By placing an order for products pursuant to a Julia usa corporation quotation or by accepting delivery of products pursuant to a Julia usa corporation invoice, purchase order, or packing list, customer (as hereinafter defined) agrees to be bound by and accepts the following terms and conditions. These terms and conditions supersede any and all prior or contemporaneous representations, discussions, correspondence, or agreements between the parties and are in lieu of and replace any and all terms and conditions set forth in any document issued by customer, including without limitation any request for quote or purchase order. any additional, different, or conflicting terms and conditions on any document issued by customer at any time are hereby objected to and rejected by Julia usa corporation. this document constitutes the complete and exclusive agreement between Julia usa corporation and customer for the sale of the products by Julia usa corporation to customer and cannot be altered or amended without the express written consent of Julia usa corporation.
AGREEMENT: Any agreement between JULIA USA CORPORATION (“JULIA USA”) and a buyer or purchaser (“Customer”) for the supply and/or delivery of circular saw blades and knives, parts, and/or components (collectively. the “Product”) is expressly conditioned upon Customer’s assent to all of the terms and conditions contained herein (the “Terms and Conditions”). Customer is deemed to have assented to the Terms and Conditions unless JULIA USA receives written notice of Customer’s objection(s) thereto within ten (10) days after Customer’s receipt of these Terms and Conditions.
OFFERS / PRICES / ORDERS / ACCEPTANCE: In the event that JULIA USA will issue an offer to a Customer, such offer will be valid for thirty (30) days from the date of issuance. Each offer issued by JULIA USA shall indicate the applicable prices to the Products, and Customer acknowledges and agrees that such prices are not binding upon JULIA USA. Customer shall submit the purchase order in writing to JULIA USA by facsimile or email. JULIA USA shall accept the purchase order within five (5) business days; in the event of non-acceptance by JULIA USA within such term, Customer’s purchase order will be deemed rejected. Customer will purchase the Products from JULIA USA at the prices set forth in each accepted purchase order by JULIA USA. Prices for the Products shall not be subject to adjustments prior to shipment, unless in the event of a significant increase in the cost of raw materials, labor or energy to manufacture the Products; if the prices should be increased by JULIA USA before shipment to Customer, then these Terms and Conditions shall be construed as if the increased prices were originally inserted herein and Customer shall be billed by JULIA USA on the basis of such increased prices. In the event of JULIA USA’s acceptance of a purchase order for specially manufactured Products.
PAYMENTS / TAXES / TERMS: Customer shall pay JULIA USA for all amounts and/or charges listed on the accepted purchase order, including without limitation all packaging, shipping and handling charges. Customer shall be responsible for all applicable federal, state, municipal, and government taxes, duties, and levies, however designated or levied on the manufacture, assembly, sale, transportation, and/or disposal of the Product. All payments required under such purchase order shall be in U.S. dollars. Unless otherwise stated in writing by JULIA USA, all payments shall be due, by wife transfer, upon Customer’s receipt of the Product. If a payment is not received within ten (10) days after it is due, then a finance charge equal to the lesser of eighteen percent (18)% per annum or the maximum interest allowed by law shall apply to such overdue amount. As security for payment of any balances due, JULIA USA shall have the right to retain possession of and shall have a security interest in all of Customer’s property and shall have a purchase money security interest and right of possession in the Product, even if already shipped. Customer agrees to execute any requested financing statement and provide any document requested by JULIA USA to protect its security interest. JULIA USA may suspend performance of any order, defer shipments, accelerate the due date on all amounts owed, require security and/or require adequate assurances when, in JULIA USA’s sole opinion, the financial condition of Customer warrants such action. Customer agrees to pay all of JULIA USA collection costs, including without limitation reasonable attorneys’ fees.
