Terms and Conditions

1. AS-IS/WHERE IS. 
All machine(s) or equipment sold by Seller to Buyer are sold AS-IS, WHERE IS. However, Seller warrants to Buyer that Seller has good title to the machinery or equipment being sold and the machinery and equipment being sold is free and clear of all liens and encumbrances. Other than the warranty of title, SELLER HEREBY EXCLUDES ANY AND ALL WARRANTIES OF WHATSOEVER NATURE OR KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2. THIRD-PARTY SOFTWARE. 
Third-party software is at times loaded onto the machinery or equipment being sold. Unless otherwise explicitly provided in writing by Seller, Seller does not claim any ownership or rights in such software and does not grant to Buyer any license to use or other rights to such software.

3. EXCLUSION OF CERTAIN DAMAGES/LIMITATION OF LIABILITY. 
Seller shall not be liable, and Buyer waives any claim, for incidental or consequential damages including but not limited to damages for loss of revenue, lost opportunity, replacement cost, cover, claims of customers for service interruptions or failure of supply, and costs and expenses incurred in connection with labor, overhead, transportation, installation or removal of Equipment, or procuring substitute facilities or supply sources. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS AND CONDITIONS OF SALE, UNDER NO CICUMSTANCES WILL SELLER BE LIABLE FOR DAMAGES IN AN AMOUNT GREATER THAN THE PURCHASE PRICE OF THE EQUIPMENT.

4. TAXES. 
Prices are stated in United States Dollars and do not include any federal, state or local taxes, which are in addition to the purchase price and must be paid by the Buyer. Any and all foreign duties and taxes are the responsibility of the Buyer. Unless Buyer furnishes Seller with a tax exemption certificate, any sales, use, excise or other similar taxes, where applicable, shall be added to the quoted purchase price and invoiced by Seller to Buyer.

5. FREIGHT, INSURANCE, AND DELIVERY. 
Shipment terms are F.O.B. Seller’s Loading Dock. Seller will load at its cost and risk the Equipment onto shipper’s vehicle specified by Buyer. Buyer is responsible for all shipping costs and risk of loss during shipment. Contact customerservice@www.fraingroup.com for shipping arrangements.

6. BUYER’S RESPONSIBILITY AND INDEMNITY. 
Buyer shall be solely responsible for ensuring that the Equipment purchased from Seller is installed and operated in a proper and safe manner. Buyer acknowledges that it may have to install or change guards, safeties, warnings labels, and other components to ensure that the Equipment will operate safely and will conform to all laws, regulations, ordinances, codes, insurance requirements and industry standards. Buyer agrees to defend, indemnify and hold harmless Seller from and against all suits, claims, costs and expenses, including reasonable attorneys fees, for personal injury, death or property damage arising from the purchase, ownership or use of the Equipment by the Buyer or Buyer’s agents, employees or independent contractors.

7. ENTIRE AGREEMENT/MODIFICATIONS. 
Buyer acknowledges that these Terms and Conditions of Sale and Seller’s invoice are intended by the parties to be a complete and exclusive agreement, that these Terms and Conditions of Sale and the invoice supersede all prior agreements, proposals and quotes, written or oral. Buyer acknowledges that any descriptions or representations related to the Equipment not contained in the invoice or in the Scope of Work are not valid or enforceable against Seller. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term. ANY VARIATION FROM THE TERMS AND CONDITIONS OF SALE AND SELLER’S INVOICE CONTAINED IN BUYER’S ACCEPTANCE OR PURCHASE ORDER SHALL NOT CONSTITUTE A COUNTER OFFER OR MODIFICATION OR BE VALID OR ENFORCEABLE AGAINST SELLER UNLESS SIGNED BY AN AUTHORIZED AGENT OF THE SELLER. These Terms and Conditions of Sale can be modified only by a writing signed by an authorized agent of the Seller.

8. CHOICE OF LAW, TIME AND PLACE OF BRINGING ACTION. 
These Terms and Conditions of Sale and Seller’s invoice shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws. Any lawsuit by Buyer against Seller arising from or related to these Terms and Conditions or the equipment or machinery sold hereunder may only be commenced within one year from the date that the Buyer makes payment for the machinery or equipment and may only be brought in a state or federal court located in Cook County, Illinois.

9. START-UP AND TRAINING. 
Start-up and training on the Equipment by a Seller technician is recommended. Seller’s service fee and expenses for start-up and training will be based on the latest Seller Standard Rate Sheet. Contact Seller at customerservice@fraingroup.com for more information.