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 effect.
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 or modify.
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 claim.
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 shipments.
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.