parts, or accessories not approved by Seller of any alteration or repair by others in such a manner as, in Seller’s judgment, to affect the Product materially and adversely shall void this warranty. It is Buyer’s responsibility to hire qualified personnel and technicians to start up and operate the machinery; warranty does not cover misuse and operation by unqualified personnel. The Sellers liability hereunder is expressly limited to repairing or replacing any parts of the machinery, equipment, parts, or accessories manufactured by the Seller, and found to have been defective. Seller shall not ever be made liable for damage to product, loss of production, or any other consequential or incidental damage, resulting or claimed to result from any cause whatsoever.
Any modifications by customer to machinery voids all warranty.
Seller does not warrant the amount or quality of production unless expressly stated in the Agreement. Seller Warrants that when delivered its Equipment will be designed and manufactured to perform the mechanical functions expressly stated in this Agreement provided the Equipment is maintained and operated under proper conditions by competent trained personnel using such raw materials as may be specified.
WARRANTY DISCLAIMER: THE ABOVE LIMITED WARRANTY TO REPLACE OR REPAIR IS THE ONLY WARRANTY, EITHER EXPRESSED OR IMPLIED, OR OTHERWISE PROVIDED BY LAW, AND IS IN LIEU OF ALL OTHER WARRANTIES AND THE SELLER SPECIFICALLY DENIES ANY OTHER PROMISE, GUARANTEE OR WARRANTY WITH RELATION TO THIS MACHINERY, EQUIPMENT, PARTS, OR ACCESSORIES, AND IN PARTICULAR SELLER MAKES NO WARRANTY THAT THE MACHINES ARE MERCHANTABLE, OR AS TO THEIR FITNESS OR SUITABILITY, OR ITS OR THEIR PERFORMACE, EITHER QUANTITATIVELY OR QUALITATIVELY OR AS TO THE PRODUCTS WHICH THEY MAY PRODUCE AND THE BUYER EXPRESSLY WAIVES ITS RIGHT TO ANY WARRANTY OTHER THAN THAT STATED HEREIN.
TO ENSURE YOUR WARRANTY BEING HELD IN EFFECT, PROPER OPERATING PROCEDURES MUST BE FOLLOWED.
EXCLUSIVE REMEDIES. SELLER’S LIABILITIES AND BUYER’S REMEDIES ARE LIMITED TO THOSE CONTAINED IN THIS AGREEMENT. SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OR RELATING TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR ANY OTHER THEORY OF LAW OR EQUITY. SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, MULTIPLE, OR CONSEQUENTIAL LOSS, DAMAGE, EXPENSE OR INJURY OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, LOSS OF PRODUCTION, OPPORTUNITY, FINANCING, GOOD WILL, USE, BUSINESS REPUTATION, COST OF SUBSTITUTE FACILITIES OR SERVICES, DOWNTIME COSTS, DELAYS, DEFECTIVE PRODUCT LOSSES, COST OF TESTING MATERIALS, LABOR COSTS, DEPRECIATION COSTS, INTEREST COSTS, CLAIMS OF BUYER’S CUSTOMERS OR OTHER THIRD PARTIES, HOWEVER ARISING. THESE LIMITATIONS OF LIABILITY WILL APPLY WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY(IES).
ENTIRE AGREEMENT. This Agreement contains the entire agreement between Buyer and Seller and supersedes and cancels all prior agreements, negotiations, drafts, representations and communications, whether oral or written, with respect to or in connection with the subject matter of this Agreement. This Agreement can be modified or rescinded only by a writing signed by both parties. The parties acknowledge that they have entered in this Agreement in reliance upon their own independent investigation and analysis and neither has been induced to enter into this Agreement by virtue of, and is not relying upon, any representations or warranties not set forth in this Agreement. No waiver of any provisions of this Agreement shall be binding unless in writing signed by an authorized representative of the party against whom the waiver is asserted and unless expressly made generally applicable shall only apply to the specific case for which the waiver is given. Failure of either party to insist upon strict performance of this Agreement shall not be construed as a waiver of any terms or conditions thereof.
EXPORT CONTROL. The Buyer shall not re-export or transfer any Equipment, or authorize or permit any third party to re-export or transfer any Equipment, to a country that is subject to an applicable trade sanction or embargo or to any customer or end-user that is subject to sanctions or other export prohibitions or restrictions under any applicable export regulations. Buyer agrees to indemnify Seller against any liability caused by Buyer’s failure to comply with the foregoing.
