TERMS AND CONDITIONS OF SALE (Effective Date: September 1, 2020)
Controlling Terms. All deliveries of products and services (“Products”) by LEHVOSS North America Inc. (“LEHVOSS”) to any customer (“Customer”) shall be governed exclusively by these Terms and Conditions. LEHVOSS' acceptance of Customer’s offer is expressly conditioned upon Customer's acceptance of these Terms and Conditions, and no addition to or modification shall be binding on LEHVOSS unless expressly agreed to in writing.
Order Confirmation. LEHVOSS shall not be deemed to have accepted a purchase order until the earlier of (a) written or electronic confirmation of the purchase order from LEHVOSS is received by Customer or (b) LEHVOSS has received written or electronic, timely and unconditional acceptance from Customer of LEHVOSS’ Quotation.
Terms of Delivery. Delivery terms shall be F.O.B. LEHVOSS Dock Pawcatuck, CT with risk of loss passing to Customer upon leaving LEHVOSS Dock. LEHVOSS shall not be responsible for damage incurred during transportation. Claims for lost or damaged shipments shall be filed directly to the carrier by Customer. Exception: All UPS shipment claims must be filed by LEHVOSS. Scheduled shipping dates and time of delivery are approximate. LEHVOSS shall not be liable for any damage occurring as a result of late delivery or lost shipments. Any discrepancies in shipment must be reported within 5 business days of receipt. Absent Customer's special instructions, LEHVOSS shall choose the carrier. All products are shipped prepaid via ground transportation unless otherwise specified. If collect shipment is required via small parcel service a collect account number is required. If any time for delivery is quoted, it is an estimate only. Due the nature of our make to order business, LEHVOSS cannot guarantee exact quantity is always possible. Variation up to 10% in quantity ordered is acceptable to Customer.
Packing. Disposable packing is included in the stated price and will not be credited if returned. Reusable packing is not included in the price and shall be returned in accordance with LEHVOSS' instructions and at Customer’s expense.
Payment. Subject to credit approval by LEHVOSS, payment terms are net 30 calendar days from the date of invoice. If LEHVOSS fails to approve Customer's credit or reverses its approval of Customer's credit for any reason whatsoever, the terms of payment, at LEHVOSS' option, shall be full advance payment prior to shipment or by credit card. LEHVOSS reserves the right to withhold any and all shipments if Customer’s account is past due. The purchase price shall be paid in full without regard to any setoffs claimed by Customer.
Taxes. Customer agrees to provide LEHVOSS with its assigned tax exemption number and agrees to pay, in addition to the purchase price, all applicable sales, use, excise, value added or other similar taxes.
Alterations. Provided that no agreed technical specification is changed, LEHVOSS reserves the right to make alterations to Products without notice.
Warranty. LEHVOSS warrants that all Products will be free from defects in materials or workmanship for a period of one year following shipment provided that they are used for their intended purpose. If any defects arise during the warranty period, the defective product will be replaced without charge provided that Customer follows the return instructions of LEHVOSS. The replacement product will be returned to the original purchaser within 45 calendar days from the date of delivery to LEHVOSS of the defective product. The defective Product must be received by LEHVOSS prior to the expiration of the warranty period. LEHVOSS' full and exclusive obligation shall be to replace any Product that during the warranty period is defective in design, materials or workmanship. LEHVOSS shall not be obligated to refund the purchase price, nor shall it be obligated to pay for any labor or costs associated with the removal of the defective Products or the reinstallation of those Products. No warranty coverage will be provided for Products that have been altered, used for a purpose other than that for which they were designed or installed contrary to LEHVOSS’ instructions. LEHVOSS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE PRODUCTS, EXCEPT AS SET FORTH ABOVE. LEHVOSS HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL LEHVOSS BE LIABLE FOR ANY LOST PROFITS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES ARISING OUT OF OR RELATED TO ITS PRODUCTS REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT BASED ON CAUSES OF ACTION SOUNDING IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR BREACH OF WARRANTY.
Warranty Procedures. To make a claim under the express warranty set forth in Section 8, Customer must (a) notify the LEHVOSS Warranty Returns Department of the alleged defect; (b) provide the part number, serial number, and description of the problem of the potentially defective Product; (c) obtain a Return Material Authorization number from LEHVOSS, which shall be valid for 30 calendar days; (d) return the allegedly defective Product, insurance and freight prepaid, with the outside of the package bearing the required return number to LEHVOSS, (e) include a written detailed statement of the reason why the Product is being returned; and (f) ship the Products free of extraneous equipment. If a replacement Product is required, a purchase order must be provided to LEHVOSS to purchase the replacement Product. Only a current LEHVOSS Customer may order the replacement Product. An invoice will be created and mailed to the purchasing Customer upon shipment of the replacement Product. Provided the returned Product complies with the limited warranty and not physically damaged, LEHVOSS will credit the invoice for the purchased replacement Product.