TITLE / DELIVERY / RISK OF LOSS: JULIA USA shall determine the schedule for delivery of the Product in its sole discretion and subject to the availability of finished Products. JULIA USA shall have the right to make partial shipment of the Product, and Customer shall pay the amounts due and payable for such partial shipment. Unless otherwise provided in writing by JULIA USA delivery of the Product shall be made Ex-works (Incoterms 2010). The title to and risk of loss or damage with respect to the Product shall pass to Customer upon delivery to Customer or Customer’s designated carrier at the Ex-works point of shipment. JULIA USA’s obligation to deliver the Product, when and if applicable, is subject to receipt from Customer of all necessary information and documentation from Customer including, but not limited, to exemption and/or resale certificates, licenses, and other documents as may be required from Customer. Transportation shall be at Customer’s sole risk and expense, and any claims for losses or damage in transit shall be against the carrier only, and Customer hereby agrees to waive any such claim against JULIA USA. If delay in delivery is caused, in whole or in part, by Customer, JULIA USA reserves the right to invoice Customer for the applicable Product and to make reasonable charges for storage until such time as delivery can be made. The Product shall be packed for shipment in such manner as may be determined by JULIA USA.
SHORTAGES AND REJECTION: Customer shall promptly notify JULIA USA, in no event later than ten (10) business days after delivery, of any claimed shortages or rejection as to any Product that is in material non-conformance. Such notice must be in writing and shall reasonably detail the grounds for any such rejection. Failure to give such notice within such time shall be deemed an acceptance in full of any such delivery. Customer shall provide JULIA USA with a reasonable time to cure any notified shortage or material non-conformance of the Product. In the event of Customer’s order for specially manufactured Products, as defined from time to time by JULIA USA, if JULIA USA delivers to Customer a quantity of Products of up to ten-percent (10%) more or less than the quantity set forth in the accepted purchase order, Customer shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall and shall pay for such Products the price set forth in the accepted purchase order adjusted accordingly. Notwithstanding the foregoing, in the event of Customer’s order for a Minimum Quantity of specially manufactured Products (as hereinafter defined), Customer agrees that JULIA USA might supply a quantity of Product up to one (1) more or less Product than the quantity set forth in the accepted purchase order, and Customer further agrees that Customer shall not be entitled to object to or reject such Products or any portion of them by reason of the shortfall and shall pay for such Products the price set forth in the accepted purchase order adjusted accordingly. For the purposes of this Section, the term “Minimum Quantity” shall mean an ordered quantity of Products between no less than five (5) and up to a maximum of nine (9).
CONFIDENTIAL INFORMATION: All proprietary information (whether written, electronic, or oral) furnished (whether before or after the date of the agreement entered into by and between JULIA USA and Customer) by JULIA USA to Customer relating to the Product, except information that legally is or becomes publicly available or is rightfully received by Customer from a third party, is hereinafter referred to as the “Confidential Information”. Customer, together with its officers, directors, employees, and agents, agrees: (i) to keep the Confidential Information confidential and not to disclose such Confidential Information in any manner whatsoever without the prior written consent of JULIA USA, except as required by applicable law, regulation, or legal process, and (ii) not to use the Confidential Information for other purposes than evaluating the purchase of Product from JULIA USA Customer shall cause its officers, directors, employees, and agents to observe the terms of this provision and shall be liable for any breach of this provision. Upon request by JULIA USA, Customer shall promptly return all Confidential Information to JULIA USA.
INTELLECTUAL PROPERTY: All intellectual property rights in and to the Product, in whole or in part, shall remain the property of JULIA USA, its parent, or affiliate companies (or their respective licensors) as applicable from time to time. The sale of the Product by JULIA USA to Customer does not in any way grant, convey, or confer upon Customer or anyone else any license, express or implied, under any patent, copyright, trademark, mark, work right, or other intellectual property right in the Product production or design processes. JULIA USA makes no representation or warranty with respect to the patentability of the Product or that any of the Product will be free from claims of infringement. In addition to the indemnification provisions stated herein, Customer agrees to indemnify and defend JULIA USA in any suit, action, or proceeding for any claim resulting from actual or alleged infringement of any domestic or foreign letters of patent for any feature, construction or design incorporated into the Product at Customer’s request or any additions, changes, or adaptations made by Customer or Customer’s customers after delivery of the Product.
EXCUSE FROM PERFORMANCE: JULIA USA shall not be liable for and its performance shall be excused when there is any contingency beyond the control of JULIA USA or its supplier that interferes with JULIA USA’s production, supply, or transportation, including but not limited to natural disaster, acts of war, unavailability or shortages of materials, fuel or power through normal commercial channels at customary and reasonable rates, terrorist act, embargo, action by federal, state, local or foreign government, public protest, destruction of equipment, governmental actions, or labor difficulties. When performance is so excused, all quantities of affected Product may be eliminated from future agreements without liability and JULIA USA may allocate its supplies and Product among their various uses in any manner which is commercially reasonable.