DESIGN: In accordance with the Sellers policy of constant improvement, we reserve the right to amend the specifications and designs at any time without notice. The Seller reserves the right to alter its design to incorporate improvements currently being manufactured on similar equipment; also, to requite on the extra charges involved for modifications, revisions or alterations to the equipment, requested by the Purchaser during the design, construction, or testing of the equipment, and will advise the Buyer of the additional charges and extended delivery time (if required) as soon as possible upon learning of the required modification, revisions or alterations.
OCCUPATIONAL SAFETY & HEALTH ACT (OSHA): Compliance with OSHA under the law is the responsibility of each employer. The Seller endeavors to comply with the purposes and the applicable standards of OSHA on new machinery, but the prices quoted herein do not include any special charges for OSHA compliance, and in no event shall the Seller be liable for damage, indirect, incidental, consequential or otherwise, arising out of or resulting from the operation of its machinery, equipment, parts, or accessories.
EVENTS OF DEFAULT. Seller reserves the right to suspend its performance, to advise Buyer of the revised shipment and/or delivery dates or any increases in price, to stop delivery of Equipment in transit, to withhold shipments in whole or in part, to suspend its warranty obligations or to cancel this Agreement if Buyer fails to make any payment to Seller when due, delays its issuance of letters of credit, delays Seller’s receipt of required technical information, or otherwise delays or fails to perform its obligations hereunder. Buyer shall be deemed to be in default and any delivered Equipment shall be deemed accepted and Seller shall be entitled to recover any unpaid balance of the purchase price together with any incidental damages upon the occurrence of any of the following events, or of any other comparable event (i) Buyer ceases or suspends operation of its manufacturing plant, (ii) Buyer delays or refuses to allow the delivery of the Equipment or the commencement or completion of any installation, startup or acceptance testing and the Buyer refuses to agree to a revised delivery, installation, startup or testing start date within 30 days of such delay or refusal, (iii) Buyer fails to make any payment when due, (iv) insolvency of Buyer, (v) Buyer’s filing of a voluntary petition in bankruptcy, (vi) the filing of any involuntary petition to have Buyer declared bankrupt provided it is not vacated within 30 days from the date of filing, (viii) the appointment of a receiver or trustee for Buyer provided such appointment is not vacated within 30 days from the date of such appointment, (viii) the execution by Buyer of an assignment for benefit of creditors.
ARBITRATION: All controversies arising under or in connection with, or relating to any alleged breach of this agreement shall be resolved through arbitration in Palm Beach County, Florida, in accordance with the rules of the American Arbitration Association and judgment upon any award rendered may be entered in any court having jurisdiction thereof. In the event any reward is made in favor of Seller and against Buyer relative to any controversy, Seller shall recover under such award its reasonable costs and expenses, including experts and attorneys fees.
MISCELLANEOUS: This writing is intended by the parties as the final expression of their Agreement and is intended also as a complete and exclusive statement of the terms and conditions of their agreement, and shall not be modified except by a writing signed by both parties. This agreement shall be governed by the Uniform Commercial Code, as adopted in the State of Florida and as effective and in force on the date of this agreement. Any breach of this agreement must be commenced within one (1) year after the cause of action has occurred.
USED EQUIPMENT: All used equipment sales are AS-IS where is. All used equipment sales are non-refundable and non-returnable. The content of all used equipment quotations is as accurate as possible, but may include discrepancies. It is recommended to view all equipment prior to purchase.
PARTS RETURN: No products or parts may be returned without prior written authorization from Automated Manufacturing Systems. Approved returns of standard, unused, and resalable parts are subject to a 25% restocking fee. Buyer is responsible for all return freight charges. Custom, special-order, modified, fabricated, or non-stock items are non-returnable.
STARTUP: Customer Training during a Start-Up includes commissioning assistance and running of the equipment. Q&A Sessions where questions in regards to the start up, maintenance, and operating of the equipment are welcomed. Production and Turnkey Services are separate and not included with the training. Start Up Duration is per the quote. Turnkey Service is not implied in Start-Up training. Production assistance can be quoted at $2,500.00/day separate of Start-Up training.
Before AMS arrives for startup, the customer must have things such as:
- Equipment installed and accessible.
- Proper power, water, air and utilities connected.
- Necessary raw material available.
- Upstream/downstream equipment ready.
- Qualified customer personnel available.
- Site compliant with applicable safety requirements.
Delays caused by lack of site readiness, customer personnel, utilities, materials, or associated equipment are billable at AMS's current service rate plus expenses.