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Hart Design & Manufacturing, Inc. (HART)
Special Terms
Special treatment means special Terms & Conditions i.e. any handwritten or typed notes on your HART Component Sales Division (CSD) Order supersede all other CSD Terms & Conditions, the information contained herein. We’re sorry if our special terms ever inconvenience you, but exceptions are what allows us to give you the best services and pricing possible!
Prices
All pricing is subject to change without notice except for quotations. Quotation/proposal pricing is valid only for the duration specified on that document.
Payment
Payment must be made prior to delivery for any purchasers who do not have a HART Account (an approved credit application on file and an account in good standing). Online payment options include: PayPal (processes credit/debit cards and more – a PayPal account is not required to pay using this method), Purchase Order (approved HART Account required), and Check (your order will not be processed/shipped until payment is received unless you have an approved HART Account).
Acceptance
No order, sale, agreement for sale, accepted proposal, offer to sell and/or contract of sale, shall be binding upon HART unless accepted by an Officer of HART at its office in the City of Green Bay, Brown County, Wisconsin, on HART’s standard “Order Acknowledgment” form.
Taxes
Any taxes, including but not limited to turnover taxes, duties, fees or other specific assessments which may be levied against the item of sale shall be extra and borne by purchaser. If HART is required to pay any of the above, purchaser shall reimburse HART upon notice, or furnish documents with the order which exempts such payment.
Changes
No change of this agreement shall be binding without the written consent of all parties.
Shipment
Shipment method is selected by the buyer at time of checkout. Time sensitive orders should call the CSD prior to completing their order to verify lead time on items not currently in stock.
Cancellation
Cancellations are handled on a case by case basis – all cancellations may be subject to restocking fees, penalties, and may not be cancellable in the case of specialty ordered items.
Errors
Stenographic and clerical errors are subject to correction.
Delivery
Shipping dates are approximate. HART will use its best efforts to meet the date (provided the purchaser supplies all necessary information in a timely manner), but HART shall not be held responsible for failure to do so. Shipping date is based upon HART standards (unless otherwise specified) and further dependent upon vendors’ and subcontractors’ delivery commitments. Any delays due to Department of Defense priorities, shortages of labor and/or materials, may change the shipment date herein set forth. HART shall be subject to no penalty or liability for failure to meet a shipping date and shall in no event be held responsible for loss of profits, damages incurred by the purchaser, its customers or other consequential damages that may result therefrom.
Damages or Loss in Shipment
HART shall not be responsible for damage or loss in transit and all claims must be made by the purchaser direct to the carrier. Claims for shortages or incorrect items must be made in writing within fifteen (15) days after receipt of the shipment by the purchaser. Failure to give HART written notice within that period shall be unqualified acceptance of the item and a waiver of all claims.
Warranty
HART warrants that the item will be in accordance with normal methods of manufacture and specifications. The item is limited to the warranty and/or guarantee of the manufacturer and expires upon the expiration of such warranty. If the purchaser with the warranty period gives Hart written notice of any alleged defect, HART will, at its option, repair or replace the same free of charge F.O.B. its manufacturing plant, installation extra. Equipment replaced under the warranty shall have the same warranty as new equipment, but does not extend the warranty of the original item. No warranty is made with respect to: (A) Consumable items within the item, such as silicone grease, Teflon or other coatings, Teflon belts, sealing ribbons, cutting knives, etc.; (B) Failures not reported to HART within the warranty period; (C) Failures or damage due to misapplication, lack of proper maintenance, abuse, improper installation or abnormal conditions of temperature, moisture, dirt, or corrosive matter, etc.; (D) Failures due to operation, either intentional or otherwise, above the rated capacities, or in an otherwise improper manner; (E) Any item which has been altered by anyone other than an authorized representative of HART; (F) Any item damaged without fault of HART. HART shall not be liable for any expenses incurred by the purchaser in an attempt to correct any allegedly defective item.
Purchaser’s Product
Purchaser shall hold HART harmless from any action arising by reason of the alleged design and construction of the products handled by the item sold or the method or process carried out thereon.
Purchaser’s Operation
It is understood that HART has no special knowledge of the purchaser’s operation or requirements and purchaser agrees that the item is purchased because of the independent determination by the purchaser of its suitability for intended use.
