TERMS, CONDITIONS, AND WARRANTY

 
Prices and Terms
Prices are f.o.b. point of shipment unless otherwise specified. Terms are 50% with order; 50% prior to shipment. All applicable taxes are to be paid by the Purchaser. Any unpaid invoice amounts will be subject to carrying charges of 1-1/2% per month. Purchaser hereby grants to Inline Filling Systems, LLC (IFS) a security interest in any and all equipment sold of which such security interest shall continue until all charges for the equipment are paid in full. Purchaser agrees that IFS may execute and file UCC-1 forms with or without the purchaser’s signature in order to perfect such security interest. In event of failure to make payment, cost of collection including attorney’s fees will be the responsibility of the Purchaser. Quoted prices are valid for 30 days from the date of this quotation.
 
When Purchaser is notified that the machinery is ready for shipment, Purchaser must pay balance due prior to shipment within 10 days of this notification. Purchaser agrees that legal notification shall be via fax or e-mail. Completed machinery not shipped for any reason beyond 10 days of notification will accrue additional storage charges to be determined by IFS as well as carrying charges of the outstanding balance of 1-1/2% per month. These additional storage charges and interest will be added to the balance due and must be paid prior to shipment.
 
Cancellation
Following acceptance, Purchaser may not cancel except upon payment of cancellation and restocking charges to be determined by IFS. Cancellation charges beyond 30 days of receipt of deposit monies may be equal to the purchaser’s deposit.
 
Machinery not shipped within 90 days of notification because of failure of the Purchaser to meet any of their obligations will be considered to be abandoned by the Purchaser. If Purchaser abandons the machinery, Seller has the right to unilaterally cancel the order and all deposits received shall be forfeited by the Purchaser.
 
Shipment and Delivery
Every effort will be made to meet any shipping dates in this proposal but such dates are not guaranteed and are subject to delays due to causes beyond IFS’s control. Forecasted lead times will be modified accordingly based on the date of receipt of down payment as well as the date of receipt of bulk test samples. Where shipment is deferred at the Purchaser’s request beyond the date of completion, the order will be subject to invoicing, payment, and storage charges from the date of completion.
 
Installation & Training
Unless otherwise specifically provided, the Purchaser has full responsibility for the installation and the initial starting up of the equipment and Seller shall not be responsible for any damages to the equipment or any consequential damages by reason thereof. Installation and training by IFS can be provided at additional cost and is strongly recommended for successful installation. Training is provided at no charge at our Venice, Florida test facility. Onsite training is available at the service and installation rates indicated in our Service Rate Sheet. All travel and out of pocket expenses including but not limited to auto, parking, airfare, meals etc. shall be billed at cost only.
 
In the event that training and installation is scheduled or is part of this quotation, it is the Purchaser’s responsibility to uncrate and rig into place all machinery as outlined on the approved plot plan. The purchaser must also provide all air and electrical services to the equipment as outlined in the installation plot plan prior to the arrival of Inline’s technician. It is the purchaser’s responsibility to identify and define physical access to the installation area i.e. door openings, etc. It is the purchaser’s responsibility to provide personnel capable of being trained in machine operation and able to assist with installation if being provided by IFS. Any delays and additional costs caused by the purchaser’s failure to provide the above will be billed in accordance with the rates above.
 
Third Party Equipment
Unless specifically supplied in this quotation, IFS is not responsible for installation, performance, or warranty issues of third party equipment. All additional costs and delays caused by third party equipment is the responsibility of the purchaser. IFS only offers third party equipment from reliable and responsible vendors who have similar terms and performance duties to IFS. Copies of these vendors’ terms and conditions are available for review.
 
Bulk Product Supply
Unless specifically supplied by Inline in this quotation, the purchaser is responsible for product feed and supply system(s) to work in conjunction with all filling equipment. The purchaser is responsible for supplying any filler reservoir with product at a rate greater than or equal to 125% of the filler’s output. Unless specifically supplied in this quotation, the purchaser is responsible for level control of the product reservoir in order to guarantee filling accuracy.
 
Machinery Performance Guarantee
IFS tests and guarantees all equipment to the performance parameters indicated in the quotation Scope of Project. IFS will only guarantee performance for those products, closures and containers that have been specifically tested by our applications engineers. If no specific product performance data is indicated or if the purchaser fails to provide specific performance requirements, the purchaser agrees to waive any guarantee of fitness of the machinery for any particular application. The purchaser must provide Material Safety Data Sheets for any potentially hazardous material submitted for testing. IFS is not responsible for failure to test any potentially hazardous material with no accompanying Material Safety Data Sheet.
 
