1.1 In these Conditions: “Sale” means the sale of Goods or Services by the Supplier to the Buyer. “Buyer” means the party buying Goods or procuring Services. “Supplier” shall mean Stanton Industries, Inc. “Purchase Order” means an order placed on Supplier by Buyer; “Goods” means equipment, equipment components, equipment service, spare parts, and other goods and materials the Supplier has agreed to sell to Buyer. “Services” means any services supplied by Supplier to Buyer.
1.2 These Conditions apply to all contracts for Goods and Services. No modification to these Conditions shall be valid unless in writing and duly signed by a person authorized by Supplier.
1.3 Supplier and Buyer may agree to specific terms, the specific terms shall then apply to and prevail over all other conditions.
1.4 All Purchase Orders are subject to acceptance by Supplier.
1.5 Once accepted the Purchase Order and these Conditions shall constitute the contract (“Contract”) between Buyer and Supplier.
2 PRICE QUOTATIONS
2.1 Prices quoted for Goods and Services are valid for 30 days.
2.2 Availability of refurbished goods is subject to prior sale.
2.3 Prices quoted are exclusive of all taxes. All Taxes shall be paid by Buyer unless Buyer provides Supplier with an exemption certificate acceptable to the taxing authority.
3 INSPECTION AND TESTING
3.1 All Goods are inspected by Supplier before supply to Buyer and tested where appropriate.
3.2 An additional charge will be made for tests carried out at Buyer’s request.
4.1 All delivery dates given by Supplier are estimates only. Supplier will use reasonable efforts to supply Goods and Services within the estimated time requested and in any event within a reasonable period. Supplier will not be liable for any losses or expenses caused directly or indirectly by any delay or failure to deliver the Goods or Services.
4.2 The Buyer will be entitled to terminate the Contract if a delay exceeds 80 days.
4.3 Unless otherwise agreed in writing all shipments shall be made FCA (Incoterms 2000) Supplier’s production and/or distribution facilities.
4.4 Buyer will provide Supplier with delivery instructions promptly on notification the Goods are ready for shipment. If instructions are not received within 10 days after notification, the Supplier will invoice the Buyer for the Goods and make arrangements for storage at the Buyers expense.
4.5 Buyer agrees to comply with all applicable laws including export certifications that may be required in connection with its purchase of Goods.
4.6 Goods will be supplied and paid for as available. Each shipment shall be considered an independent transaction. Supplier may suspend shipment of the balance of the Contract if Buyer fails to meet their obligations under the Contract.
4.7 All Goods and Services supplied will be deemed accepted unless Buyer promptly notifies Supplier in writing that is the Goods are not in compliance with the Contract. Any damaged Goods and packaging must be kept for inspection by Supplier.
4.8 Supplier may modify the specification of Goods without notice provided that the modification does not materially affect the performance, form or fit of the affected Goods or Service.
4.9 Installation and commissioning are not included in the purchase price for the Goods.
4.10 Buyer shall be responsible for shipment of any product requiring Services to Supplier. Supplier shall notify Buyer following discovery of any such product as unsuitable for the performance of Services.
5.1 All payments are to be made in US Dollars.
5.2 Unless otherwise stated, full payment must be made to Supplier within 30 days of the date of invoice. Invoices will normally be issued on the date of delivery of the Goods or completion of the Services. Any invoice disputes must be raised by Buyer within 15 days from date of invoice, or the invoice shall be considered to be accepted by Buyer.
5.3 All Purchase Orders are subject to credit approval before shipment.
5.4 If any payment is overdue Supplier shall be entitled, without prejudice to any other right or remedy, to charge interest on any amount overdue at the rate of 10% per annum compounding daily.
6 RETENTION OF TITLE
6.1 Goods shall remain Supplier’s property until Buyer has made full payment to Supplier. Buyer’s goods the subject of Services by Supplier shall remain Buyer’s property at all times.
6.2 If payment becomes overdue, Supplier may, where permitted by law, and after giving notice to Buyer, enter upon any premises in Buyer’s control where Supplier reasonably believes Goods to be to recover Goods.
7 INTELLECTUAL PROPERTY
7.1 Supplier shall retain all rights and ownership of any know-how, technical information, drawings, specifications or ideas, developed or created by the Supplier. All such information shall be kept confidential by Buyer. Such information may not be used by Buyer for any purpose other than for the purpose of using any Goods supplied under the Contract without Supplier’s prior written consent.
