Technical data

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11.4 SEW-EURODRIVE, INC. Terms and Conditions of Sale
1 GENERAL
All orders for products and drawings furnished in connection therewith (her-
einafter collectively called “products”) manufactured or supplied by SEW--
Eurodrive, Inc. (“Eurodrive”), shall be subject to these terms and conditions
of sale. No modifications or additions hereto will be binding unless agreed to
in writing by an authorized officer of Eurodrive.
2. QUOTATIONS
Price quotations by Eurodrive are subject to change without notice. All pro-
ducts sold are subject to price in effect at time of shipment.
3. TAXES
Prices do not include Sales, Use, Excise, or other taxes payable to any go-
vernmental authority in respect of the sale of Eurodrive's products. The
purchaser shall pay the amount of any such taxes or shall reimburse Euro-
drive for the amount thereof that Eurodrive may be required to pay.
4. PAYMENTS
Unless otherwise provided, terms of payment are 30 days net from date of
invoice for purchasers whose credit is approved. Eurodrive reserves the right
to charge interest on any balance outstanding at 2% per month (or fraction
thereof) or as Eurodrive shall determine, up to the maximum rate allowed by
law, from the date payment is due to the date payment is actually received.
Pro rata payments shall become due as shipments are made. If shipments
are delayed by or at the request of the purchaser, payment shall become due
when Eurodrive is prepared to make shipment. If the cost to Eurodrive of pro-
ducts is increased by reason of delays caused by the purchaser, such addi-
tional cost incurred by Eurodrive shall be paid by the purchaser. Eurodrive
may, if it deems itself insecure by reason of the financial condition of
purchaser or otherwise, require full or partial payment in advance and as a
condition to the continuance of production or shipment on the terms specified
herein.
5. ACCEPTANCE
No order or other offer shall be binding upon Eurodrive until accepted in wri-
ting by an authorized officer of Eurodrive.
6. CHANGES
Eurodrive will not accept changes in specification unless such changes are
requested in writing and agreed to in writing by an authorized officer of Euro-
drive and the purchaser agrees to pay, if necessary, in addition to the original
purchase price a sum so set by Eurodrive.
7. CANCELLATION
Any order when placed with and accepted by Eurodrive is not subject to can-
cellation unless agreed to in writing by an authorized officer of Eurodrive.
Cancellations are subject to reasonable charges based upon expenses al-
ready incurred and commitments made by Eurodrive.
8. DELIVERY
Any indicated dates of delivery are approximate only, but Eurodrive will at-
tempt to meet them where possible. Eurodrive shall not be liable for delays
in manufacturing or delivery or failure to manufacture or deliver due to any
event in the nature of force majeure or any cause beyond Eurodrive's reaso-
nable control. Eurodrive will not be bound by any penalty clause contained in
any specification or order submitted by the purchaser unless such clause is
agreed to in writing by an authorized officer of Eurodrive. Delivery of products
shall be made FOB Eurodrive's factory unless otherwise agreed to in writing
by authorized officer of Eurodrive.
9. PATENTS
Eurodrive shall indemnify and hold harmless the purchaser against all claims
or actions that are instituted against the purchaser on the grounds that the
purchaser has infringed the patent rights of others by using, reselling, or pro-
moting the sale or resale of Eurodrive's products, provided that Eurodrive
shall not be obligated hereunder if:
a) The purchaser fails to give Eurodrive prompt notice of any such
claim or actions, or
b) Such claims or actions against the purchaser are based wholly
or in part on the existence or operation of any complete installation
or apparatus incorporating Eurodrive's products as components
and which is designed or manufactured by the purchaser or its cu-
stomers.
10.REGULATORY LAWS OR STANDARDS
Eurodrive makes no representation that its products conform to state or local
laws, ordinances, regulations, codes or standards except as may be otherwi-
se agreed to in writing by an authorized officer of Eurodrive.
11.LIMITED WARRANTY
Eurodrive warrants all its products against defects in material and workman-
ship for a period of one (1) year from the date the product is placed in service
to a maximum of eighteen (18) months from date of shipment. Parts subject
to replacement due to operational wear and tear, viz. Varigear® belts and
Varimot® traction elements, are not covered by this Limited Warranty. Not-
withstanding the foregoing, any equipment or components of the products
not of Eurodrive's own manufacture and/or specified by the purchaser is sold
under only such warranty as the maker thereof gives Eurodrive and Eurodri-
ve is able to enforce, but such items are not warranted by Eurodrive in any
way. Use of products above rated capacity, misuse, field alterations of pro-
ducts, damage due to lack of maintenance or improper storage, neglect or
accident are also excluded from this Limited Warranty.
