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Terms and Conditions of Sales
- Applicable Law – Definitions – The definitions of terms used, interpretation of this Agreement and rights of parties hereto shall be construed under the laws of the state of Oklahoma, U.S.A. "Vendor" when used herein means Fast Fusion, LLC, "Purchaser" when used herein means the person, firm or corporation to whom this document is addressed, and "goods" means the equipment, parts, materials, or services described on the front side hereof.
- Acceptance – If this document is an order acknowledgement and constitutes an acceptance of an offer, such acceptance is expressly made subject to Purchaser’s assent solely to the terms of the acknowledgment, and acceptance of any part of the goods delivered by Vendor shall be deemed to constitute such assent by Purchaser. If this document is a quotation and constitutes an offer, Purchaser’s acceptance of this offer is hereby limited to the terms hereof and acceptance of any part of the goods covered hereunder shall be deemed to constitute such acceptance solely to the terms hereof. NO waiver, alteration or modification of, or additions to the terms and conditions contained herein shall be binding upon Vendor unless expressly agreed to in writing by a duly authorized representative or Vendor.
- Price - Unless otherwise specified, the price of goods ordered will be the those prices in effect on the date of quotation or in the case of services, the price in effect at the time the services are performed. Vendor’s prices do not include sales, use, or similar taxes. Such taxes shall be billed separately to Purchaser, unless Purchaser provides Vendor with a valid tax exemption certificate acceptable to taxing authorities.
- Delivery – Terms of Delivery will be F.O.B Vendor’s Manufacturer, unless otherwise specified. Delivery completion dates, if shown, are approximate from the date of receipt of a firm order according to the terms herein contained including full information received at the Vendor’s office. In case of delay by Purchaser in furnishing complete information, delivery / completion dates may be extended for a reasonable time depending on factory and manpower conditions. It is expressly agreed that time is not of the essence. Vendor shall not be responsible for reasonable or excusable delays, nor shall Purchaser refuse to accept delivery because of such delays. "Excusable delays" include, without limitation, delays resulting from accidents, acts of God, strikes or other labor difficulties, government controls, or other forms of intervention, inability to obtain labor, materials, utilities or services, or other causes beyond Vendor’s control. Availability of goods is subject to prior sale. When delays in performing service work are caused by Purchaser, Vendor shall be reimbursed for the time and expenses caused by such delay.
- Warranty -
- Fast Fusion warrants that all fusion machines and components thereof, and all other products, manufactured, sold and/or repaired by Fast Fusion will meet the Vendor’s specifications and will be free from defects in materials and workmanship. Fast Fusion’s obligation under this warranty shall be limited to repairing or replacing any components, parts or products found by Vendor to be defective within 3 years after shipment, with the exception of purchased items (such as electronic devices, pumps, switches, etc.), as to which the manufacturer’s warranty shall apply. This warranty does not apply to any product or component part which has been repaired or altered by anyone other than FAST FUSION, or that has become damaged due to misuse or negligence, or that has not been operated or maintained according to FAST FUSION’S printed instructions and warnings. This warranty is expressly in lieu of all other warranties, expressed or implied. The remedies of the Purchaser hereunder are the exclusive and sole remedies available, and Purchaser shall not be entitled to receive any incidental or consequential damages. Purchaser waives the benefit of any rule that the disclaimer of warranty shall be construed against FAST FUSION and agrees that such disclaimers herein shall be construed liberally in favor of FAST FUSION.
- All orders are subject to accidents and other causes beyond Vendor’s control, and Vendor shall not be liable for any direct or indirect damage or loss due to any damage caused by delay in delivery, irrespective of the cause of delay. Purchaser shall pay freight charges in connection with the return or replacement of the defective equipment, parts or materials. Parts, equipment, or materials made by other manufacturers are warranted only to the extent of the original manufacturer’s warranty to Vendor.
- All services provided by Vendor hereunder shall be promptly inspected and accepted upon completion thereof, and prior to Vendor’s leaving Purchaser’s premises. At such time, Purchaser must assert in writing any claims whatsoever in connection with the services performed by Vendor, other than those provided for under this section 5C, or such claims shall be waived. Vendor warrants to Purchaser that the services supplied hereunder will be performed in a competent, diligent manner and in accordance with generally accepted standards for such services. This warranty does not extend or modify Vendor’s separate warranty on goods specified in Section 5A.
- Indemnity & Insurance – Applicable to Service Work Only
- Vendor agrees to indemnify purchaser and hold purchaser harmless against any claims, demands or causes of action for property damage or personal injury (including death) caused by the negligent act or omission of any employee, agent or subcontractor of Vendor, and not contributed to by the negligence of Purchaser, its agents or employees. Vendor shall not be responsible for the acts and workmanship of employees, agents, contractors, or subcontractors of Purchaser, nor the failure or malfunction of any tools, materials, equipment, supplies, facilities or devices not supplied by Vendor.