Liability
For items equipped with safety devices, the use of all safety devices on the item and the operation of the item in accordance with manufacturer’s operating instructions is essential to safe use, and therefore, the purchaser agrees that it will keep in legible condition all warnings or operating instructions affixed to the item or parts of the item, and that it will not remove or render inoperable any guards, interlocks, electrical devices, or other safety devices that are a part of the item, and that it will not add any devices that will render the item unsafe and that it will operate the item in accordance with the manufacturer’s instructions. The purchaser agrees to pay in behalf of HART all sums which HART becomes legally obligated to pay because of bodily injury or property damage caused by or resulting from the use or misuse of the item, including reasonable attorneys’ fees and legal expenses. The purchaser agrees to indemnify and hold HART harmless from all actions, claims or demands by any person, firm or corporation arising out of or in any way connected with the item, its operation, use or misuse, or the design, construction or composition of any product made or handled by the item, including all such actions, claims or demands based in whole or in part on the default or negligence of HART. If the purchaser allows the item to be used by any other party, then the purchaser agrees to indemnify and hold HART harmless from any and all claims, actions or demands whatsoever arising thereafter by reason of the use or misuse of the item.
Limitations
HART shall not be liable for any losses, costs, forfeitures and all other consequential damages (including loss of profits, liabilities of the purchaser to its customers or third persons) whether direct or indirect, and whether or not resulting from or contributed to by the default or negligence of HART, its agents, employees and subcontractors, which might be claimed as the result of the use or failure of the item. THERE IS NO FURTHER WARRANTY EITHER EXPRESS OR IMPLIED IN CONNECTION WITH THE DESIGN, SALE, MERCHANTABILITY OR USE OF THE ITEM AND/OR SERVICES EXCEPT AS TO TITLE; AND HART’S LIABILITY ON ITS WARRANTY SHALL IN NO EVENT EXCEED THE COST OF THE ITEM.
Patent Indemnity
HART agrees that it shall defend any suits that may be instituted by any party against purchaser for all alleged infringement of any U.S. patent relating to the structure of a HART manufactured item as originally furnished, provided purchaser shall have made all payments due and gives to HART immediate written notice of the institution of such suits, and permits HART, through its counsel, to defend the same, and gives all needed information, assistance and authority to enable HART to do so. HART’s obligation to meet the expenses of defending such suit and for payment of any award for infringement is expressly limited to an amount no greater than the purchase price of the HART manufactured item. Subject to the foregoing and in case of final award or damages in such suit, HART at its option, may pay such award or remove said HART manufactured item and refund the purchase price so that HART’s total liability shall not exceed the purchase price of the item. In case the structure of the HART manufactured item in suit is held to infringe any U.S. patent and its use thereof is enjoined, HART may at its option: (A) Obtain for the purchaser the right to continue using the item, or (B) Replace the same with non-infringing equipment, or (C) Modify the item so that it is non-infringing, or (D) Remove the HART manufactured item and refund the purchase price reduced by a factor of use allowance of twenty (20%) percent per year. Because HART cannot know or control the use or nature and character of products produced on the item, HART assumes no responsibility for any damages or expenses which may be incurred in the defense of infringement actions brought by third parties against the purchaser and/or his customers for infringement of patent claims directed to: (1) the package manufactured by the item, (2) the design and construction of the products handled by the item, and (3) the method or process carried out on the item. Purchaser shall indemnify and hold HART harmless with respect to all infringement actions brought by third parties against HART for infringement of patent claims relating to (1) the package manufactured by the item, (2) the design and construction of the products handled by the item and (3) the method or process carried out on the item, including, but not limited to, all infringement actions against HART for patent infringement or as a contributory infringer.
Copying
Purchaser recognizes that the item has been designed and built through expenditure of substantial time and money by HART or other original manufacturer, and purchaser agrees not to make drawings of the item or any portions thereof, or permit others to do so, and will not duplicate or conspire in the duplication of the item.
Damages
HART shall not be liable for any actual or consequential damages resulting to the purchaser by reason of this sale.
Local Law
If national or local laws, regulations, orders, etc., or unusual climate conditions require modification of the item not within the manufacturer’s standard specifications, the purchaser shall specify in detail and pay for such modifications according to HART’s normal pricing policy in addition to the purchase price stated. If such modifications alter the performance or prevent the item from performing according to specifications, HART shall not be liable therefor and shall not be required to meet these specifications to the extent the performance may be adversely affected.
