1.1 These Terms, Conditions of Sale, and Warranty govern the sale by SEAGA MANUFACTURING, INC. (referred herein as "Seaga"), and you (referred herein as "Buyer") for the purchase of the products, services, machinery, parts, goods and other materials (herein referred to as the "Product" or "Products").
1.2 Buyer's order of Products from Seaga constitutes Buyer's acceptance of all terms and conditions contained herein, even if different terms or conditions are specified by Buyer's order.
1.3 The effective date of the parties' (Buyer & Seaga) agreement (the "Effective Date") shall be the date that Seaga receives from Buyer Buyer's purchase order or signed quote. On the Effective Date, these Terms, Conditions of Sale and Warranty shall be legally binding and have full force and effect and constitute the agreement of the parties (the "Agreement").
1.4 Published prices and specifications are subject to change without notice. Price sheets are not quotations or offers to sell on the part of the company.
2.1 Upon the Effective Date, all former understandings, former proposals and writings are hereby deemed to be superseded by the Agreement. The parties acknowledge and agree that there have been and are no inducements to contract, no representations made for the purpose of inducing a contract, and no considerations other than those expressly set forth in the Agreement.
2.2 The Agreement expresses the complete and final understanding of the parties with respect to the subject matter thereof and shall not be altered, modified, or changed in any way.
You are hereby notified of seaga's objection to and rejection of any additional terms in a purchase order, which are different to or conflict with these terms, conditions of sale and warranty, other forms or documents. in case of conflict between the terms and conditions of the agreement and the terms and conditions of any other document, including buyer's purchase order, the terms and conditions of the agreement shall govern.
3.1 Unless otherwise stated in a quotation, order acknowledgement or proposal, the price set forth in any proposal or quotation by Seaga is valid only for thirty (30) days; and prices are for the quantity specified in the order acknowledgement, proposal or quotation. Prices may be reasonably adjusted by Seaga where Seaga encounters price changes or circumstances beyond Seaga's control.
3.2 All payments made to Seaga for Products sold under the Agreement shall be made to the address as set forth on the invoice, unless otherwise agreed by Seaga in writing. All payments shall be made without setoff or retention by Buyer. Late payments shall be subject to interest on the unpaid balance at the rate of 1.5% per month. Credit is subject to approval. Pro-rata payments shall become due as shipments are made. If shipments are delayed by the buyer, date of readiness for shipment will be deemed date of shipment for payment purposes. If manufacturer is delayed by buyer, payment will be made on basis of purchased price and percentage of completion, the balance payable in accordance with terms stated. Additionally, a deposit is required on special made-to-order products, and collations of such orders cannot be accepted.
3.3 Any taxes or additional costs due to federal, state, or municipal legislation, to which the Agreement is subject, will be paid by Buyer.
3.4 Seaga may charge a cancellation charge for orders cancelled by Buyer.
4.1Products are warranted, to the original Buyer for use, to be free of defects in material and workmanship within such tolerances as may be customary in the industry for a period of one (1) year from the date of shipment. Seaga, at its option, will repair or replace, or refund the purchase price of any Products which fail within the warranty period and are found upon examination by Seaga to be defective in material or workmanship, or both. This warranty does not cover failures attributable to improper use or maintenance, exceeding rated capacity, alteration, accident, normal wear of moving parts, or damages caused by shipment. Any components not manufactured by Seaga are excluded from this warranty. For warranty on such components, refer to applicable manufacturer's warranty. Buyer must give written notice to Seaga at the address shown below of any warranty claim within thirty days (30) after failure, and if so instructed, return to Seaga the Products to be replaced or repaired, with all transportation charges prepaid by Buyer. Buyer must obtain a return authorization number from Seaga prior to any return, and items returned without such return authorization number will be refused by Seaga. Replacement Products will be invoiced to Buyer, with credit issued for Products covered by this warranty and freight thereon. Removal and reinstallation of replacement Products shall be at Buyer's expense.
4.2 THE WARRANTY OF SEAGA SET FORTH IN PARAGRAPH 4.1 IS EXCLUSIVE AND IS GIVEN BY SEAGA AND ACCEPTED BY BUYER IN LIEU OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY SEAGA AND WAIVED BY BUYER. Seaga makes no warranties as to Buyer's ability to re-sell, use, obtain permits or licenses for any intended use of the Product.
