Terms

Terms and Conditions

  1. COMPLETE TERMS. Sales and quotations by Falls Engineering, a New York Corporation, are governed by these Standard Terms and Conditions of Quotation and Sale (“Terms and Conditions”). This is an offer conditioned on FALLS ENGINEERING’s customers’ (“Buyers”) acceptance of all, and only, these Terms and Conditions. This is the final and complete expression of all Terms and Conditions of the agreement. Any representations, promises, warranties, or statements that are not contained here are void. These Terms and Conditions can be modified, waived, or amended only by a written instrument signed by officers both Buyer and FALLS ENGINEERING.
  2. ORDERS. Orders will be initiated by Buyer issuing a purchase order (“Order”) to FALLS ENGINEERING, or by returning an executed estimate or quote. Orders will identify equipment and/or labor manufactured, assembled, produced or otherwise procured by FALLS ENGINEERING (“Product”), unit quantities, part numbers, descriptions, applicable prices and requested delivery dates. Orders can be submitted via telephone, mail, fax, email, or FALLS ENGINEERING internet website.
  3. QUOTATION OR ESTIMATE OF PRICE. All written quotations or estimates of price (“Quote” or “Estimate”) made by FALLS ENGINEERING will be valid for a period of thirty (30) days without exception from time Quote or Estimate has been generated by FALLS ENGINEERING. FALLS ENGINEERING will make every reasonable effort for timely delivery of Quote or Estimate to customer however FALLS ENGINEERING does not assume responsibility for delays in receipt of quotations to Buyer unless otherwise stated hereunder in these Terms and Conditions. FALLS ENGINEERING under any circumstance will not honor or provide verbal quotations of price.
  4. TERMS OF PAYMENT. Terms of payment shall be as set forth on FALLS ENGINEERING’s documentation acknowledging Buyer’s Order or documentation provided to Buyer upon Buyer’s receipt of Products (“Invoice”). If Buyer fails to pay any sum owed hereunder when due, interest shall accrue to FALLS ENGINEERING’s credit on such sum at the rate of 1½% compounded per month or the highest rate allowed by law, whichever is lower. If FALLS ENGINEERING, in its sole discretion, finds it necessary to employ an attorney to collect any past due sum owed hereunder, it may collect, in addition to any other sum owed hereunder, all applicable attorney’s fees and costs. There is a $25.00 service charge on all returned checks.
  5. CANCELLATION. Buyer may, without charge, cancel an executed Quote or Estimate provided FALLS ENGINEERING has not begun installation or ordered equipment and materials. If FALLS ENGINEERING has begun installation or has ordered equipment and materials the Buyer is responsible for all restocking fees plus other associated charges.
  6. NO DEDUCTION. Buyer shall not be entitled to deduct from the price invoiced to it by FALLS ENGINEERING the amount of any claim asserted by Buyer against FALLS ENGINEERING, unless such claim shall have been allowed, in writing, by FALLS ENGINEERING. The provisions of the preceding sentence are of the essence of this sale.
  7. EXCLUSIVE REMEDIES. If the Products and Services furnished by FALLS ENGINEERING fail to conform to FALLS ENGINEERING’s exclusive LIMITED WARRANTY, FALLS ENGINEERING’s sole and exclusive liability shall be (at FALLS ENGINEERING’s option) to repair, replace or credit Buyer’s for any such Products and Services which are returned by Buyer during the applicable warranty period set forth above, provided that (i) FALLS ENGINEERING is promptly notified in writing upon discovery by Buyer that such Products and Services failed to conform to this contract with a detailed explanation of any alleged deficiencies, and (ii) FALLS ENGINEERING’s examination of such Products and Services shall disclose to FALLS ENGINEERING’s satisfaction that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, abuse, alteration, unauthorized repair or improper testing. If FALLS ENGINEERING elects to repair or replace such non-conforming Products, FALLS ENGINEERING shall have a reasonable time to make such repairs or replace such Products and Services. FALLS ENGINEERING also reserves the right, at its sole discretion, to credit the Buyer’s account of any shipping charges in whole or in part incurred by the Buyer associated with the return of Products and Services. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF FALLS ENGINEERING AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO, AND IN NO EVENT SHALL FALLS ENGINEERING BE LIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
  8. INDEMNIFICATION. Buyer agrees to hold harmless, indemnify, and defend FALLS ENGINEERING and any of its employees, directors, officers, agents, or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits asserted by any person or entity that the warranties, remedies, limitations, disclaimer of warranties and liabilities of FALLS ENGINEERING are other than that as specifically set forth herein or by reason of any warranty, express or implied, or remedy for breach of warranty extended by Buyer, which is more favorable than the warranties and remedies set forth herein.
