Deublin Online Sale Terms
1. ACCEPTANCE OF TERMS AND CONDITIONS:
Pursuant to clicking “Accept” with respect to these T&Cs and completing an order to purchase Equipment or Services through the Site (each, an “Order”), Buyer expressly agree to the following terms and conditions of sale.
“Buyer” means the person or entity purchasing Equipment or Services from Deublin Company, which shall include the principal of Buyer if Buyer is acting on behalf of another entity, as well as their permitted successors and assigns.
“Deublin Company” or “Seller” means Deublin Company and its permitted successors and assigns.
“Party/Parties” means either Buyer or Deublin Company, or both together, depending upon the context.
“Contract” or “Contract Documents” means these T&Cs, the Order, any acknowledgement of any Order sent by Deublin Company and any additional terms regarding any Service identified by Deublin Company prior to or at the time of Deublin Company’s acceptance of any Order, and excludes any other terms and conditions or documents. In case of any contradictions between the Contract Documents, the terms and conditions of these T&Cs shall prevail.
“Equipment” means the machinery, systems, components, spare parts, materials, hardware, instrumentation and technical documentation offered by Deublin Company through the Site and purchased by Buyer pursuant to an Order.
“Services” means on-site work, training, start-up assistance, testing, extended warranty, maintenance support, and other services offered by Deublin Company through the Site and purchased by Buyer pursuant to an Order.
“Site” means www.deublin.com, the website owned and controlled by Deublin Company.
All Orders of Buyer submitted through the Site are subject to acceptance and approval by Deublin Company and are not binding until and unless so approved and accepted. Written acknowledgment of an Order (including acknowledgements sent in electronic form) will constitute acceptance and will thereby be a binding Contract which cannot be modified or canceled by Buyer without written consent of Deublin Company. Each Order, the corresponding acknowledgment by Deublin Company and these T&Cs shall constitute a separate Contract between the Parties, and shall be separate from the Contract created by any other Order and acceptance.
If in Deublin Company’s judgment reasonable doubt exists as to a Buyer’s financial responsibility, or if a Buyer is past due in payment of any amount owed to Deublin Company, Deublin Company reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material in transit until Deublin Company receives payment of all amounts owed to Deublin Company, whether or not due or adequate assurance of such payment.
The Buyer may request in writing changes to the quantity, shipping instructions or shipment schedule of the Equipment for an Order, by contacting Deublin Customer Service at (847) 689-8600. Any such change accepted by Deublin Company may result in a change in price or shipment schedule.
Seller reserves the right, prior to shipment, to make changes in details of design, construction, or arrangement of the Equipment as shall, in its judgment, constitute an improvement over such former practice as may be shown or described in the specifications or on the Site.
5. PRICE, TAXES, AND TERMS OF PAYMENT;
a. All prices on the Site are subject to change without notice and the price for any Equipment or Service shall be that price in effect at the time of Seller’s acceptance of Buyer’s Order.
b. When Buyer submits an Order, Buyer must supply certain information relevant to the Order, including credit card number, the expiration date of the credit card, billing address, and shipping information. BUYER REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY ORDER. By submitting such information, Buyer grants to Deublin Company the right to provide such information to third parties for purposes of facilitating the completion of the Order initiated by or on behalf of Buyer. Verification of information may be required prior to the acknowledgment or completion of any Order.
c. The prices on the Site do not include any sales, use, property, value added or other taxes or charges, whether federal, provincial, state or local (“Governmental Charges”) or any shipping, handling or freight costs (“Shipping Charges”). Buyer shall be liable for all Governmental Charges, and for any exemption therefrom, and for all Shipping Charges. The prices on the Site include Deublin Company’s own income taxes, Deublin Company’s standard packing, insurance and customs duties (unless excluded). Government Charges and Shipping Charges shall be identified prior to Buyer’s completion of an Order.
d. Unless otherwise agreed in writing, all invoices are due at the time of Deublin Company’s acceptance of Buyer’s Order and Deublin Company shall charge Buyer’s credit card for the full purchase amount and all Government Charges and Shipping Charges at that time.
e. If Deublin Company permits Buyer to make payment other than at the time of an Order (such as pursuant to a credit arrangement in connection with Buyer establishing an account with Deublin Company), then all invoices are due net thirty (30) days from the date of the respective invoice. All overdue invoices shall bear interest at the rate of 1.5% per month, or the maximum amount permitted by applicable law (whichever is less), accruing from the due date until paid in full. In the event that a payment to Deublin Company remains unpaid more than thirty (30) days after its due date, Deublin Company reserves the right, without any liability and without prejudice to its other rights, (1) to terminate this Contract or to suspend the performance of its obligations under this Contract, and (2) to institute other actions and remedies permitted by applicable law.
f. Any promotions made available through the Site may be governed by rules that are separate from these T&Cs. If Buyer participates in any promotions, Buyer should review the applicable rules on the Site. If the rules for a promotion conflict with these T&Cs, the promotion rules will apply.