Performance
The item will be deemed acceptable under the Terms and Conditions of this contract if the purchaser has not given written notification to HART to the contrary within sixty (60) days from the date of shipment or in the event the purchaser continues to use the item.
Law
The rights and duties of all persons and the construction and effect of all provisions hereof shall be governed by and construed according to the laws of Wisconsin.
Entire Agreement
This document constitutes the entire agreement between the purchaser and HART for the item and is not an acceptance of purchaser’s purchase order or subject to purchaser’s delivery order, and inures only to the benefit of the purchaser. Should any of the Terms and Conditions of the purchaser’s order be at variance with any of the Terms and Conditions contained herein, it is understood and agreed that HART Terms and Conditions will prevail.
Compliance With Executive Order of President
HART agrees to comply with the provisions of Section 202 of the President’s Executive Order 11246 and any amendments thereto and the Rules and Regulations issued pursuant to Section 201 thereof and, HART warrants that it will comply with such Executive Order and Rules and Regulations to the extent the same are applicable to the manufacture of the item.
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Terms and Conditions of Sale
All sales, agreements for sale, offers to sell, proposals, acknowledgments and contracts of sale, including but not limited to purchase orders, installment sale contracts, leases and subsequent purchases of spare parts or change parts for the item of sale (herein IOS) shall be subject to the following Terms and Conditions; in addition, the terms of installment sale contracts and leases shall prevail when such terms conflict with the terms herein. Whenever the term Hart is used, it is understood and agreed to include the corporate entity of Hart Design & Mfg. Inc., its employees, agents and representatives.
1. Prices: All prices are subject to change without notice except those written proposals which shall expire without notice at Midnight CST thirty (30) calendar days from the date issued except such proposals can be terminated by prior written notice.
2. Payment: Terms of payment are set forth herein. No discount. In the event machinery is the IOS and Hart cannot demonstrate that the machine performs according to specifications herein, Hart shall have the right to adjust the IOS so that the same shall perform to specifications. Purchaser shall, at Hart’s option, have the right to withhold ten (10%) percent of the purchase price without interest until such adjustments are completed. Any delinquent payment shall bear interest at the highest legal rate. If shipment is delayed by the purchaser, or by anyone not a party hereto, payment shall become due on the day Hart is prepared to make shipment. If the work covered by the purchase is delayed by the purchaser, payment shall be made forthwith based on the full purchase price or the percentage of completion to be determined at Hart’s option. If the purchaser defaults in any payment when due, then the full contract price shall become due and payable upon demand, or Hart may, without prejudice to other lawful remedies, defer delivery or cancel the agreement and seek damages. Products held for the purchaser shall be at the risk and expense of the purchaser. If the financial condition of the purchaser at any time does not, in the judgment of Hart justify continuance of the work to be performed, Hart may require full or partial payment in advance, and in the event of bankruptcy or insolvency of the purchaser or in the event any proceeding is brought by or against the purchaser under the bankruptcy or insolvency laws, Hart shall be entitled to cancel any agreement then outstanding, and Hart shall receive reimbursement for its damages.
3. Acceptance: No order, sale, agreement for sale, accepted proposal, offer to sell and/or contract of sale, shall be binding upon Hart unless accepted by an Officer of Hart at its office in the City of Green Bay, Brown County, Wisconsin, on Hart’s standard “Order Acknowledgment” form.
4. Taxes: Any taxes, including but not limited to turnover taxes, duties, fees or other specific assessments which may be levied against the IOS shall be extra and borne by purchaser. If Hart is required to pay any of the above, purchaser shall reimburse Hart upon notice, or furnish documents with the order which exempts such payment.
5. Changes: No change of this agreement shall be binding without the written consent of all parties.
6. Shipment: Shipments are made F.O.B. Hart’s plant of manufacture.
7. Cancellation: Orders acknowledged per paragraph 3 above are not cancelable by purchaser.
8. Errors: Stenographic and clerical errors are subject to correction.
9. Delivery: Shipping dates submitted are approximate. Hart will use its best efforts to meet the approximated shipping date provided the purchaser supplies all necessary information, but Hart shall not be held responsible for failure to do so. Shipping date is based upon construction to normal Hart standards (unless otherwise specified herein) and further dependent upon vendors’ and subcontractors’ delivery commitments. Any delays due to Department of Defense priorities, shortages of labor and/or materials, may change the shipment date herein set forth. Hart shall be subject to no penalty or liability for failure to meet a shipping date and shall in no event be held responsible for loss of profits, damages incurred by the purchaser, its customers or other consequential damages that may result therefrom.