  9. PRODUCT APPLICATION INDEMNIFICATION. Buyer agrees to indemnify and hold harmless FALLS ENGINEERING and any of its employees, directors, officers, agents or successors from any and all fault, liabilities, costs, expenses, claims, demands or lawsuits, whether arising in tort or contract, against Buyer and/or FALLS ENGINEERING, including Attorney’s fees, expenses and costs, arising out of the application of FALLS ENGINEERING Products and Services to Buyer’s designs and/or Products and Services, or FALLS ENGINEERING’s assistance in the application of FALLS ENGINEERING’s Products and Services.
  10. CONFIDENTIAL INFORMATION. FALLS ENGINEERING and Buyer mutually agree to hold confidential or proprietary information or trade secrets (“Confidential Information”) in trust and confidence without restriction and mutually agree that Confidential Information shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party unless FALLS ENGINEERING or Buyer can document said Confidential Information (a) is in the public domain through no fault of either FALLS ENGINEERING or Buyer, (b) was properly known to receiving party, without restriction, prior to disclosure by disclosing party, (c) was properly disclosed to receiving party by another person or entity or (d) has been subpoenaed or officially requested by a court of law or other duly authorized agent of the court. Confidential Information may be furnished in any tangible or intangible form including, but not limited to, writings, drawings, presentations, computer tapes and other electronic media, samples, demonstrations, video and verbal communications. This provision shall survive the expiration, termination or cancellation of this Agreement.
  11. DELAYS, CONTINGENCIES AND FORCE MAJURE. In the event FALLS ENGINEERING or its suppliers are forced to shut down or curtail production or are unable to ship at the time specified because of fire, flood, windstorm, or other act of God, accident, fire, explosion, labor disturbance, act of any government or any agency or subdivision thereof, judicial action, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, technical failure, shortage of raw materials, labor, machinery, energy, or transportation, including, but not limited to, railcar shortages or any cause whether or not similar to the causes listed above, beyond FALLS ENGINEERING’s reasonable control, FALLS ENGINEERING reserves the right, at its option, to cancel this order (in either case without any liability to FALLS ENGINEERING or Buyer whatsoever). In no event shall FALLS ENGINEERING be obligated to purchase material from others to enable FALLS ENGINEERING to deliver Products and Services to Buyer hereunder.
  12. DEFAULT. Buyer will be in default if (a) Buyer fails to pay to FALLS ENGINEERING any amount when due under this agreement, (b) Buyer fails for a period of five days after receiving written notice from FALLS ENGINEERING to fulfill or perform any provisions of this agreement (other than the prior provision relating to due date of payments), (c) Buyer becomes insolvent or bankrupt, or a petition therefore is filed voluntarily or involuntarily and not dismissed within thirty days from filing, or (d) Buyer makes a general assignment for the benefit of its creditors, or a receiver is appointed, or a substantial part of Buyer’s assets are attached or seized under legal process and not released within thirty days thereafter. Upon Buyer’s default, FALLS ENGINEERING may, at its option, without prejudice to any of its other rights and remedies, and without demand for payments past due, (a) make shipments subject to receipt of cash in advance, (b) terminate this agreement and declare immediately due and payable the obligations of Buyer for Products previously shipped, notwithstanding any other provision in these terms and conditions, (c) demand reclamation of unpaid Product, or (d) suspend any further deliveries until the default is corrected, without releasing Buyer from its obligations under this agreement. In any event, Buyer shall remain liable for all loss and damage sustained by FALLS ENGINEERING because of Buyer’s default.
  13. TAXES. All sales tax, excise taxes, or other forms of taxes levied against this transaction shall be paid by Buyer over and above all other sums Buyer is or may become obligated to pay hereunder. These taxes are in addition to the purchase price of the Products subject to an order. If you are exempt from tax, an original signed tax exemption certificate must be sent to FALLS ENGINEERING. Without a valid signed tax exemption certificate on file at FALLS ENGINEERING, all applicable taxes will be charged to the Buyer.
  14. MUTUALITY. All debts and obligations of Buyer and FALLS ENGINEERING to each other are mutual and subject to setoff. For purposes of this paragraph, “Buyer” and “FALLS ENGINEERING” shall be deemed to include each party’s respective subsidiaries and affiliates which directly or indirectly control or are controlled by that party through 100% equity ownership.
  15. GOVERNING LAW.; VENUE AND JURISDICTION. All issues concerning the formation, performance, or interpretation of any contract regarding this sale shall be governed by the laws of the state of New York, and any dispute between FALLS ENGINEERING and Buyer will be resolved in Madison County, New York, the prevailing party in that dispute entitled to its costs and reasonable attorneys’ fees.
  16. U.S. GOVERNMENT CONTRACTS. If the Products to be furnished under this contract are to be used in the performance of a U.S. Government contract or subcontract, and a U.S. Government contract number shall appear on Buyer’s purchase order, those clauses of the applicable U.S. Government procurement regulations which are required by Federal Statute to be included in U.S. Government subcontracts are incorporated herein by reference.
  17. SEVERABILITY OF TERMS. If any phrase, clause or provision shall be declared void, the validity of any other provisions shall not be affected thereby.