Terms of Service
ProSource Packaging, Inc. and it’s online portal Machine-Solution.com warrants that all products are free of manufacturing defects. A defective product will be returned at the customer’s expense for repair and/or replacement under terms of the factory warranty. This warranty is limited to the terms of the original factory warranty and applies to parts only. Labor charges and shipping charges (inbound and outbound) are the responsibility of the customer. It is incumbent upon the customer to use the product only for the specific use intended by the manufacturer. Use of the product outside the specific use intended by the manufacturer will void the manufacturer’s warranty. Many products require periodic maintenance and failure to observe this periodic maintenance may be cause for termination of the parts warranty. Warranties do not apply to items that are subject to wear and tear such as Teflon tape and seal pads. All paper shredders need oil and must be oiled on a regular basis. It is the responsibility of the customer to use the packaging machine or paper shredder in conformance with the use intended or the factory warranty may be voided.
INSURANCE COUPLED WITH RISK OF LOSS
Identification of the goods sold under this contract shall be no later than the time Seller places the goods in the hands of the carrier for delivery to Buyer. Buyer, at its sole expense, shall secure adequate insurance against loss with respect to the goods sold under this agreement. The parties agree that in the event of calamity or disaster, Buyer’s sole remedy shall be that insurance coverage, without regard to a breach or default and without regard to the adequacy or the recovery of insurance proceeds.
RESERVATION OF SECURITY INTEREST
It is agreed that possession of the goods sold under this contract shall be given to Buyer even though payment is not made at the time of delivery. Seller may ship the goods sold under this contract “under reservation.'' Buyer hereby grants to Seller a security interest in the goods specified herein until all amounts due or payable under this agreement have been paid in full without offset or deduction.
WARRANTY OF TITLE
Seller warrants it has title to the goods and that they are not subject to a security interest, lien, or other encumbrance, except a security interest in favor of Seller for any unpaid balance of the purchase price stated herein.
WARRANY AGAINST INFRINGEMENT
Seller warrants that the goods will be delivered free of the rightful claim of any third person by way of infringement. If Buyer has furnished any specifications, plans, details, samples or ideas to Seller, Buyer agrees to hold Seller harmless against any claims by way of infringement or the like that arise out of compliance with the specifications.
INTEREST ON UNPAID BALANCES
All sums due hereunder are payable in U.S. dollars via cash, cashier’s check, wire transfer or other certified funds to Machine-Solution.com. The purchase price is payable without offset or deduction of any nature. Interest shall accrue on any unpaid balance due under this agreement at that rate of 12% per annum.
DURATION OF PRICE ESTIMATE
Any price quotation by Seller shall be binding only if made in writing and signed by Seller. All such quotation shall be valid only for 60 days from the time it is made by Seller.
Seller’s proposed delivery times are estimates only. Actual delivery and production times may vary and do not constitute a breach by Seller unless the delay is unreasonable. Production and delivery schedules shall be extended if technical or commercial issues remain unresolved, if any payment is not timely received by Seller in full, due to acts of God or forces of nature, or in the event of circumstances beyond the control of Seller. Seller has no duty to commence any engineering, planning, or production until Buyer executes and returns this agreement and any preliminary payment is paid in full.
Seller’s products will be accompanied by installation and/or operating instructions. Unless Seller’s proposal expressly includes Seller’s assistance with installation, wiring, set up, or other technical or engineering issues, those services will be provided only at additional charge to be determined by Seller prior to the time such assistance is rendered.
LIMITATION OF WARRANTY
THERE ARE NO WARRANTIES (EXPRESS OR IMPLIED) THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS CONTRACT EXCEPT AS EXPRESSLY PROVIDED IN THE WRITTEN WARRANTY ISSUED BY SELLER. SELLER EXPRESSELY DISCLAIMS ANY IMPLIED WARRANTIES. IT IS SPECIFICALLY AGREED THAT THE GOODS SOLD UNDER THIS CONTRACT ARE SOLD WITHOUT ANY WARRANTY OF MERCHANTABILITY. BUYER AFFIRMS THAT BUYER HAS NOT RELIED ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS FOR ANY PARTICULAR PURPOSE, AND THIS SALE IS MADE WITHOUT ANY WARRANTY BY SELLER THAT THE GOODS ARE SUITABLE FOR ANY PARTICULAR PURPOSE.
ADJUSTMENT AND ADJUCATION OF DISPUTES
Any dispute concerning the interpretation or enforcement of this Agreement; arising in any way from this agreement; or pertaining in any way to the goods to be sold hereunder; shall be heard, tried and determined in the District Court in and for Harris County, Texas. Buyer and Seller agree this agreement shall be deemed made and to be performed at Seller's place of business in Houston, Texas, USA. This agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Texas. Buyer and Seller shall have all remedies each by the Uniform Commercial Code as adopted in Texas.
COLLECTION COSTS AND ATTORNEYS FEES
In the event Seller commences any action to collect any sums due from Buyer or to enforce any terms of this agreement, Buyer agrees to pay all legal fees, collection costs or other expenses incurred in such actions, whether or not a lawsuit is filed and whether or not such suit is prosecuted to judgment. Buyer also agrees to pay any legal fees, costs or expenses incurred in enforcing any judgment or award against Buyer.
This agreement is not subject to cancellation without Seller’s express written consent. Seller shall be entitled to payment for any work or expenses incurred as a condition to Seller’s consent to any cancellation. Seller’s goods are not subject to return without Seller’s express written advance permission. Any approved returns are subject to a restocking charge to be determined by Seller of no less than 25%. Any freight, transportation, packing, loading, unloading costs related to returns are the responsibility of Buyer.
REJECTION OF ADDITIONAL TERMS OF ACCEPTANCE
Acceptance of this offer is limited to its terms. Acceptances or confirmations that state additional or differing terms from this agreement shall be operative as acceptances; provided, however, that all additional or differing terms shall be deemed material alterations within the meaning of Commercial Code 2207(2)(b) , and notice of objection to them pursuant to Commercial Code Section 2207(2)(c) is hereby given.
This writing is intended by the Parties as a final expression of their agreement concerning the matters contained herein, and is also intended as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the Parties and no usage of the trade shall be relevant to supplement or explain any term used in this contract. Whenever a term defined by the Uniform Commercial Code is used in this contract, the definition contained in the Code shall control. This agreement can be modified only by a writing signed by both Parties.