7.2 Supplier’s trademarks and names and those of its associated companies shall not be used otherwise than as applied by Supplier to Goods, Services or associated documentation.
8.1 Seller hereby undertakes to repair or replace at Seller’s option any Equipment supplied to Buyer if a defect in materials or workmanship arises under conditions of normal and proper use and maintenance (fair wear and tear, and consumables excepted) provided that: STANTON INDUSTRIES, INC. TERMS AND CONDITIONS a) the Equipment was purchased and used for a purpose for which it was suitable, was operated and maintained in accordance with the operating instructions, and was not used in a way which was unsuitable; b) the claim is first notified promptly in writing to Seller; c) unless otherwise agreed, or specified by Seller, in writing, the defect occurs within eighteen months from the date of shipment of the Equipment or within twelve months from the date of installation of the Equipment, whichever is earlier: d) the Equipment has not been repaired or modified by anyone other than Seller or at Seller’s direction; e) in the case of Equipment or parts not of Seller’s own manufacture, unless otherwise required by law, Seller’s responsibility shall be limited to passing on to Buyer the benefit of any guarantee or warranty given to Seller by the manufacturer of such Equipment; f) in the case of a replacement, Buyer returns, at its cost, the defective Equipment, which is being or has been replaced, to Seller within ten (10) days of delivery of the replacement Equipment by Seller. g) The defect does not arise from Buyer’s specification or instructions h) Buyer has paid the purchase price for the Equipment in full.
8.2 Any repaired or replaced Equipment will continue to be warranted for the unexpired period of the warranty.
8.3 Failing satisfactory repair or replacement, Seller may satisfy Seller’s liability by reducing the purchase price or refunding the purchase price and retaking the Equipment.
8.4 EXCEPT AS EXPRESSLY WARRANTED ABOVE, ALL WARRANTIES, CONDITIONS AND OTHER TERMS WHICH MAY HAVE BEEN IMPLIED ARE EXCLUDED.
9 LIABILITY AND INDEMNIFICATION
9.1 THE FOLLOWING PROVISIONS SET OUT THE ENTIRE LIABILITY OF SELLER (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS EMPLOYEES, AGENTS, OR SUBCONTRACTORS) TO BUYER IN RESPECT OF: (A) ANY BREACH OF THESE CONDITIONS; OR (B) ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OF OMISSION INCLUDING NEGLIGENCE ARISING UNDER OR IN CONNECTION WITH THESE CONDITIONS.
9.2 NOTHING IN THESE SALE CONDITIONS EXCLUDES OR LIMITS THE LIABILITY OF SELLER FOR DEATH OR PERSONAL INJURY CAUSED BY SELLER’S NEGLIGENCE OR FRAUDULENT MISREPRESENTATION
9.3 PHYSICAL DAMAGE TO PROPERTY TO THE EXTENT THAT IT RESULTS FROM BREACH OF CONTRACT OR SELLER’S NEGLIGENCE IN CONNECTION WITH THE PERFORMANCE OF THE CONTRACT, SUBJECT TO AN OVERALL LIMIT OF THE AMOUNT RECEIVED BY SELLER FROM BUYER UNDER THE CONTRACT.
9.4 IN NO CIRCUMSTANCES SHALL THE SELLER HAVE ANY RESPOSIBILITY FOR CONSEQENTIAL DAMAGES
10 FORCE MAJEURE
10.1 Neither Buyer nor Supplier shall be liable for failures in performance resulting from acts or events beyond its reasonable control.
11.1 No Contract may be cancelled or altered by Buyer except with Supplier’s written agreement and upon terms and conditions acceptable to Supplier. 11.2 Buyer shall be liable for all costs of work done and materials purchased or provided up to the time of cancellation.
12.1 If Buyer commits any act of bankruptcy then all sums due to Supplier under the Contract shall immediately become due and payable and Supplier may terminate the Contract forthwith by written notice.
12.2 Supplier may terminate the Contract with immediate effect in the event of a failure by Buyer to comply with any material provision of these Conditions if the failure continues for more than 14 days after Buyer has been given written notice.
12.3 Termination shall be without prejudice to any prior right of either party.
13.1 Buyer may neither assign nor transfer any or all of its rights under the Contract without the prior written consent of Supplier.
13.2 All drawings, descriptive matter, technical specifications, capacities, performance rates, descriptions and other particulars given in respect of Goods (whether in catalogues or advertisements or accompanying or referred to in the Contract) are stated by Supplier in good faith based on Supplier’s experience as being correct within acceptable tolerances but are not binding in detail and do not form part of the Contract unless specifically stated to do so. Unless agreed otherwise in writing, it is Buyer’s responsibility to ensure that Goods are sufficient and suitable for Buyer’s purposes.