4.3 EXCLUSIVE REMEDIES AND WAIVER: Seaga's sole liability to the Buyer for breach of the limited warranty contained in paragraph 4.1 and the Buyer's exclusive remedies for any such breach shall be the remedies set forth in paragraph 4.1. Seaga shall have no other liability to the Buyer in connection with the Product, whether claimed in contract, equity, tort (including negligence, gross negligence or strict liability) or otherwise, for or resulting from any Products provided or any errors or omissions. Buyer waives any and all claims relating to spoilage of Buyer supplied materials that may occur as part of Seaga's machine set up.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SEAGA DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (OR EQUIVALENTS THEREOF NO MATTER HOW CLAIMED, COMPUTED, OR CHARACTERIZED), ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, ITS SUBJECT OR ITS PERFORMANCE OR BREACH OF PERFORMANCE BY SEAGA, REGARDLESS OF WHETHER ANY SUCH LIABILITY SHALL BE BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE AND STRICT LIABILITY), VIOLATION OF LAW OR OTHERWISE AND WHETHER THE CLAIM IS BROUGHT AT LAW OR IN EQUITY. By way of example of the foregoing disclaimer, but without limiting in any manner its scope or application, Seaga shall not be liable for all or any part of the following losses, costs or expenses, no matter how claimed, computed, or characterized: lost profit or revenue, lost return on investment, cost of capital, lost operating time or production, lost reduced use or value of any facilities (including existing facilities) or any portion of any facilities, expense of replacement products or power, or increased costs of operations or maintenance. The foregoing disclaimer shall be effective without regard to Seaga's performance or failure or delay of performance under any other term or condition of the Agreement. This disclaimer shall be enforceable whether or not any limitation of remedies described herein is deemed to have failed in its essential purpose.
Seaga shall not be liable for any loss or damage for delay or non-delivery due to acts of civil or military authority, acts of the buyer, or by reason of "Force Majeure." These acts may include, without limitation, any act of God or the public enemy; compliance with any order, decree, or request of any governmental authority; act of declared or undeclared war; public disorder; rebellion; sabotage; fire; flood; explosion; accident; riot; strike; labor difficulty or other concerted act of workmen, whether direct or indirect; declaration of national emergency; mobilization of industry whereby material and labor required for manufacture of the Product are allocated or controlled; or any other cause not within the control of Seaga or which Seaga is unable to avoid by exercise of reasonable care. Any delay resulting from such causes shall extend corresponding shipping dates accordingly.
7.1 Delivery Seaga will make every reasonable effort to meet the delivery period set forth in the Agreement. Delivery period proposed is an estimate based on conditions on the Effective Date of the Agreement. All deliveries are contingent upon the timely performance of Buyer in providing component parts/part samples, prints, and approvals as may be requested by Seaga. Delivery shall be F.O.B. Seaga's plant, Freeport, Illinois. Buyer is deemed to have agreed to extend delivery date if delay is a result of Buyer's failure to provide, in a timely fashion, component parts/part samples, prints, and approvals as may be requested by Seaga. All jigs, fixtures, and tooling are the sole property of Seaga.
7.2 Receipt of Shipment Buyer shall examine items before signing transportation receipt. If items are received damaged, Buyer should insist that the carrier itemize damage on the freight bill and immediately file a damage claim. If shortages occur, Buyer shall notify Seaga immediately, as shortage claims cannot be considered unless made in writing within ten (10) days, upon receipt of shipment; and any claim of shortage not timely made is waived.
7.3 Product Changes Seaga reserves the right to revise specifications and product design in connection with any feature of our Product. Such changes do not entitle the Buyer to corresponding changes, improvements, additions, or replacements for equipment previously sold.
Until paid in full for the purchase price, Seaga retains a security interest in all goods delivered to Buyer, and the products and proceeds thereof, for the purpose of securing payment of any and all indebtedness of Buyer to Seaga arising out of the Agreement, together with all costs and expenses in connection therewith, including, but not limited to, expenses of retaking, preserving, repairing, maintaining, preparing for sale, and selling said collateral as well as reasonable attorney's fees, court costs, and other legal expenses.
Seaga shall be awarded its costs and attorneys' fees incurred in connection with enforcing its rights and remedies as to and against Buyer.
