Terms and Conditons for the Sale and Resale of Used Equipment
1. GENERAL. These terms and conditions shall apply from a part of any sales
contract between Drafto Corporation and the buyer. No addional or conflicting terms or
conditions by any inquiry, purchase order or other document shall alter, ad to or affect these
terms and conditions. No changes in these terms and conditions shall be valid unless approved
in writing by a duly authorized officer of Drafto Corporation.
2. CONFIDENTIALITY AND NON CIRCUMVENTION. Any information given by Drafto Corporation
is propietary and confidential. By obtaining information from Drafto, you hereby agree that
any information obtained is to be used solely for evaluating the suitability of the goods for
your purposes, and that you will not use the information in any way to circumvent Drafto
Corporation, nor for any other purpose.
3. DISCLAIMER OF WARRANTY. The goods sold are secondhand goods and Drafto sells the
goods "AS IS WHERE IS", and "WITH ALL FAULTS", AND MAKES NO WARRANTY OF ANY KIND WHATSOEVER
AND SPECIFCALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
DRAFTO CORP. DISCLAIMS ANY RELIANCE BY BUYER ON DRAFTO'S SKILL OR JUDGMENT TO SELECT OR FURNISH
GOODS FOR ANY PARTICULAR PURPOSE EXPRESSED OR IMPLIED.
4. PROPOSAL AND ACCEPTANCE. All goods offered are subject to prior sale or other
sale or other disposition. Buyer hereby acknowledges that Drafto either has purchased or
will purchase the goods from another party or parties. Accordingly, Drafto shall have the
full and unrestricted right to cancel any offer or acceptance if the goods have been withdrawn
or otherwise disposed of by said party or parties, and buyer shall have no claim against Drafto
except for return of any monies paid by buyer on account of the purchase price.
5. PAYMENT TERMS. Thirty (30) percent of the purchase price due with order, balance
due prior to dismantlement and shipment.
6. TAXES. All prices contained in the attached quotations are exclusive of any
Federal, State, or local sales, use, property or excise tax. If Drafto Corp. is required by
law or regulation to pay any such tax on account of this transaction, Buyer shall reimburse
Drafto for such taxes on demand.
7. DESCRIPTIONS. Care is taken to give reliable description of goods, but these
are not guaranteed and prospective buyers are advised to verify details. Specifications are
approximate only, intended solely as a guide, and are not binding upon Drafto. Drafto reserves
the right to correct any errors.
8. TITLE. Title shall pass to Buyer with the delivery of the described goods, but
shall remain vested in Drafto Corporation until the entire purchase price is paid.
9. MACHINERY USE AND SAFETY. Buyer acknowledges that the goods offered are pre-owned
(USED) goods which are neither designed nor manufactured by Drafto, nor does Drafto know of the
specific application of these goods by Buyer. Therefore, it is the Buyer's responsibility to
provide safety devices and equipment to ensure that the goods conform to all federal, state,
and local government safety standards and all industrial safety standards.
10. INDEMNIFICATION. Buyer agrees to indemnify and hold harmless Drafto
Corporation from any and all losses, claims, damages and liabilities of any kind including
attorney fees which result from the buyer's performance of the contract or subsequent use
of the goods sold. It is the buyers sole responsibility to provide safety devices and to comply
with all federal, state, and local laws including the OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970.
11. TRANSPORTATION, INSURANCE, AND HANDLING CHARGES. Drafto Corp. shall not be
responsible for freight, transportation, insurance, shipping, storage, handling, demurrage
or similar charges.
12. CANCELLATION BY BUYER. Upon cancellation by buyer of all or any part of a
purchase order, liquidated damages will be paid by purchaser as follows. Full cost to Drafto of
all work in progress and any goods used or purchased by Drafto in connection with the purchase
order including but not limited to engineering, dismantling and shipping, plus 20% of such
total cost.
13. DISPUTES/COLLECTION EXPENSES. Buyer shall pay for all collection costs which are
incurred by Drafto Corp. in connection with any contract, including reasonable attorney's fees.
14. NOTICE. All notices shall be by registered or certified mail, return receipt
requested, to the addresses of the parties shown herein.
15. RISK OF LOSS. All risks of loss to goods following the buyer's purchase order
and/or initial payment shall be upon the buyer. Buyer shall insure the goods fully for seller's
benefit until the full price is paid. All claims for loss or damage shall be made by buyer.
16. DELIVERY AND DELAY. Drafto Corp. shall not be liable for failure to deliver,
delays in delivery or any other hindrance of performance occasioned by causes beyond Drafto's
control including, without limitation, strikes, labor shortages, labor stoppages, lockouts,
or other labor trouble, material shortages, fires, riots, floods, embargoes, war or other
outbreaks or hostilities, acts of God, inability to obtain shipping space, machinery breakdown,
delays of carriers or suppliers, governmental acts and regulations and actions by purchaser in
the event of such delays, Drafto shall be entitled to an extension of time commensurate with
the delay.
17. GOVERNING LAW CLAUSE. This writing shall be construed and enforced in accordance
with the substantive law of the Commonwealth of Pennsylvania, without giving effect to the
conflicts of choice of law provisions thereof, and shall have the effect of a sealed instrument.
18. TITLES. Paragraph titles herein are for identification purposes only, and do not
limit or restrict the terms and conditions expressed herein.
19. CUSTOMER PURCHASE ORDERS. Drafto's failure to object to provisions in customer
purchase orders or other communications shall not be deemed a waiver of the terms and conditions
hereof nor acceptance of such provisions.
20. INTEGRATED AGREEMENT. These terms and conditions constitute an integral part of any
Drafto Corporation specification, proposal, quotation and sale and together therewith form the
final agreement between the parties.
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