Harris Companies, Inc.
Standard Terms and Conditions of Sale
This proposal must be accepted on its exact terms. Acceptance by Harris of any order is conditioned on and shall constitute your agreement to these Standard Terms and Conditions of Sale, and Harris Companies, Inc. (“Harris” or “we”) agrees to furnish products and services only upon these terms and conditions. These Standard Terms and Conditions of Sale shall supersede and control any contrary provision in any other document or agreement between the parties, including, without limitation, any proposed terms or conditions set forth in any acceptance, acknowledgment or similar instrument delivered to Harris by the party purchasing goods, products or services (together with your successors, assigns, employees, agents and insurers, “you” or “Customer”). Any contrary terms or conditions in your purchase order, acknowledgement, or any other writing, regardless of how or when received by us, are not acceptable, do not modify these terms and conditions, and are not a part of the contract between us. Any representations made by sales representatives, employees, or agents of Harris inconsistent with these terms and conditions shall not be binding on Harris and Customer shall not rely thereon.
PAYMENT; FINANCING CHARGES
Customer shall promptly pay all invoices for goods or services, but in any event within (30) days of invoice date. All past due balances are subject to a finance charge of 18% per annum or 1-1/2% per month. All invoices over 30 days from invoice date will be considered delinquent, and could cause Harris to stop further production and shipment of your order. All remittances will be applied to the oldest invoices first unless otherwise specified. A service charge of $30.00 will be assessed for all NSF checks. Harris may, unless otherwise agreed, bill Customer each month for projects with a duration longer than one month.
A non-refundable deposit equal to 50% of the total quoted price is due upon acceptance of this proposal, with the balance of the total contract price due prior to shipment or, if Harris is installing, upon completion of installation. This deposit will be applied toward the total contract price. Harris reserves the right to revoke, refuse or cancel any order. Deposits are deemed earned when received, and will be refunded only if this order is cancelled by Harris. Upon request, Customer shall provide a letter of credit, banker’s acceptance, bond or other surety instrument or credit arrangement acceptable to Harris, to secure performance of Customer’s obligations hereunder.
Customer is solely responsible for the layout, design, construction, monitoring and maintenance of its plant, facilities and equipment (including hydraulic and electrical facilities), and the supervision and training of its employees, Customers and visitors. Customer shall establish and require the use of proper and safe operating procedures, and shall not remove, disable or modify any devices or warnings on goods provided by Harris. Customer acknowledges that elevators and related equipment require frequent inspection and maintenance. Except as specifically included in our proposal, Customer shall be responsible for safe and proper engineering and installation of products and equipment, including the adequacy of foundations, support members, electrical facilities, hydraulic facilities, piping and hoses, and all required facilities shall be provided in a timely manner with respect to any installation by Harris. Customer shall erect and maintain, as required by the nature and progress of any installation work performed by Harris, suitable barriers, safeguards and safety devices for the protection of operators, workers, Customer’s and Harris’s employees and visitors, and members of the public, in accordance with prevailing codes and industry standards. Customer is further responsible for assuring the accuracy and maintenance of appropriate signage regarding usage and safety of its installed equipment. Customer shall protect any work being performed by Harris from damage, vandalism, or tampering. Customer shall promptly notify Harris of any unsafe condition relating to Customer’s plant, any work site, or any product or equipment used or to be installed by Harris. Customer is solely responsible for compliance with environmental and other laws in connection with its operations and any installation covered hereby. Customer shall provide Harris with reasonable and adequate storage for tools, materials and equipment in connection with any installation. Customer shall provide reasonable assistance with competent personnel of Customer in connection with any delivery or installation of product. Customer shall, at the request of Harris, designate a project leader as the primary source of communications between the parties. The obligations of Customer shall survive any termination or expiration of any purchase contract and completion of the Work.
ACCURACY OF ORDER
It is the Customer’s responsibility to promptly review any proposal, purchase order, acknowledgement, or other document evidencing your order and notify Harris of any errors.
CHANGE AND CANCELLATION
Any change in your order shall be binding on Harris only if accepted by Harris in writing. Cancellation of your order will result in forfeiture of 50% of the contract price. Changes requested by Customer must be in writing. If the cost of materials, components, fabrication, packaging, or time required for, any changes accepted by Harris are increased as a result of such change, Harris will adjust the order price and/or delivery schedule.