Waiver by Seaga of any breach by Buyer of any of the terms or provisions of the Agreement shall not be deemed to be a waiver of breach on any other occasion of the same terms or provisions or a waiver of breach of any other term or provision hereof.
The Agreement shall not be assigned or transferred by Buyer without prior consent of Seaga. Subject to the foregoing, the Agreement shall inure to the benefit of and be binding upon the successors, legal representatives, and permitted assigns of the parties thereto.
12.1 All trade uses and customs of Seaga's industry shall apply to this sale and shall constitute part of the agreement between Seaga and Buyer to the extent not inconsistent herewith. Except as modified herein, the Illinois Commercial Code shall govern this transaction. Typographical and clerical errors are subject to correction.
12.2 The Agreement, its administration and performance, and all the rights, obligations, liabilities and responsibilities of the parties thereto, shall be governed by and interpreted in accordance with the laws of the State of Illinois, without regard to Illinois conflict of laws principles. Any and all litigation will be brought exclusively in Stephenson County, Illinois, and Buyer consents to the jurisdiction of the federal and state courts located therein, submits to the jurisdiction therof, and waives the right to change venue. Buyer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding.
13.1 Any headings preceding the text of any articles, paragraphs or parts of the Agreement are inserted solely for convenience of reference and are not to be considered a part of the Agreement nor shall they affect in any manner the meaning, interpretation or effect of the Agreement.
13.2 Seaga does not intend to give anyone other than the Buyer the benefit of, and no person or entity shall be a third-party beneficiary of these Standard Terms and Conditions and/or the Agreement.
The following additional terms are in effect for any purchase made by Buyer using credit cards for payment. In the event of conflict between the credit card purchase terms and other provisions of these Terms, Conditions of Sale and Warranty. THERE IS NO WAIVER TO THESE TERMS FOR CREDIT CARD PURCHASES.
A. Holder The term "credit card holder" as used under these Terms, Conditions of Sale, and Warranty is defined as the person or entity in whose name the credit card was issued by the bank or financial institution that appears on the credit card. When Buyer completes a purchase from Seaga using a credit card for payment, it agrees to be bound by the terms. Buyer acknowledges that Buyer is the credit card holder authorized to make the purchase using the credit card.
B. Returns ALL SALES ARE FINAL THERE ARE NO RETURNS, REFUNDS, OR CANCELLTIONS ACCEPTED.
C. Refusal of Delivery If a return is due to refusal of delivery forcing Seaga to pay return shipping charges, Seaga will charge Buyer the cost of return shipping in addition to the initial purchase price and shipping costs.
D. Chargeback Policy "Chargebacks" are the reversal of a credit/debit card purchase made by Buyer from Seaga. Buyer acknowledges it understands Seaga's no return policy. Buyer agrees that in accordance with the no return policy, it will not initiate chargeback proceedings with its credit issuer. Seaga does not condone or tolerate credit card fraud. Seaga reserves the right to pursue all avenues available to defend its interests including prosecution to the fullest extent allowed under the law. In the event Buyer initiates a chargeback with Seaga, Seaga will:
(1) Initiate legal proceedings, civilly or criminally, against Buyer to recover damages as provided herein; or
(2) If fraud is suspected, file a report with your local police or sheriff's department; and, if applicable, file a mail fraud complaint with the United States Inspection Service.
Buyer agrees that if Buyer files a chargeback with its credit card company in regards to purchases made from Seaga, Buyer agrees to reimburse Seaga for all costs and expenses including cost of the merchandise, shipping, restocking, research costs, employee down time, any representative Seaga may appoint to investigate and for any expenses, including costs of suit and legal fees, incurred due to Buyer's actions. Buyer further agrees that if it initiates a chargeback on a valid, authorized purchase, which was delivered, Buyer authorizes Seaga to recover the amount of the chargeback and any fees referenced above by any means deemed necessary.
700 Seaga Drive
Freeport, IL 61032 USA
Voice : 1 815 297 9500
Fax : 1 815 297 1700
Plot No. 2, Sector 4-B, Industrial Estate
Bahadurgarh, Haryana - 124507 India
Voice : 91 1276 645693
Fax : 91 (0) 12 7626 7079
Voice : 44 (0) 3300 885673