6. DELIVERY OF EQUIPMENT:
a. Unless otherwise identified by Deublin Company, delivery term shall be FOB Waukegan, Illinois, (unloading by Buyer at its cost). Delivery dates shall be as specified during the Order process, in Deublin Company’s acknowledgement of the Order, or pursuant to such other method of communication as identified by Deublin Company.
b. If Deublin Company defers shipment at Buyer’s request, Buyer shall indemnify Deublin Company against all additional costs incurred by Deublin Company thereby, such as demurrage, handling, storage, and insurance. Transfer to storage at Buyer’s request or upon Buyer’s delay shall be considered shipment for all purposes, including invoicing and payment. Buyer shall bear risk of loss or damage during storage, or thereafter.
c. Title and risk of loss to Equipment shall pass to Buyer upon:
(i) delivery of the Equipment to the carrier, FOB Waukegan, Illinois; and
(ii) respective payment in full.
d. Intellectual property of any kind, including designs, drawings, copyrights, patents, know-how, inventions, trade secrets, improvements, developments, calculations and spreadsheets, will remain the sole property of Deublin Company. Reuse, reproduction or distribution is strictly prohibited without express written consent of Deublin Company.
e. Seller will use all reasonable diligence to meet the scheduled dates for shipment, but shall not be liable for any loss, damage, expense or charge resulting from delay in shipment. The term “time is of the essence” does not apply.
7. TIME EXTENSIONS:
Delays occasioned by labor disputes, non delivery of acceptable material by suppliers, the elements, other acts of force majeure, or other causes over which Seller has no reasonable control (including those events listed or described in Article 11) shall upon notice by Seller extend the time of performance under the Contract for a period of time equal to the period of delay caused by the force majeure condition plus the delay reasonably incident to the resumption of normal production.
8. MECHANICAL WARRANTY:
a. Deublin Company warrants that Equipment will be free from defects in design, engineering, materials and workmanship under normal and anticipated use, storage, erection, operation, maintenance, service and handling for a period of twelve (12) months from the date of shipment (“Warranty Period”). If expressly so provided in this Contract or on the Site, a shorter Warranty Period may apply in specific cases or for specific Equipment (e.g., as warranted by sub-vendors of such Equipment). Deublin Company’s exclusive liability, and Buyer’s exclusive remedy, for breach of this warranty shall be, at Deublin Company’s option, the repair or replacement of the Equipment or refund of the purchase price.
b. Deublin Company undertakes, at its discretion and cost, to repair or replace defective Equipment covered by the warranty in Section 8.a, provided that Buyer has notified Deublin Company, within the Warranty Period, in writing of the defects promptly following discovery and has given Deublin Company full and complete opportunity to examine and test the defective part.
c. For replacement parts provided pursuant to the warranty in Section 8.a, a new warranty period shall be granted equal to the original one counted from the date of installation of the replacement parts; provided that any such warranties (whether for replacement parts, latent defects or otherwise) shall expire no later than the earlier of twenty-four (24) months from the date of shipment.
d. For replacements of defective parts, Buyer shall carry out disassembly and reinstallation, and Deublin Company shall be responsible for shipping. All parts of Equipment replaced in connection with warranty replacements shall become the property of Deublin Company.
e. No warranty in this Contract shall apply to, and Deublin Company shall not be liable for:
(i) consumables or parts having a life expectancy shorter than the Warranty Period;
(ii) ordinary wear and tear;
(iii) defects, damages, losses or costs (a) resulting from improper, incomplete or unanticipated handling, storage, erection, operation, maintenance, service or other use of Equipment by Buyer or third parties, or (b) caused by any non-compliance with Deublin Company’s manuals or instructions;
(iv) modifications to Equipment made by Buyer or third parties without a prior written consent of Deublin Company, or
(v) any other acts or omissions, including repairs or modifications by Buyer or third parties.