13.3 Buyer hereby acknowledges that relevant safety and training literature relating to the Goods and Services will be supplied by Supplier to Buyer free of charge.
13.4 All environments at Buyer’s premises and all Goods returned to Supplier must be free from risks to health and safety (save to the extent notified to Supplier in writing and specifically accepted by Supplier).
14 GOVERNING LAW AND DISPUTE RESOLUTION
14.1 The Contract shall be governed by and construed in accordance with the laws of the State of Ohio.
14.2 Buyer and Supplier agree that the courts of the State of Ohio shall have the exclusive jurisdiction to settle any disputes, which may arise in connection with the Contract.
14.3 Supplier shall have the option to bring suit before the Courts of the domicile of Buyer when the claim is for or related to payments due from Buyer.
15.1 This quotation is the property of Stanton Industries Inc and contains confidential information.
15.2 The contents of this proposal, including but not limited to pricing and structure, shall not be disclosed outside the STANTON INDUSTRIES, INC. TERMS AND CONDITIONS customer or disclosed in whole or in part for any purpose other than to evaluate the quotation.
15.3 Upon award, the terms of the award will remain confidential.
Terms and Conditions of Use
last updated June 24th, 2016
Acceptance of Contract Terms and Conditions of Use (also, the “terms”)
This is a web site of Stanton Industries (also referred to as “Stanton Industries,” “us,” or “we”). We welcome you to the web site www.StantonInd.com, and its associated pages (collectively, the “Site”). Stanton Industries is an internet marketing company.
Our postal address is:
Stanton Industries, Inc
6160 Peach Street
Louisville, Ohio 44641
We can be reached via e-mail at email@example.com or you can reach us by telephone at 330-794-5510.
The material provided on this Site is protected by law, including but not limited to, United States Copyright Law and international treaties. The contents of this Site are copyright ©2016, Stanton Industries, with all rights reserved. Subject to the terms and conditions herein, a limited license is granted to you to display, use, and download the materials on this Site for your internal use only, provided you do not modify the materials and that you preserve all copyright and other proprietary notices contained in the materials. Except as stated above, none of the material on this Site may be copied, reproduced, distributed, published, downloaded, displayed, posted or transmitted in any form or by any means including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise without the prior written permission of Stanton Industries. This permission terminates automatically if you breach any of these terms or conditions, or upon the request of Stanton Industries. Upon termination you must immediately destroy any downloaded and printed materials. You also can not “mirror” or “frame” any material contained on this Site. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, and various other regulations and statutes. You agree not to interrupt or attempt to interrupt the operation of the Site in any way. Stanton Industries reserves all rights not expressly granted herein. Stanton Industries may terminate this limited license for any reason.
The “Stanton Industries, Inc.”, “Stanton”, etc., trademarks, service marks, and associated logos (collectively, the “Trademarks”) that are used and displayed on this Site are registered and unregistered trademarks of Stanton Industries. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the written permission of the Trademark owner. Stanton Industries enforces its intellectual property rights to the fullest extent of the law. Stanton Industries prohibits use of the Trademarks as a “hot” link to the Stanton Industries Site unless establishment of such a link is approved in advance by Stanton Industries in writing. Use of any of the Trademarks as meta-tags or embedded text on other web sites, for search engine subject matter marketing, or as a spoofed email address are also expressly prohibited.
THIS SITE AND THE INFORMATION PROVIDED HEREIN ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO THE APPLICABLE LAW, STANTON INDUSTRIES, INC DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. Stanton Industries DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, CONTENT, SECURITY, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE INFORMATION, CONTENT, OR MATERIALS ON THIS SITE OR ANY SITES LINKED TO THIS SITE.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL STANTON INDUSTRIES, INC BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, HARM TO EQUIPMENT AND/OR PERSONAL INJURY OR DEATH, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE INFORMATION, CONTENT, OR MATERIALS ON THIS SITE, EVEN IF STANTON INDUSTRIES, INC OR A STANTON INDUSTRIES, INC AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THIS SITE OR THE INFORMATION, CONTENT, OR MATERIALS THEREIN RESULTS IN THE NEED FOR SERVICING, REPAIR, OR CORRECTION OF ANY ITEM, YOU ASSUME ANY AND ALL COSTS THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to comply with, and accept full responsibility for your compliance with all applicable laws.