10. Testing Materials: Purchaser shall furnish to point of manufacture at its expense sufficient product, sample packages, packaging materials, complete manufacturing data and other material necessary for full testing of IOS.
11. Damages or Loss in Shipment: Hart shall not be responsible for damage or loss in transit and all claims must be made by the purchaser direct to the carrier. Claims for shortages or incorrect IOS must be made in writing within fifteen (15) days after receipt of the shipment by the purchaser, and failure to give Hart written notice within that period shall be unqualified acceptance of the IOS and a waiver of all claims.
12. Warranty: Hart warrants that the IOS will be constructed in accordance with normal Hart methods of manufacture and attached specifications. The IOS is warranted to be free from defects in material and workmanship for a period of six (6) months from the date of shipment, and Hart agrees to replace, free of charge, any part or parts which fail, through defect in material or workmanship, within such period. Electronic components and printed circuit boards are warranted for ninety (90) days from shipment. All equipment a part of the IOS but not manufactured by Hart is limited in warranty and guarantee to the warranty and/or guarantee of the manufacturer and expires upon the expiration of such warranty. If the purchaser with the warranty period gives Hart written notice of any alleged defect, Hart will, at its option, repair or replace the same free of charge F.O.B. its manufacturing plant, installation extra. Equipment replaced under the warranty shall have the same warranty as new equipment, but does not extend the warranty of the original IOS. No warranty is made with respect to: (A) Consumable items within IOS, such as silicone grease, Teflon or other coatings, Teflon belts, sealing ribbons, cutting knives, etc.; (B) Failures not reported to Hart within the warranty period; (C) Failures or damage due to misapplication, lack of proper maintenance, abuse, improper installation or abnormal conditions of temperature, moisture, dirt, or corrosive matter, etc.; (D) Failures due to operation, either intentional or otherwise, above the rated capacities, or in an otherwise improper manner; (E) Any IOS which has been altered by anyone other than an authorized representative of Hart; (F) Any IOS damaged without fault of Hart. Hart shall not be liable for any expenses incurred by the purchaser in an attempt to correct any allegedly defective IOS.
13. Purchaser’s Product: Purchaser shall hold Hart harmless from any action arising by reason of the alleged design and construction of the products handled by the IOS or the method or process carried out thereon.
14. Purchaser’s Operation: It is understood that Hart has no special knowledge of the purchaser’s operation or requirements and purchaser agrees that the IOS is purchased because of the independent determination by the purchaser of its suitability for intended use.
15. Liability: The use of all guards, interlocks, electrical devices, and other safety devices on the IOS and the operation of the IOS in accordance with Hart operating instructions is essential to the safe use of the machine, and therefore, the purchaser agrees that it will keep in legible condition all warnings or operating instructions affixed to the IOS or parts of the IOS by Hart, and that it will not remove or render inoperable any guards, interlocks, electrical devices, or other safety devices that are a part of the IOS, and that it will not add any devices that will render the machine unsafe and that it will operate the machine in accordance with Hart operating instructions. The purchaser agrees to pay in behalf of Hart all sums which Hart becomes legally obligated to pay because of bodily injury or property damage caused by or resulting from the use or misuse of the IOS, including reasonable attorneys’ fees and legal expenses. The purchaser agrees to indemnify and hold Hart harmless from all actions, claims or demands by any person, firm or corporation arising out of or in any way connected with the IOS, its operation, use or misuse, or the design, construction or composition of any product made or handled by the IOS, including all such actions, claims or demands based in whole or in part on the default or negligence of Hart. If the purchaser allows the IOS to be used by any other party, then the purchaser agrees to indemnify and hold Hart harmless from any and all claims, actions or demands whatsoever arising thereafter by reason of the use or misuse of the IOS.
