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Revision 082007
MORRIS MATERIAL HANDLING, INC. (“MORRIS”)
(STANDARD LIFTING EQUIPMENT AND COMPONENTS)
(ENGINEERED PRODUCTS AND MODERNIZATIONS) (DISTRIBUTION)
STANDARD TERMS AND CONDITIONS OF SALE
1. APPLICABILITY. The sale of any and all MORRIS goods and/or services shall be conditioned upon, and subject to the following terms and conditions which shall form an integral part of any agreement therefor. Buyer’s acceptance of any offer made by MORRIS for the sale of its goods and/or services is expressly made subject to the terms and conditions stated herein. None of the terms and conditions contained herein may be added to, modified, superseded or otherwise altered except as revised in writing by MORRIS and all orders received by MORRIS shall be governed only by the terms and conditions contained herein, notwithstanding any terms and conditions which may be found in any purchase order, release order, or any other form issued by the Buyer. MORRIS hereby objects to said terms and conditions and notifies Buyer that they are rejected.
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2. PRICE. The prices identified in the attached quotation shall remain firm for a period of thirty (30) days from the date of the quotation; provided, however, that MORRIS reserves the right, at any time prior to the acceptance of the quotation to adjust said price following written notice to the Buyer regarding any such adjustment. Quotations provided are priced based on Buyer’s purchase of the entire scope of goods and/or services identified therein. If less than the entire scope of goods and/or services identified in the quotation is ordered by Buyer, prices may vary. Unless otherwise stated in the quotation, installation, supervision and/or start-up services are not included in the price of goods and/or services to be provided by the Seller. MORRIS shall bill Buyer to the extent of services provided, or for the quantity of goods shipped should MORRIS be unable for any reason to provide and/or ship the entire scope of goods and/or services quoted. Prices quoted by MORRIS are exclusive of all taxes (except taxes levied on Morris’ income) including federal, state and local use, sales, property or similar taxes, and Buyer shall pay all such taxes in full or shall reimburse MORRIS for any such taxes paid by MORRIS.
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3. SCOPE OF GOODS AND SERVICES. The goods and/or services provided by MORRIS pursuant to the quotation shall, at the express request of Buyer, be limited exclusively to those good and/or services expressly identified therein. As a result, MORRIS does not assume responsibility and/or liability for the failure to provide any other goods and/or services. Modifications, additions or deletions to or from the scope referenced in the quotation shall only be effective if evidenced in a writing signed by MORRIS. The sale of any and all goods and/or services affected by such modification, addition or deletion shall be subject to these same Terms and Conditions of Sale whether or not referenced therein.
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4. PAYMENT TERMS. All MORRIS invoices shall be paid by Buyer pursuant to the payment terms identified in the quotation. To the extent that the quotation does not identify payment terms Buyer shall pay MORRIS within fifteen (15) days of the date of invoice. A late charge equivalent to the lesser of 1-1/2% per month (18% per annum) or the maximum rate allowed by law will be assessed on all unpaid invoices or invoices not paid in accordance herewith. Buyer shall reimburse MORRIS any and all expenses, regardless of their nature or type (including attorneys fees), related in any way to Morris’ collection of invoices not paid in accordance herewith or otherwise incurred by MORRIS in the enforcement of any of the terms and conditions hereof.
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5. CREDIT APPROVAL. All orders are subject to Buyer credit approval by MORRIS. MORRIS reserves the right to refuse shipment of any and all goods and/or services identified in any quotation, to modify the Payment Terms identified therein or in paragraph 4 hereof or to cancel without penalty or charge any contract formed and concerning the goods and/or services identified in its quotation if, in its sole discretion and for any reason whatsoever, MORRIS requests and is unable to secure acceptable payment assurances from Buyer for the goods and/or services identified in the quotation.
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6. DELIVERY TERMS AND DELAYS. Unless otherwise identified in the quotation, all shipments within the United States are F.O.B. Morris’ plant or warehouse and title to and all risk of loss with respect to any goods shipped shall pass to Buyer when such goods are delivered to the carrier at such plant or warehouse. Unless otherwise identified in the quotation, all shipments outside the United States are F.C.A. Morris’ plant, warehouse or dock, as defined by Incoterms 2000, and title to and all risk of loss with respect to any goods shipped shall pass to Buyer when such goods are delivered to the carrier at such plant, warehouse or dock.
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a. Delivery. All dates of shipment and delivery identified by MORRIS are approximate. MORRIS shall not be liable for delay in or failure to make shipment by any identified date for any reason whatsoever including, but not limited to, causes beyond its reasonable control such as strikes, fires, floods, epidemics, quarantine restrictions, severe weather, freight embargoes, allocation orders issued by or to the account of the government, acts of God, or public enemy, war, riot, delays in transportation or the inability to obtain necessary labor, materials or manufacturing facilities.
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b. Freight Charges. Any reference to freight charges contained in the quotation is an estimate. MORRIS is not responsible for any differences that may occur between freight estimates contained in the quotation and actual freight charges applicable at the time of shipment.
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c. Packaging. Unless otherwise identified in the quotation, the quoted price does not include the cost for export or special packaging of the goods. Buyer shall assume those extra costs associated with such packaging.
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d. Cost of Goods. Unless otherwise stated in the quotation, Buyer shall pay all cost increases MORRIS is assessed for materials incorporated into goods and/or services, including but not limited to steel, copper, and fuel surcharges, to the extent such increases exceed those estimated costs used by MORRIS to develop the quotation by ten-percent (10%) and which occurs subsequent to the issuance of the quotation, but prior to the delivery of the goods and/or services.
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e. Site Condition. Buyer warrants that the installation site shall be ready and adequate for Morris’ delivery of the goods and/or services (including adequate power to the crane, free and clear access, aligned runway beams, etc.) and all obstructions shall be removed prior to delivery. Buyer shall assume all extra costs associated with Morris’ inability to install any goods due to Buyer’s failure to comply with this provision. MORRIS in no way warrants the sufficiency of the site for the goods and/or services referenced in the quotation.
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7. SECURITY INTEREST. Buyer hereby grants MORRIS a security interest in the goods to secure the unpaid balance of the price and all other obligations of Buyer to MORRIS however arising. Buyer authorizes MORRIS to file all necessary financing statements and other similar documents required to perfect the security interest granted herein and irrevocably grants MORRIS a power of attorney to execute any documents on behalf of Buyer relating thereto.
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8. WARRANTIES. The sale of any and all MORRIS goods and/or services are conditioned upon, and subject to the MORRIS Standard Warranty (Distribution) (Parts) Standard Lifting Equipment and Components) (Engineered Products and Modernizations) revision in effect on the date of sale a copy of which is attached to this quotation and incorporated by reference as if fully rewritten herein or otherwise available upon request of Buyer. Any verbal and/or written purchase order, release order, other form issued by the Buyer to confirm any order issued pursuant to this quotation or receipt of any of the goods and/or services identified in the quotation shall serve as conclusive proof that Buyer has reviewed and agrees to be bound by the terms of the MORRIS Standard Warranty.
THE MORRIS STANDARD WARRANTY REPRESENTS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY MORRIS TO BUYER WITH RESPECT TO THE GOODS AND/OR SERVICES PROVIDED UNDER THE QUOTATION AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. LIMITATION OF DAMAGES. MORRIS SHALL HAVE NO LIABILITY TO BUYER OR ANY THIRD PARTY WITH RESPECT TO THE SALE OF PRODUCTS OR PROVISION OF SERVICES UNDER THE QUOTATION FOR LOST PROFITS OR FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF MORRIS WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS OR DAMAGES. IN NO
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