GOVERNING PROVISION; ACCEPTANCE OF ORDER
These terms and conditions of sale (these “Terms”) govern the sale of products (the “Products”) or Services rendered by Markem-Imaje (“Seller”) to the person or entity purchasing the Products (“Buyer”). The quotation, order acknowledgment and/or invoice of Seller attached to these Terms, together with these Terms, the Warranty and any specifications for the Products accepted in writing by Seller comprise the entire agreement between the parties with respect to the supply of the Products, and any contract arising therefrom shall be governed solely by the provisions of such documents and these Terms (the “Agreement”) and any additional or different terms already or hereafter proposed by Buyer, whether in a purchase order or other communication or otherwise, are hereby rejected and shall not apply unless signed and approved by Seller. Failure of Seller to object to provisions contained in any purchase order or other communication from Buyer shall not be construed as a waiver of these Terms nor an acceptance of any such provisions. Buyer will be deemed to have assented to these Terms by acceptance of any of the products. No order shall be binding on Seller until it is accepted by Seller. Acceptance is, in all cases, conditional upon Buyer’s agreement to the terms and conditions set forth in these Terms. Any order for consumables and spare parts, with the exclusion of break-fix parts & consumables/spares ordered under a scheduling agreement (Essentials Premium), less than $500.00 (or equivalent value in local currency) will be subject to a handling fee of $30.00 (or equivalent value in local currency). Handling fees will be automatically added to Seller’s invoice. After Seller’s acceptance, Buyer may not change its order without the written consent of Seller. After Seller’s acceptance, Buyer may not change its order without the written consent of Seller.
DELIVERY; TITLE
“Risk of the Products will be transferred upon delivery to the place indicated by the Seller and title of Products upon full payment. Delivery to a public carrier at the applicable Seller manufacturing facility, consigned as Buyer directs, shall constitute transfer of the shipment’s title, ownership, possession, and property to Buyer at point of such delivery. The carrier will thereafter be deemed as acting for Buyer and the shipment will be at Buyer’s risk. If no method of shipment is specified by Buyer, Seller will use its discretion in selecting the transportation method. Buyer’s orders under managed freight will be subject to a surcharge of 9 USD (or equivalent value in other currency); and in the event of air freight, a surcharge of 15 USD (or equivalent value in other currency). Estimated shipping schedules are from date of credit approval of order, and receipt of details, information, and samples needed to process and manufacture Buyer’s entire order. Shipping or production dates are approximate; Seller is not responsible for delays or non-performance including, without limitation, delays or non-performance due to strikes, fires, embargoes, abnormal manufacturing conditions, or causes beyond Seller’s reasonable control (“Force Majeure events”). In the event of such delay or failure, there shall be no cancellation of the Agreement, and the time of delivery or performance shall be extended for a reasonable length of time, but not less that the period of delay. Seller may make deliveries in installments.”