16. Limitations: Hart shall not be liable for any losses, costs, forfeitures and all other consequential damages (including loss of profits, liabilities of the purchaser to its customers or third persons) whether direct or indirect, and whether or not resulting from or contributed to by the default or negligence of Hart, its agents, employees and subcontractors, which might be claimed as the result of the use or failure of the IOS. THERE IS NO FURTHER WARRANTY EITHER EXPRESS OR IMPLIED IN CONNECTION WITH THE DESIGN, SALE, MERCHANTABILITY OR USE OF THE IOS AND/OR SERVICES EXCEPT AS TO TITLE; AND HART’S LIABILITY ON ITS WARRANTY SHALL IN NO EVENT EXCEED THE COST OF THE IOS.
17. Patent Indemnity: Hart agrees that it shall defend any suits that may be instituted by any party against purchaser for all alleged infringement of any U.S. patent relating to the structure of the IOS as originally furnished, provided purchaser shall have made all payments due and gives to Hart immediate written notice of the institution of such suits, and permits Hart, through its counsel, to defend the same, and gives all needed information, assistance and authority to enable Hart to do so. Hart’s obligation to meet the expenses of defending such suit and for payment of any award for infringement is expressly limited to an amount no greater than the purchase price of the IOS. Subject to the foregoing and in case of final award or damages in such suit, Hart at its option, may pay such award or remove said IOS and refund the purchase price so that Hart’s total liability shall not exceed the purchase price of the IOS. In case the structure of the IOS in suit is held to infringe any U.S. patent and its use thereof is enjoined, Hart may at its option: (A) Obtain for the purchaser the right to continue using the IOS, or (B) Replace the same with non-infringing equipment, or (C) Modify the IOS so that it is non-infringing, or (D) Remove the IOS and refund the purchase price reduced by a factor of use allowance of twenty (20%) percent per year. Because Hart cannot know or control the use or nature and character of products produced on the IOS, Hart assumes no responsibility for any damages or expenses which may be incurred in the defense of infringement actions brought by third parties against the purchaser and/or his customers for infringement of patent claims directed to: (1) the package manufactured by the IOS, (2) the design and construction of the products handled by the IOS, and (3) the method or process carried out on the IOS. Purchaser shall indemnify and hold Hart harmless with respect to all infringement actions brought by third parties against Hart for infringement of patent claims relating to (1) the package manufactured by the IOS, (2) the design and construction of the products handled by the IOS and (3) the method or process carried out on the IOS, including, but not limited to, all infringement actions against Hart for patent infringement or as a contributory infringer.
18. Copying: Purchaser recognizes that the IOS has been designed and built through expenditure of substantial time and money by Hart, and purchaser agrees not to make drawings of the IOS or any portions thereof, or permit others to do so, and will not duplicate or conspire in the duplication of the IOS.
19. Damages: Hart shall not be liable for any actual or consequential damages resulting to the purchaser by reason of this sale.
20. Local Law: If national or local laws, regulations, orders, etc., or unusual climate conditions require modification of the IOS not within the Hart standard specifications, the purchaser shall specify in detail and pay for such modifications according to Hart’s normal pricing policy in addition to the purchase price stated. If such modifications alter the performance or prevent the IOS from performing according to specifications, Hart shall not be liable therefor and shall not be required to meet these specifications to the extent the performance may be adversely affected.
21. Performance: The IOS will be deemed acceptable under the Terms and Conditions of this contract if the purchaser has not given written notification to Hart to the contrary within sixty (60) days from the date of shipment or in the event the purchaser continues to use the IOS.
22. Law: The rights and duties of all persons and the construction and effect of all provisions hereof shall be governed by and construed according to the laws of Wisconsin.
23. Entire Agreement: This document constitutes the entire agreement between the purchaser and Hart for the IOS and is not an acceptance of purchaser’s purchase order or subject to purchaser’s delivery order, and inures only to the benefit of the purchaser. Should any of the Terms and Conditions of the purchaser’s order be at variance with any of the Terms and Conditions contained herein, it is understood and agreed that Hart Terms and Conditions will prevail.
24. Compliance with Executive Order of President: Hart agrees to comply with the provisions of Section 202 of the President’s Executive Order 11246 and any amendments thereto and the Rules and Regulations issued pursuant to Section 201 thereof and, Hart warrants that it will comply with such Executive Order and Rules and Regulations to the extent the same are applicable to the manufacture of the IOS.
Hart Design & Manufacturing, Inc. Terms & Conditions updated June 28, 2018