This Limited Warranty is effective provided:
a) The purchaser notifies Eurodrive in writing of the alleged defect
immediately after it becomes known to the purchaser; and
b) no alterations, repairs, or services have been performed by the
purchaser or third parties on the products without written approval
of an authorized officer of Eurodrive.
Eurodrive's obligation under this Limited Warranty is limited to the repair or
replacement FOB Eurodrive's factory or any part or parts found to be defec-
tive in material or workmanship.
Eurodrive shall, in no event, be liable to the user/purchaser under this Limited
Warranty, or otherwise, for claims, expenditures or losses arising from ope-
rational delays or work stoppages or damages to property or people caused
by defective products or for consequential or indirect damage of any nature
whatsoever.
THIS LIMITED
WARRANTY IS IN LIEU OF ALL OTHER EXPRESS OR IM-
PLIED WARRANTIES INCLUDING ANY WARRANTY OF MERCHANTA-
BILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
12.ASSIGNMENT
No contract to purchase goods from Eurodrive may be assigned by the
purchaser without prior agreement in writing by an authorized officer of Eu-
rodrive.
13.SECURITY INTEREST
Unless and until the products are fully paid for, Eurodrive reserves a security
interest in them to secure the unpaid balance of the price and all other obli-
gations of the purchaser to Eurodrive however arising. The purchaser hereby
grants Eurodrive a power of attorney to execute and file on behalf of
purchaser all necessary financing statements and other similar documents
required to protect the security interest granted herein.
14.DAMAGES; LIMITATION
In the event of breach of this agreement by Eurodrive, the rights of the
purchaser are limited to the amount therefore paid to Eurodrive for the goods.
THE PURCHASER SHALL HAVE NO RIGHT TO CONSEQUENTIAL OR IN-
DIRECT DAMAGES, WHETHER FOR INJURES TO PERSON, PROPERTY
OR OTHERWISE.
15.DEFAULT
If the purchaser defaults in performing any of its obligations to Eurodrive un-
der this agreement, or any other agreements, Eurodrive may, at its option
and without incurring any liability thereby, elect to terminate this agreement
or to terminate any or all other agreements with the purchaser or to terminate
this agreement together with any or all such other agreements. Furthermore,
Eurodrive shall have a right to all damages sustained, including loss of pro-
fits.
16.INSOLVENCY
If the purchaser shall be insolvent or cease doing business or be the subject
of any proceedings under any bankruptcy, insolvency, reorganization or ar-
rangement statute or law, such act shall at the option of Eurodrive, be de-
emed a default under this agreement, and Eurodrive may elect to cease per-
forming and cancel this agreement with respect to any products not delivered
or received prior to the election. All of the foregoing shall be without prejudice
to recovery by Eurodrive of damages for work performed and for loss of pro-
fits and material and products delivered.
17.MISCELLANEOUS
The provisions of this agreement shall be governed and construed in accor-
dance with the laws of the State of South Carolina. These terms and conditi-
ons set forth the entire understanding and agreement of the parties hereto in
respect to the subject matter hereof, and all prior undertakings between the
parties hereto, together with all representations and obligations of such par-
ties in respect to such subject matter, shall be superseded by and merged
into this agreement. No provisions hereof shall be waived, changed, termina-
ted, modified, discharged or rescinded, orally or otherwise, except by a wri-
ting signed by the party to be charged by any such waiver, change, termina-
tion, modification, discharge, or rescission. No waiver of any breach of any
provision of this agreement shall constitute an amendment or modification of
this agreement, or any provision thereof. If any provision of this agreement
shall be held to be unenforceable or inapplicable in any way or respect, such
holding shall not affect the enforceability of any other provision of this agree-
ment under any other circumstances. The provisions of this agreement shall
bind and inure to the benefits of the parties hereto and their respective heirs,
executors, administrators, successors, and (subject to any restrictions on as-
signment hereinabove set forth) assigns. In the event unspecified redress or
commitments develop not covered above, terms of the Uniform Commercial
Code under the laws of South Carolina will be construed as being effective
as they may pertain.