SEE www.harriscompanies.com/warranty/ FOR WARRANTY INFORMATION.
LIMITATION OF LIABILITY
IN NO EVENT SHALL HARRIS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, WHETHER IN CONTRACT (INCLUDING BREACH OF WARRANTY) TORT (INCLUDING STRICT LIABILITY) AND INCLUDING BUT NOT LIMITED TO LOST PROFITS OR OTHER ECONOMIC LOSS.
RECEIVING DAMAGED MATERIALS
It is the Customer’s responsibility to check all shipments for damage (concealed or obvious). If shipment is damaged or incomplete, note it on the shipping ticket. Your signature on the shipping ticket confirms that you did receive all items and in good condition, except as otherwise noted, and absolves Harris of any responsibility therein. Minor scratches are not considered defects; touch up paint is available from us. Damages after delivery are not the responsibility of Harris. Back charges and credits will not be accepted or allowed unless authorized by an authorized representative of Harris, in advance, in writing.
SHIPMENTS DAMAGED BY COMMON CARRIER
It is the Customer’s responsibility to file all freight claims. Harris is responsible only for producing and loading the products in good condition. All risk of loss and damage to products shall pass to Customer upon the earlier of delivery by Harris to (a) any common carrier, or (b) Customer.
ACCEPTANCE OF WORK
All installation work is deemed accepted upon completion, unless Customer shall reasonably object to any work or materials, in writing, within five (5) business days after completion. Harris shall not be bound by the opinion or objection of any third party agent or inspector.
No product, service, work or material may be returned or rejected after acceptance by Customer. Custom work or products may not be returned. Only items which have not been accepted and which are currently stocked by Harris may be returned for credit. Any returns must be made within 30 days from the date of delivery, and only with the prior authorization of Harris. Returns must be properly packaged, shipped freight prepaid and insured. All authorized returns are subject to a 25% restocking fee.
DELIVERY AND UNLOADING
All products shall be shipped F.O.B. as designated in our proposal. A delivery schedule will be sent for confirmation prior to delivery. Harris shall not be responsible for any delays in shipping, regardless of the cause of such delays. Dates for delivery are estimates only, and are subject to delay based on availability of components and materials, and production capacity. Harris and its carriers may require unloading assistance from you. Excessive unloading times shall result in additional deliver charges.
INTERPRETATION; GOVERNING LAW; COURTS; TIME
All transactions shall be interpreted, construed and enforced in accordance with the laws of the State of Illinois, without regard to principles of conflicts of laws. The parties hereto agree that in any dispute between them, exclusive jurisdiction shall be in the trial courts located within Champaign, Douglas or Piatt County, Illinois; any objections as to jurisdiction or venue in such courts being waived. Any claim or action relating in any way to the transactions covered hereby must be brought within 1 year from the date of delivery or installation of any product which gives rise to such claim. The party who substantially prevails In the event of any suit or proceeding concerning enforcement of either party’s rights hereunder shall be entitled to recover its costs and expenses in connection therewith, including reasonable attorney’s fees and costs of investigation.
TAXES / PERMITS
Quoted prices do not include sales, use, excise, and similar taxes and duties. Customer is solely responsible for all federal, state and local taxes and excises imposed on the sale and delivery of goods hereunder, and shall pay or reimburse Harris for the full amount of such taxes, on demand. Customer shall obtain and pay the cost of any required permits.
Customer agrees to hold Harris, its officers, directors, shareholder, agents, employee, and insurers, forever harmless from and against any and all liability for loss, cost, damages, fines, penalties, suits, claims and expenses (including, but not limited to, reasonable attorney’s fees and costs to enforce this indemnity) threatened, incurred or arising out of or by reason of: Customer’s purchase, use, purchase, possession, sale, use, repair, maintenance or installation of any material or product of Harris; any resale or transfer of any goods or products; death, bodily or personal injury to person, or damage to property by whomsoever suffered, claim to have resulted from, or from the use of such goods, products or services; the failure by Customer to comply with applicable laws, rules and regulations relating to safety; or any other breach by Customer of any law, statute, ordinance or administrative order, rule or regulation, including, without limitation, any rules of the Occupational Safety and Health Administration.