9. SERVICE WARRANTY:
For all Services, Seller warrants that such Services shall be performed in a workmanlike manner. This limited warranty shall be for ninety (90) days from the date Services are provided and notice of any warranty failure must be provided by Buyer with the ninety (90)-day period. Deublin Company’s exclusive liability, and Buyer’s exclusive remedy, for breach of this warranty shall be, at Deublin Company’s option, the re-performance of the Service(s) or refund of the purchase price.
10. LIMITATION OF LIABILITY:
The limited warranties set forth herein are exclusive and in lieu of all other warranties, express or implied by law or trade usage, including any WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE all of which are hereby specifically disclaimed, and shall be the Buyer’s sole and exclusive remedy. Buyer waives any other basis for recovery against Seller, and Seller shall not be liable for any special, incidental, consequential or punitive damages, including loss of use, or loss of anticipated profits, whether arising in contract, warranty, tort, product liability, strict liability, or any other legal theory. In the event that any of Seller’s warranties fails of its essential purpose, or is held to be invalid or unenforceable for any reason, the Parties understand and agree that all limitations of liability for special, incidental, consequential or punitive damages will remain in effect.
11. UNFORESEEN EVENTS AND CIRCUMSTANCES:
Neither Party shall be liable for any unforeseen events or circumstances beyond its reasonable control including fire, strike or other labor conflict, acts of God, material shortage, casting failure, war, flood, acts of terrorism, Governmental act or regulation, transportation restriction and the like, and to the extent affecting performance under the Contract. The Party wishing to claim relief by any of such unforeseen event or circumstance, shall notify the other Party promptly on the commencement, effects and cessation thereof.
a. Any notice given between the Parties under this Contract may be given by courier, personal delivery or mail, postage prepaid, or by e-mail or similar electronic methods. Date of service shall be the date on which the notice is received.
b. This Contract or any part thereof, except sub-contracting by Deublin Company, shall not be assigned without written agreement by the Parties.
c. No action arising out of this Contract or any performance thereunder may be brought against the other Party more than three (3) years from the date of delivery of the Equipment.
d. No waiver by either Party of a breach of any provision of this Contract shall constitute a waiver of any subsequent breach of such or any other provision.
e. If any provision of this Contract shall be held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
f. This Contract shall be governed by and construed in accordance with the laws of the State of Illinois (except choice of law provisions).
g. Any dispute arising out of or in connection with this Contract, which the Parties are not able to settle amicably within three (3) months from the first written request for such settlement, shall be finally settled in accordance with the latest rules for commercial arbitration of the American Arbitration Association (AAA) by one or more Arbitrators appointed in accordance with those Rules. The arbitration shall take place in Chicago, Illinois and shall be conducted in the English language. Judgment upon the award rendered by the Arbitrator(s) shall be binding and final.
h. Any and all trade secrets, specifications, drawings, designs, samples, other technical, financial, product, marketing, sales, production, subcontracting, pricing and other confidential and/or proprietary information of a Party pertaining to Equipment, Services, otherwise to this Contract, or a Party, its products, businesses, operations, or plans, shall not be disclosed to any third party by the other Party. Each Party shall ensure that its directors, officers, employees and agents comply with the obligations herein. Unless otherwise agreed to in writing by the Parties, confidentiality, non-disclosure and non-use obligations herein shall remain in force to the maximum term permitted by applicable law.
i. Buyer and Deublin Company expressly declare that they require this Contract and any related documents to be drawn up in the English language only.
j. The provisions of this Contract constitute the entire and final agreement and understanding between Deublin Company and Buyer with respect to the supply of Equipment and Services under this Contract and all prior communications between the Parties, whether in writing or verbal, are superseded hereby.
k. The Section headings contained in this Contract are solely for the purpose of reference, are not part of the agreement of the Parties and do not affect in any way the meaning or interpretation of this Contract. Whenever the words “include,” “includes” or “including” are used in this Contract, they are deemed to be followed by the words “without limitation.” The term “or” when used in this Contract shall not be exclusive. The definitions contained in this Contract are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument, statute or regulation defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, statute or regulation as from time to time may be amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes or regulations) by succession of comparable successor statutes or regulations. References to a person or an entity are also to its permitted successors and assigns.
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