LIMITED WARRANTY: JULIA USA warrants that for a period of one (1) year from the date of shipment, the Product will be materially free from defects in materials and workmanship under normal use and proper maintenance. JULIA USA’s obligation under this Limited Warranty shall be limited to the repair or replacement (at JULIA USA’s sole option) of the affected Product or parts thereof, exclusive of the cost of field labor for replacing, removing or re-installing such Product or parts thereof. A warranty claim is not valid unless it is delivered to JULIA USA in writing within eight (8) days after Customer learns of the alleged defect and provides reasonable detail of the alleged defect. In the event that Customer claims a defect of a Product (the “Defective Product”), Customer can send, at its own expenses, to JULIA USA the Defective Product. Upon inspection and evaluation of the claimed defect JULIA USA, at its sole discretion, may repair or replace such Product. JULIA USA will bear the costs and expenses of reparation or replacement.
JULIA USA shall have no obligation under the Limited Warranty to the extent the alleged defect is the result of (i) misuse, abuse, neglect, accident, improper maintenance, or incorrect handling by Customer; (ii) operation of the Product other than in accordance with the operating manual, documentation, use supplements, and bulletins provided by JULIA USA; (iii) use of the Product with parts, components, or re-agents not approved for use by JULIA USA; or (iv) any modification of any part of the Product not expressly authorized in writing by JULIA USA.
DISCLAIMER: THE LIMITED WARRANTY IS EXCLUSIVE, JULIA USA MAKES NO OTHER WARRANTIES, CONDITIONS, PROMISES, OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE PRODUCT, RELATED EQUIPMENT, RELATED SERVICES, OR ANY MATERIALS, PARTS, OR COMPONENTS THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, MERCHANTABILITY, SUITABILITY FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ALL SUCH WARRANTIES, CONDITIONS, AND REPRESENTATIONS ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
UNLESS AUTHORIZED IN WRITING BY AN EXECUTIVE OFFICER OF JULIA USA, NO AGENT, EMPLOYEE OR REPRESENTATIVE OF JULIA USA HAS ANY AUTHORITY TO BIND JULIA USA TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE PRODUCT SOLD.
LIMITATION OF LIABILITY: The Limited Warranty shall constitute JULIA USA’s sole liability and Customer’s exclusive remedy in connection with any claim of any kind relating to the Product, including without limitation its quality, condition, performance, or delivery, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
JULIA USA SHALL NOT BE LIABLE TO CUSTOMER UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PRODUCT OR THE AGREEMENT TO SELL PRODUCT TO CUSTOMER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES, LOST PROFITS, LOSS OF USE, OR FOR ANY DAMAGES OR SUMS PAID BY CUSTOMER TO THIRD PARTIES, EVEN IF JULIA USA HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES.
ASSIGNMENT: No quotation, invoice, purchase order, or packing list is transferable or assignable by Customer without the prior written consent of JULIA USA.
CHANGES: JULIA USA may at any time, and without notice, discontinue the manufacture of the Product or any piece, component, or part thereof, in which case JULIA USA shall have no liability to Customer except, if applicable, the return of deposits or pre-payments.
SEVERABILITY: The invalidity or unenforceability of any provisions of this Terms and Conditions shall not affect the validity or enforceability of any other provision of such instrument, which shall remain in full force and effect.
GENERAL: The invoice, purchase order, or packing list, as applicable, together with these Terms and Conditions, constitutes the complete and final agreement between Customer and JULIA USA and may be modified only by an amendment, expressly stated as such, signed by both parties. The failure of JULIA USA to enforce any terms or conditions herein shall not constitute a waiver of that term or condition or any other term or condition. If any provision or any portion of any provision contained herein or the application of such provision or any portion thereof, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions herein, shall not be affected thereby. The document shall be interpreted in accordance with the laws of the State of Illinois without regard to conflict of law principles and Customer consents to the exclusive jurisdiction (including without limitation personal jurisdiction) and venue in Illinois.