Terms & Conditions of Sale
ITW’s products and services are subject to the
most current version of ITW’s Terms and Conditions of Sale, which may be found
at www.itwheartland.com. The terms and conditions for the sale of ITW products
and services are limited to those contained in ITW’s Terms and Conditions of
Sale and any additional or different terms and conditions in any form delivered
by customer are deemed to be material alterations and are hereby rejected.
Commencement of any work by ITW or acceptance of delivery of any products by
customer shall constitute customer’s acceptance of ITW’s Terms and Conditions of
Any purchase orders sent to ITW by Purchaser shall be accepted entirely at
the discretion of ITW, and, if accepted will only be accepted on these Terms
which shall govern the sale of products or services to the exclusion of any
other terms. Additional or different terms and conditions contained in any such
purchase order, confirmation, or other document provided by Purchaser are null
and void and these Terms will control except to the extent expressly modified in
writing by the parties. The quotation and the prices set forth herein may be
accepted only when Purchaser returns to ITW a signed purchase order or contract
within thirty (30) days of the date of quotation. If a signed purchase order or
contract is not received by ITW within that thirty (30) day period, the
quotation in all respects shall terminate and there upon be of no further
Prices are in USD. ITW reserves the right to adjust the price quoted with
written notice to Purchaser.
Unless expressly provided for herein, all engineering or tools furnished by
ITW used in the manufacture of the products being quoted here under shall remain
the property of the ITW. Any engineering or tool s furnished to ITW by Purchaser
shall be and remain the personal property of Purchaser with the title to and
right of possession remaining in Purchaser.
ITW reserves the right to cancel any purchase orders, contracts or releases
thereunder, or terminate any agreement relating to purchase of ITW’s products or
services on not less than thirty (30) days notice. Once accepted, a purchase
order or contract cannot be canceled or modified by Purchaser except with ITW’s
consent in writing and then only upon terms and conditions to be agreed upon
which shall include protection of ITW against all losses. Purchaser shall
indemnify ITW for any costs incurred, including material and labor costs, in
connection with any purchase order or contract that Purchaser desires to cancel
ITW warrants only that the products or services sold hereunder will be free
from substantial defects in material and workmanship under normal use given
proper installation and maintenance for a period of 12 months from date of
delivery to the carrier. ITW shall have the right, at ITW”s sole option to,
either to replace or repair any defective products, or to refund the purchase
price upon return of the products or to grant a reasonable allowance on account
of such defects, and ITW’s liability and purchaser’s sole and exclusive remedy
for defective products shall be limited solely to replacement, repair or refund
as ITW may elect. ITW shall be given a reasonable opportunity to investigate all
claims and no products shall be returned to ITW until approval by ITW and
receipt by purchaser of a Returned Goods Authorization (RGA). ITW makes
no implied warranty and specifically disclaims the implied warranty of
merchantability and fitness for a particular purpose. All warranties, conditions
and other terms implied by law, to the fullest extent permitted by law, are
excluded from the contract.
ITW’s liability shall not exceed the cost of the defective products
or services, and shall in no event include Purchaser’s lost profits or goodwill,
or any other incidental, special, punitive or consequential damages incurred by
Purchaser. ITW shall in no event be liable for loss, damage, or injury to
persons or property resulting from the handling, storage, transportation, resale
or use of its products.
Purchaser agrees to indemnify and hold ITW harmless against any loss, cost,
liability or expense resulting from infringement or clamed infringement of
patents or trademarks, or claims for damages resulting there from, including
reasonable attorney’s fees incurred by ITW in connection with any such
ITW shall not be liable for failure to perform or deliver of any products
or services due to causes beyond ITW’s control, including, but not limited to,
acts or regulations of any government authority, fire, flood, strikes, lockouts,
accidents, terrorism, war, national emergency, acts of God, public disorders,
transportation shortages and delays, and shortages of fuel or materials.
CLAIMS AND RETURNS
All claims for alleged defects in goods or quantity shortages shall be
deemed waived unless made in writing delivered to ITW within fifteen (15) days
from date of receipt of goods by Purchaser. Purchaser shall afford ITW a
reasonable opportunity to inspect such goods and cure any nonconformity.
Purchaser will have no right to return any Product without ITW’s prior written
authorization. Any return authorized by ITW must be made in accordance with
ITW’s return policies in effect and must be accompanied by a Returned Goods
Authorization (RGA). ITW shall not be responsible or liable for any goods,
returned without an RGA.
All shipments to be made hereunder shall at all times be subject to the
approval of ITW’s credit department. If in ITW’s sole judgment, the financial
responsibility of Purchaser becomes unsatisfactory, then ITW may, at its option
and without prejudice to any of its other remedies, (a) defer or decline to make
any shipments hereunder except upon receipt of satisfactory security or cash
payments in advance, and/or (b) terminate all purchase orders of Purchaser. In
the event ITW places Buyer’s account for collection, Buyer shall pay all costs
of collection incurred by ITW, including reasonable attorney’s fees and costs in
the collection of any amount not paid when due.
Purchaser is solely responsible for determining whether any goods are fit
for a particular purpose and suitable for Purchaser’s method of application.
Accordingly, ITW is not responsible for the results or consequences of use,
misuse or application of its products by anyone.
Purchaser shall pay, in addition to the purchase price, the amount of all
fees, duties, licenses, tariffs and all sales, use, excise and other taxes,
federal, state, local or foreign, which ITW is required to pay or collect in
connection with the goods or services sold, or Purchaser shall furnish ITW with
evidence of exemption acceptable to the taxing authorities. Failure by the ITW
to collect any such fees or taxes shall not affect Purchaser’s obligations
hereunder and Purchaser shall fully defend, indemnify and hold harmless ITW with
respect to such tax obligations.
CHOICE OF LAWS
Any dispute arising out of or related to these Terms shall be governed by
and construed according to the laws of the State of Illinois and litigated
exclusively in a state of federal court located in Cook County, Illinois. The
parties agree to the exclusive jurisdiction and venue of such courts.
TITLE / RISK OF LOSS / DELIVERY
Unless other arrangements are made in writing, ITW anticipates use of
common carriers for transport of goods. All goods shall be shipped F.O.B.
Shipping Point and shall become the property of Purchaser upon delivery to the
carrier. ITW reserves the right to ship items in a single or multiple
OWNERSHIP OF INTELLECTUAL PROPERTY
All drawings, know-how, designs, specifications, inventions, devices,
developments, processes, patents and other information or Intellectual Property
disclosed or otherwise provided to Purchaser by ITW and all rights therein
(collectively, “Intellectual Property”) will remain the property of ITW and will
be kept confidential by Purchaser in accordance with these Terms and Conditions.
Purchaser shall have no claim to, nor ownership interest in, any Intellectual
Property and such information, in whatever form and any copies thereof, shall be
promptly returned upon written request by ITW. Purchaser acknowledges that no
license or rights of any sort are granted to Purchaser hereunder in respect of
any Intellectual Property, other than the limited right to use the ITW’s
proprietary products purchased from ITW.