In connection with the foregoing, Customer also agrees upon Harris’s request to immediately assume the handling, adjustment and defense of any claim, allegation, suit or action covered by the foregoing and to furnish a surety bond sufficient to protect Harris’s interest in any case where Harris may deem that adequate insurance coverage does not exist. Without waiving any of its rights hereunder, Harris specifically reserves the right to participate in the handling, adjustment and defense of any such claim, allegation, suit or action, which participation shall be at the cost and expense of Customer.
Customer, for itself and its successors, assigns and insurers, irrevocably waives any and all claims or rights Customer now has or may have against Harris on account of Customer’s purchase, use, or ownership of Harris products or services; waives any rights of subrogation against Harris for all claims or losses paid or suffered by Customer or its insurers and covered by any insurance or indemnification provision set forth herein.
Harris maintains certain liability insurance for its own benefit, with such coverages and limits as Harris deems appropriate. Customer is not a named insured under any such coverages and Harris reserves the right to change such coverage at any time without notice.
ASSIGNMENT; BINDING EFFECT
All proposals, terms, and warranties are personal to Customer and Customer may not assign any rights or obligations in connection herewith without the prior written consent of Harris. These terms and conditions shall inure to the benefit of and be binding upon Customer and its heirs, executors, administrators, insurers, personal representatives, successors and permitted assigns, and no other person or entity shall have any right to rely on this Agreement or to claim or derive any benefit therefrom.
Performance by Harris is subject to failure, suspension or delay due to acts of God, war; strike or labor difficulties; acts of terrorism; riot or civil unrest; explosion, accident, flood or sabotage; lack of or inability to obtain adequate fuel, power, or raw materials; breakage or failure of machinery or apparatus; fire, damage or destruction to Customer’s plant or Harris’s plant, equipment or materials; governmental action or inaction beyond the control of Harris; weather (including rain, snow, unanticipated freezing, thawing or cold, and wind, tornado, hurricane, earthquake, storm or similar natural disaster); delays in shipment or customs clearance, embargoes, acts or failures of common carriers or lack of transportation equipment, compliance with any law, regulation or order of any public authority and any other causes or forces beyond Harris’s control. Any such failure or delay shall not subject Harris to any liability and shall not affect the terms of any order.
Customer agrees that all designs, constructions, arrangements, disclosures and devices shown or described in any proposal, purchaser order, or acknowledgement, as well as all drawings, specifications, and documents forming a part thereof by reference or otherwise, are the sole and exclusive property of Harris and are provided to Customer in trust and confidence. The design, components, materials, and fabrication of all products sold by Harris, and all trademarks, tradenames, service marks, copyrights, and other intellectual property and similar rights are the sole property of Harris, and Customer shall have or take no right or interest therein.
SCOPE OF WORK
Except to the extent included in our accepted proposal, Harris undertakes no obligation to unpack or install any product or equipment. Except as specifically provided, work performed by Harris excludes any items described above under “Customer Responsibilities.” Any materials or supplies required for any installation or maintenance services by Harris shall, unless enumerated in any proposal or purchase order, be invoiced to Customer in addition to the stated contract sum. Except as provided in our accepted proposal, costs of travel, meals and lodging of Harris personnel are in addition to any stated contract sum. The work of any installation by Harris shall be deemed complete when the equipment is in place and functional, after appropriate testing, as certified by Harris. Harris shall be entitled to rely on any information or representation of Customer relating to the work performed hereunder, including compliance with local laws, specifications, and Customer’s plant and equipment.
RIGHT OF ACCESS; SUSPENSION OF WORK
For any sale of product involving installation, Harris shall have the right of access to Customer’s premises at all reasonable times during such period of installation. Harris may suspend its performance at any time if Customer is in breach of any of its obligations hereunder.
If any one or more of the provisions of these Standard Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall be unimpaired and will continue in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the stated intention of the parties.
Harris personnel are available to answer questions concerning the use or application of our products. However, all work done by customer or a third party (including installation or modification) are the sole responsibility of customer. Extensive product or installation consulting will be subject to the payment of reasonable consulting fees.