Non-Warranty Returns. Subject to prior approval by LEHVOSS, unused standard Products can be returned to LEHVOSS within 120 calendar days after the LEHVOSS invoice date provided the Products are returned in original packaging and both Products and packaging are free from defects. Products accepted to be returned for credit are subject to a 30% restocking fee. No credit will be issued for returned Products where the net amount involved is less than US$1000. Products built or ordered to custom specifications or Products that have been modified by the customer cannot be returned for credit under any circumstances. The Products must be returned to LEHVOSS with insurance and freight prepaid.
Change Orders. An accepted order that is scheduled to ship within the quoted lead time can be delayed once up to a maximum of 30 calendar days. Orders outside of the quoted lead time can be changed or cancelled by the Customer if accepted by LEHVOSS in writing. Cancelled orders are subject to a charge equal to 30% of value for standard Products. Custom or customer specific Product orders cannot be cancelled.
Price Adjustments. Prices for Products are exclusive of VAT and/or other taxes or duties. LEHVOSS reserves the right to adjust accepted prices for non-delivered Products in the event of alterations in rates of exchange, variations in costs of materials, sub-suppliers’ price increases, changes in wages, state requisitions or similar conditions over which LEHVOSS has no or limited control.
Set-Off. LEHVOSS and any other company in the LEHVOSS Group shall be entitled to set off claims against the Customer against claims of the Customer against LEHVOSS or any other company in the LEHVOSS Group.
Confidentiality. Any non-public information, including but not limited to, drawings, descriptions and any other technical documents which LEHVOSS has made or may make available to the Customer (“Confidential Information”) shall remain the property of LEHVOSS and shall be treated as confidential by Customer and its representatives and must not, without the written consent of LEHVOSS, be copied, reproduced, or transferred to third parties or be used for other purposes than those intended when the Confidential Information was made available. Confidential Information shall be returned to LEHVOSS upon LEHVOSS’ request.
Product Liability. LEHVOSS shall not be liable for any damage to real property or personal property caused by the Product after it has been delivered to the Customer. Nor shall LEHVOSS be liable for any damage to products manufactured by the Customer or to products of which the Customer’s products form a part. If LEHVOSS incurs liability towards any third party for such damage as described in the preceding sentence, the Customer shall indemnify, defend and hold LEHVOSS harmless. Customer shall indemnify and hold LEHVOSS harmless for all claims arising from damage resulting from the use or operation of the Products because of the improper repair, maintenance or operation of the Products by Customer, the failure of Customer to adequately train personnel in the operation of the Products, Customer’s failure to comply with applicable laws or regulations or otherwise. If a claim for damage as described in this clause is lodged by a third party against the Customer, the Customer shall immediately inform the other party thereof in writing.
Limitation of Damages. LEHVOSS SHALL NOT BE HELD RESPONSIBLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS, WHICH MIGHT ARISE OUT OF ANY BREACH OF WARRANTY, FAULTY PRODUCTS, DELAY IN THE DELIVERY OF THE PRODUCTS, PRODUCT LIABILITY, RECALL OR OTHERWISE, IRRESPECTIVE OF THE CAUSE, INCLUDING BUT NOT LIMITED TO, LOSS OF PRODUCTION, LOSS OF PROFIT AND LOSS OF GOODWILL.
Statutory Liability. Nothing in these Terms and Conditions shall operate so as to exclude or limit the liability of either party to the other for death or personal injury arising out of its negligence, fraudulent misrepresentation or for any other liability which cannot be excluded or limited by law.
Notice. Claims or complaints as to defects of the Products or other claims shall be submitted in writing by Customer to LEHVOSS without undue delay.
Intellectual Property Rights. If the Product is delivered with embedded software, Customer obtains a non-exclusive, software license in form of a right of use to the software solely for the purposes set out in the applicable specification of the Product. Aside from this, Customer obtains no rights in form of license, patent, copyright, trademark or other proprietary right connected to the Products. Customer shall not obtain any rights to source codes to such software.
Compliance. The Products may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. The Customer shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Products to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Products is prohibited by applicable federal or foreign law, regulation, or rule. The Customer shall be responsible for any breach of this Section 20 by its, and its successors' and permitted assigns', parent, affiliates, employees, officers, directors, customers, agents, distributors, resellers, or vendors. The Customer shall comply with all applicable federal and foreign laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, reexporting, or releasing any Products. The Customer shall provide prior written notice of the need to comply with such laws and regulations to any person, firm, or entity which it has reason to believe is obtaining any such Products from the Customer with the intent to export or reexport.
Partial Invalidity. If one or more of the terms and conditions in these Terms and Conditions or any part of a term is deemed invalid, unenforceable, illegal or inoperable, the validity, enforceability, legality or operability of all further terms and conditions shall not be affected or diminished thereby.
Choice of Law and Forum. Any dispute between the parties arising from or in connection with a purchase agreement governed by these Terms and Conditions shall be settled pursuant to the laws of Connecticut with the exception of Connecticut’s conflict of law rules. The application of the U.N. Convention on the International Sale of Goods is expressly excluded. The parties agree that Connecticut courts shall be the exclusive forum for any dispute arising under this order. The parties expressly waive any objections based on personal jurisdiction or venue and consent to service of process by certified mail, return receipt requested.