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TERMS AND CONDITIONS OF SALE
OFFER AND ACCEPTANCE: Greenfield Products LLC (“Greenfield”) offers to sell the equipment (the “Equipment”) and any related services indicated to you (“Buyer”) in strict accordance with the Terms and Conditions stated herein. Submittal of a purchase order or execution of this offer by Buyer, or allowing Greenfield to deliver the Equipment or services, shall be deemed an acceptance of this offer, which offer and acceptance shall constitute a legally enforceable contract between Buyer and Greenfield. Any additional or differing Terms and Conditions contained on Buyer’s purchase order (whether or not such terms materially alter this offer) are hereby rejected by Greenfield and shall not become part of the contract between Buyer and Greenfield unless expressly approved in writing by a duly authorized representative of Greenfield.
PRICE: Unless agreed to in writing otherwise, orders will be billed at the price in effect at time of shipment. Unless specifically provided for in the quotation, the prices for the sale and delivery of Equipment do not include any taxes, tariffs, duties, fees or governmental charges, including, but not limited to, value added, gross receipts, excise, sales and use taxes (collectively the “Taxes”), and Buyer agrees to pay any Taxes payable as a result of the sale and delivery of the Equipment. The foregoing shall not apply to taxes based upon Greenfield’s net income. If Greenfield pays any Taxes for which Buyer is responsible hereunder, Buyer agrees to promptly reimburse Greenfield the amount thereof.
TRANSPORTATION CHARGES: All prices are F.O.B. Greenfield’s factory, and shipment will be freight collect unless Greenfield elects to prepay freight and add it to the invoice unless other terms are agreed to in writing. Greenfield reserves the right to select the carrier, routing, shipping point, and method of shipment.
TERMS OF PAYMENT: Payment for any Equipment shipped hereunder shall be due in U.S. Dollars within thirty (30) days of the invoice date unless otherwise agreed to in writing prior to shipment. Further, in addition to Greenfield’s other remedies, delinquent accounts may be closed without notice and orders for Equipment (or any portion thereof) held until payment is received.
DELIVERY: Greenfield is not responsible for delays in shipment. Ship dates are approximate and based on factory conditions or such other relevant factors at the time the order is accepted. Time is not of the essence. Greenfield does not guarantee specific performance or accept responsibility for any liquidated damages, back charges or other losses or penalties that result from delayed delivery, regardless of the cause. Legal title to the Equipment and all risk of loss thereto shall transfer to Buyer upon delivery to the freight carrier at Greenfield’s factory. Buyer shall be responsible for securing insurance against risk of loss or damage for the Equipment upon transfer of risk of loss.
CANCELLATION/SPECIAL ORDERS: Unless agreed to in writing otherwise by Greenfield, any order, once placed and accepted by Greenfield, can be cancelled only with Greenfield’s written consent. In the event that a contract is cancelled by the Purchaser, said Purchaser agrees to pay Greenfield 25% of the purchase price as liquidated damages for expenses incurred by Greenfield in reliance on the order for the product. The cost of any specially manufactured options or additions to the machine will be paid at 100% of the purchase price. Said payment shall be made within 14 days of cancellation of the contract. If no payment is made within the specified date, Greenfield will be entitled to attorneys fees and costs incurred in enforcing this provision.
RETURN POLICY: Authorization must be obtained in writing from Greenfield before returning any Equipment.
CONFIDENTIALITY: The parties shall maintain in confidence, not disclose to any third party and not use, except for the specific purpose of performing hereunder, the terms and conditions of any transactions between the parties, including, but not limited to, price and all information furnished by the other party or derived from the other party in performance of any order. All right, title and interest in and to intellectual property of any kind associated with the Equipment is reserved to, and belongs to, Greenfield. Buyer agrees not to directly or indirectly disassemble, decode, peel components, decompile, modify, append, translate, copy, distribute, publicly display or otherwise reverse engineer or attempt to reverse engineer or derive source code from, or provide to third parties for such purpose, the Equipment or any portion thereof, or permit or encourage any third party to do so.
LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE LIMITATIONS ON DAMAGES IN THIS PARAGRAPH SHALL APPLY UNDER ALL THEORIES OF LIABILITY OR CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, WARRANTY (INCLUDING WARRANTY REMEDIES UNDER THE WARRANTY PARAGRAPH ABOVE), TORT, PRODUCT OR STRICT LIABILITY. IN NO EVENT SHALL GREENFIELD’S LIABILITY FOR ANY DAMAGES EXCEED THE PAYMENTS RECEIVED BY GREENFIELD FROM BUYER FOR THE SPECIFIC EQUIPMENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION.
JURISDICTION/ATTORNEY FEES. In the event of a dispute between the parties, the exclusive jurisdiction for such dispute shall be the appropriate federal and state courts located in the State of Illinois. In any such dispute, the prevailing party shall be entitled to reimbursement of its attorney fees, court costs, expert fees and related costs.
CHOICE OF LAW: This contract for sale of Equipment is formed and shall be construed, performed and enforced under the laws of the State of Illinois, without giving effect to any choice of law rules thereof.
GENERAL PROVISIONS: (a) The covenants, conditions and terms herein contained shall bind, and the benefits and advantages shall inure to, the permitted successors and assigns of the parties hereto. Notwithstanding the foregoing, neither party shall assign, directly or indirectly, its rights or obligations under the contract (which includes the purchase order and these Terms and Conditions) without the other party’s prior written consent. Any assignment in violation of the Terms and Conditions shall be void and have no effect. (b) In the event of any conflict between these Terms and Conditions and a purchase order or any other documentation, these Terms and Conditions shall govern and be controlling on the parties. (c) No waiver by either party of a breach or default hereunder will be deemed a waiver by such party of a subsequent breach or default of a like or similar nature. No course of dealing or performance, usage of trade or failure to enforce any term shall be used to modify the Terms and Conditions. (d) Any odification of these Terms and Conditions must be set forth in a written instrument signed by a duly authorized representative of both parties. (e) If any provision of these Terms and Conditions shall be invalid or unenforceable to any extent, the remainder of the Terms and Conditions and the application of such provision to other circumstances, if applicable, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.