Stanton Industries has attempted to provide accurate information on the Site; however, Stanton Industries does not assume, and shall have no responsibility for, the accuracy of the information on the Site. The information on this Site may include inaccuracies, such as technical errors, omissions, or typographical errors, etc. Stanton Industries makes no commitment to update the materials or information on this Site; use of this Site is at your sole risk. Stanton Industries may change the information on this Site at any time without notice to you.
Postings and Privacy
Stanton Industries may provide links to other sites as a convenience, but Stanton Industries accepts no responsibility for the content of such sites and the link should not be construed as an endorsement or affiliation.
Your receipt of an electronic or other form of confirmation does not signify our acceptance of an account application or other order, nor does it constitute confirmation of our offer of an account or an offer to sell. Stanton Industries reserves the right at any time after receipt of your application or order to accept or decline for any reason.
Revision of the Term and Conditions of Use
Stanton Industries may at any time revise this Site and these Terms and Conditions of Use by updating this posting. When we do, if you are a registered user or an account holder, we will notify you by e-mail. It is therefore very important that you make sure to notify us when your e-mail address changes. You may do so by contacting us at the address above. If you continue to use this Site after a revision to the Terms and Conditions of Use, you agree to be bound to the new agreement. If you do not wish to be bound to the new agreement, do not use the Site.
You may not use this Site to transmit unsolicited email. You may not transmit unsolicited email to this Site or to anyone whose email address includes the domain name used on this Site. You may not use our domain name as a pseudonymous return email address for any communications that you transmit from another location or through another service. You may not pretend to be someone else—or spoof their identity—when using this Site or any resources provided here.
Terms of Sale
By placing an order you are offering to purchase a product on and subject to the following terms and conditions. All orders are subject to availability and confirmation of the order price.
Dispatch times may vary according to availability and subject to any delays resulting from postal delays or force majeure for which we will not be responsible.
In order to contract with Stanton Industries, Inc. you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. Stanton Industries, Inc. retains the right to refuse any request made by you. If your order is accepted we will inform you by email and we will confirm the identity of the party which you have contracted with. This will usually be Stanton Industries, Inc. or may in some cases be a third party. Where a contract is made with a third party Stanton Industries, Inc. is not acting as either agent or principal and the contract is made between yourself and that third party and will be subject to the terms of sale which they supply you. When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorized user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. The cost of foreign products and services may fluctuate. All prices advertised are subject to such changes.
(a) Our Contract
When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order: this email will only be an acknowledgement and will not constitute acceptance of your order. A contract between us will not be formed until we send you confirmation by e-mail that the goods which you ordered have been dispatched to you. Only those goods listed in the confirmation e-mail sent at the time of dispatch will be included in the contract formed.
(b) Pricing and Availability
Whilst we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund.
Delivery costs will be charged in addition; such additional charges are clearly displayed where applicable and included in the ‘Total Cost’.
Upon receiving your order we carry out a standard authorization check on your payment card to ensure there are sufficient funds to fulfil the transaction. Your card will be debited upon authorisation being received. The monies received upon the debiting of your card shall be treated as a deposit against the value of the goods you wish to purchase. Once the goods have been despatched and you have been sent a confirmation email the monies paid as a deposit shall be used as consideration for the value of goods you have purchased as listed in the confirmation email.
Any and all claims or disputes relating to or arising from your use of this Site or the information, content, materials on the Site, and the services and products of Stanton Industries, or the interpretation and enforcement of this agreement shall be governed by the laws of the Commonwealth of Virginia, as it applies to a contract executed, delivered and performed solely in Virginia, and without regard to any conflict of law provisions. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against either of the parties only in the courts of the Commonwealth of Virginia, City of Richmond or, if it has or can acquire jurisdiction, in the United States District Court for the Eastern District of Virginia, Richmond Division, and you and Stanton Industries consent to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue. Process in any action or proceeding referred to in the preceding sentence may be served anywhere in the world. Your use of the Site does not subject Stanton Industries to any judicial process or to the jurisdiction or venue of any courts or tribunals other than those identified above, including without limitation, those in your jurisdiction or location.
This agreement is between you and Stanton Industries. There are no third party beneficiaries.
You and Stanton Industries agree that the Uniform Computer Transactions Act or any version thereof, adopted by any state, in any form (“UCITA”), shall not apply to this agreement. To the extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the opt-out provision(s) contained therein.