- Vendor shall provide the following insurance coverage.
- Workers Compensation – statutory limits for the State or states in which the work is to be performed;
- General Liability –
- Premises and Operations - $1,000,000 per occurrence, combined single limit (bodily injury and property damage);
- Contractual Liability - $1,000,000 per occurrence, combined single limit (bodily injury and property damage);
- Products and Completed Operations - $1,000,000 per occurrence, combined single limit (bodily injury and property damage); and,
- Automobile Liability (including owned, hired, and non-owned vehicles) - $1,000,000 each accident, combined single limit (bodily injury and property damage)
- Responsibilities – Service Work –
- Should this Agreement provide for the overhaul of Purchasers equipment by Vendor, Vendor shall provide the labor, supervision, materials, and supplies necessary to perform the work. Purchaser shall furnish all necessary cranes, utilities, and such tools and equipment as may not be provided by Vendor.
- Vendor shall have the right to subcontract any of the work to one or more subcontractors. Purchaser shall not assign this Agreement to a third party without prior written consent of Vendor.
- Time sheets showing hours worked and expenses incurred shall be presented to Purchaser insofar as practical; however, approval of Vendor’s time sheets shall not be required for invoicing.
- Vendor shall comply with federal, state, and local laws, ordinances, rules, and regulations applicable to any part of the work.
- Damages – IN NO EVENT SHALL VENDOR BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR LOSS OF ANY EQUIPMENT, INSTALLATION, SYSTEM, OPERATION OR SERVICE INTO WHICH THE EQUIPMENT, PARTS OR MATERIALS MAY BE PUT, OR THE SERVICES PERFORMED. THIS LIMITATION ON VENDOR’S LIABILITY SHALL APPLY TO ANY LIABILITY FOR DEFAULT UNDER OR IN CONNECTION WITH THE GOODS AND SERVICES DELIVERED HEREUNDER. WHETHER BASED ON WARRANTY, FAILURE OF OR DELAY IN DELIVERY OR OTEHRWISE. Any action for breach of contract hereunder must be commenced within one year after the cause of action has accrued.
- Payment Terms –
- At the time the Sales Order is placed by Purchaser with Vendor, 50% of the total invoice amount is due to the Vendor. The remaining 50% of the total invoice amount is due upon the date the goods are ready for shipment and notification has been made from the Vendor to the Purchaser.
- Any payment of an invoice received 30 days after the date payment is due shall bear interest thereon at the rate of one and one half percent (1-1/2 %) per month until paid.
- Controlling terms – In the event of conflict between these terms and conditions and those of any purchase order issued by Purchaser, these terms and conditions shall govern.
- Miscellaneous – Vendor’s equipment, parts or materials are highly engineered and constantly subject to engineering refinement and improvement. Of necessity, therefor, Vendor reserves the right to change the affected part numbers and prices at any time without notice to Purchaser.
- Cancellation and Returns – Any order made hereunder may not be cancelled in whole or in part without Vendor’s written consent, and payment of reasonable cancellation charges. Any equipment, parts, or materials returned to Vendor will be subject to a restocking charge not to exceed 100 percent (100%) of the invoice price. Credits for returned equipment, parts or materials will not be issued until such equipment, parts or materials have been received at Vendor’s specified location, inspected and deemed resalable as in their original manufactured condition.
- Patent – Vendor’s goods are protected under current patent laws and/or pending patents. Purchaser will not manufacture, copy or duplicate Vendor’s goods.
- Language – Unless agreed upon otherwise in writing, all communications, documents, equipment labels, and execution of services shall be in the English language.
- Purchaser acknowledges that fusion machines purchased from Vendor are not licensed for use in the Counties of Campbell, Johnson and Sheridan, Wyoming (the "Restricted Counties") prior to June 10, 2008. As a result, Purchaser covenants and agrees that no fusion machine purchased by Purchaser from Vendor may be sold, leased, used and/or operated in the Restricted Counties prior to June 10, 2008. Purchaser further covenants and agrees to defend, indemnify and hold harmless Vendor and its affiliates, successors, managers, members, officers, employees, distributors, agents and/or assigns from and against any and all claims, suits, demands, losses, liabilities, costs, damages and expenses, including reasonable attorneys’ fees, experts’ fees and court costs, suffered or incurred by any such party arising from or relating to a breach by Purchaser of the provisions of this section 15, or otherwise arising out of or related to the sale, lease, use and/or operation of a fusion machine purchased by Purchaser from Vendor.
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MFT20
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MFT20
Work Platform
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MFT20
Quarter Rear
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MFT20
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MFT20
Fusion Inside
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