In order to provide a specific Scope of Project, the purchaser must provide specific product, container, cap, and/or label samples for evaluation by IFS. Inline is not responsible for design misapplication of the equipment due to the failure of the Purchaser to provide adequate samples. In the case of filling machinery purchased for the purpose of filling to a specific level in the container, the purchaser must define the cosmetic fill height of the liquid in each container in terms of distance from the top of the container. Any modifications to the machinery that are required in the field due to the failure to provide correct samples and information above shall be at the expense of the Purchaser.
 
IFS is not responsible for performance failures due to manufacturing variances of the purchaser’s cap and containers. The customer is responsible for using caps and containers that are substantially the same as the production samples tested by IFS as described above.
 
IFS reserves the right to change machine designs, components and specifications at its sole discretion in order to meet the performance objectives of a project.
 
Modifications
The machinery and specifications expressly offered in this proposal comprise the entirety of what is offered for sale. Any subsequent additions or modifications to this proposal by the customer must be expressly noted on the invoice if they are to be included in the proposal. If the modification is not included in the sale documentation or invoice, it is not a part of the project and IFS shall bear no responsibility for its omission in the construction of any machinery.
 
Adequate Production Test Samples
Sufficient quantities of production samples for each product container and/or cap must be supplied by the purchaser so that testing may be accomplished. Quality of the test samples must represent the quality of the bulk supply to be used in actual production. Failure of the customer to provide adequate test samples prior to shipment will void any performance guarantees as outlined above. All closures and containers must have suitable form, fit, and function for the application. i.e. the closures must be suitable for adequate sealing of the containers. IFS will not be responsible for performance problems associated with closures or containers that are not suitable for automatic packaging equipment. Failure to provide adequate test samples prior to scheduled testing may also cause
production delays. Customer is responsible for all additional costs or delivery delays that are a result of the failure to provide timely and adequate test samples. Bulk test samples are due within two weeks of receipt of down payment in order to maintain the production schedule and any promised delivery dates.
 
Safety Requirements
Purchase of optional machine guarding and interlocked enclosures is strongly recommended. If the purchaser declines to purchase these options, the purchaser agrees to indemnify IFS from all liabilities and suits that may arise from the Purchaser’s use of this equipment.
 
Title
IFS retains title to this equipment until full payment is made and the Purchaser agrees to protect IFS’s interest by maintaining full insurance thereon.
 
Approval
This Proposal is not binding upon Seller until approved by an official of IFS.
 
Confidential
Technical data and layouts supplied by IFS in connection herewith are confidential pending Purchaser’s acceptance of this Proposal.
 
Warranty
IFS warrants that all components fabricated by IFS shall be free of defective material and workmanship for a period of five years. IFS additionally warrants that all other components used in the assembly of IFS equipment and that are fabricated by others shall be free of defects for the greater of one year or the original manufacturer’s warranty. Any component parts used in the manufacture of Inline Filling Systems equipment but not fabricated by IFS, and which are found to be defective at the time of shipment, will be repaired,
replaced or modified by IFS provided that a written claim has been received from the Purchaser within one year of shipment and such original part or component is returned within this one year warranty period. This warranty does not apply to normal wear parts.
 
Purchaser is expected to provide reasonable labor for minor warranty replacements; IFS agrees to provide labor for major warranty repair issues only. Travel or shipping related expenses are the responsibility of the purchaser in all cases. Third party equipment and machinery sold by but not manufactured by IFS is the responsibility of the original manufacturer and subject to the original manufacturer’s prevailing warranty, terms and conditions. IFS will make all efforts to recover these third party rights on behalf of the end user.
 
Purchaser expressly agrees that the remedies provided herein are exclusive and that IFS will not under any circumstances be liable for loss of profits or revenue or increased costs of any kind, cost of other OEM replacement parts and other consequential and/or incidental damages or expenses. This warranty extends only to the original end user and is limited to repair or replacement in the manner and during the period provided herein which shall constitute fulfillment of all liabilities of IFS to Purchaser.
 
The above warranties are exclusive and are in lieu of all warranties of merchantability, fitness for purpose or other warranties or guarantees of any kind or description, expressed or implied. There are no warranties which extend beyond the warranties in the preceding paragraph. IFS. will have no responsibility for any failure to meet any warranty caused by the failure of Purchaser or its agents to store, install, operate, inspect or maintain the equipment covered by this contract in accordance with the recommendations of IFS or, in the absence of such recommendations, in accordance with the generally accepted practices. Purchaser expressly agrees that, notwithstanding any other provision of this contract, under no circumstances shall IFS’s total aggregate liability exceed the price of the product on which such liability is based.
 
Acceptance
Customer has 30 DAYS from arrival at the installation site for trial production and evaluation. If within that period the machinery does not operate to our expressed written specifications, in our presence with materials substantially identical to those supplied, you may reject the machinery. If we are unable to make corrections to your satisfaction, the machinery is to be returned to our plant prepaid, in good condition and all payments made excluding freight will be returned promptly.
 

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