Terms and Conditions of Sale
1. Binding Contract. This document refers to every Crane Payment Innovations Invoice (herein referred to as “CPI”) for the purchase and sale of the goods (herein referred to as the "Goods"). This Invoice will become a binding contract on the terms and subject to the conditions set forth herein when the buyer accepts any shipment of the Goods. This Invoice is not an acceptance or confirmation of any other terms. This invoice is subject to the terms and conditions set forth herein and no others unless there is a signed overriding agreement between the parties. Any additional or different terms or conditions proposed by Buyer are hereby rejected.
2. Complete Agreement. The terms and conditions set forth on the front and back of the CPI Invoice constitute the final agreement of the parties, are a complete and exclusive statement of the terms of that agreement, and supersede any previous or contemporaneous communications, representations, or agreement, whether oral or written, with respect to the Goods. The terms and conditions of this Invoice cannot be changed or amended except by a written agreement signed by CPI.
3. Price Revision. Unless otherwise expressly stated by CPI, prices are subject to revision without notice. Goods will be supplied and invoiced at the prices in effect at time of shipment. If any price revision is not accepted, CPI, without liability and at its option, may either continue to supply Buyer at the contract price and terms then in effect or terminate this contract, either in its entirety or with respect to future shipments of the Goods affected as of the effective date of the price revision or any later date by so notifying Buyer in writing.
4. Credit. Whenever CPI in its sole judgement has any doubt as to Buyer's credit-worthiness or financial responsibility, CPI may require payment in cash in advance of shipment.
5. Separate Contracts. Each shipment to Buyer shall constitute a separate and independent contract and shall be separately invoiced and paid for when due, without regard to subsequent deliveries. CPI shall have the right at all times, among other remedies, either to terminate the contract or to suspend further deliveries upon failure of the Buyer to pay for any one shipment when it becomes due or when the Buyer is in default of any other sales agreement between Buyer and CPI. Delay or default in any delivery or shipment shall not relieve Buyer obligation to accept remaining deliveries. Upon such termination or suspension by CPI, all Buyer's obligations to CPI shall be due and payable immediately.
6. Shipping and Delays. Delivery terms specified in sales contract. Unless otherwise specified by Buyer, means of shipment shall be at sole discretion of CPI. Any quoted delivery date is only an estimate. Buyer's sole remedy for any delay from the estimated delivery date shall be to cancel the order; provided however, that Buyer shall be obligated to pay for all Goods completed and in process prior to CPI receipt of notice of cancellation.
7. Inspection. Buyer shall examine each shipment upon its arrival at Buyer's facilities and shall promptly notify CPI in writing of any shortage, loss or damage apparent under reasonable examination. Failure by Buyer to forward such notification to CPI within 5 days after arrival shall constitute an absolute and unconditional, waiver of all claims for any such shortage, loss or damage.
8. Limited Warranty and Disclaimer. CPI warrants only that at the time of delivery and for a period of (12) calendar months after delivery or the period stated in this invoice, if different, the Goods shall be free of defects in workmanship and materials, PROVIDED that this warranty shall not apply:
(i) to damage caused by Buyer's or any third party's act, default or misuse of the Goods or by failure to follow any instructions supplied with the Goods. This includes misuse of the product through vandalism, fraud or any other kind of malicious interference.
(ii) where the Goods have been used in connection with or incorporated into equipment or materials the specification of which has not been approved in writing by CPI.
(iii) to Goods which are altered, modified or repaired in any place other than a CPI Factory or by persons not expressly authorized or approved in writing by CPI.
(vi) to protect modifications required because of Coin or Currency changes mandated by any governmental body.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES
WITH RESPECT TO GOODS DELIVERED UNDER THIS CONTRACT, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The foregoing warranty runs only to Buyer. There are no oral or written promises, representations or warranties collateral to or affecting this contract. Representatives of CPI may have made oral statements about the products described in this contract. Such statements do not constitute warranties, shall not be relied on by Buyer and are not part of this contract.
9. Assumption of Risk. Buyer assumes all risk and liability whatsoever for any and all injuries (including death), losses or damages to persons or property or otherwise resulting from the possession, handling, storage, transportation, use or other disposition of Goods sold, whether used alone or in connection with other goods or equipment.
10. Limitation of Remedies. If the Goods do not conform to the warranty set forth herein. CPI sole liability and obligation shall be to replace the specific non-conforming Goods or refund the purchase price actually paid for such non-conforming Goods, as CPI may elect. CPI Liability under this warranty or otherwise with respect to the Goods, or their use (including liability for negligence or otherwise) is, limited solely and exclusively to the remedies provided above and no other right or remedy will be available to Buyer or to any other person. CPI will in no event be liable to any person for any special incidental or consequential damage to person or property except to the extent mandated by applicable state law.
11. Limitation of Claims. Notwithstanding any custom of trade or course of dealing between CPI and the Buyer failure of Buyer to give notice of any claim for breach of warranty within (5) days after the expiration of the applicable warranty period (which five day period the parties agree is a reasonable time) shall constitute an unqualified waiver by Buyer of all claims with respect thereto, including the right to receive a refund of the purchase price or replacement of the Goods. Goods returned for failure to conform to the applicable warranty will not be accepted for credit unless the Goods are returned in accordance with CPI instructions accompanied by an explanation of the nature of the failure that is satisfactory to CPI.
12. Technical Information and Property Right. Any know-how, information design or drawings supplied by CPI relating to the Goods or to the business of CPI or incorporated in the Goods are strictly confidential and the buyer shall not copy use or disclose any such know-how, information, designs or drawings without the prior written consent of CPI. All trademarks, trade names, patent rights, copyrights and other similar proprietary in respect of the Goods shall remain the property of CPI and Buyer shall acquire no interest in any such rights.
13. Export Sales. Buyer shall be liable for all charges, levies, taxes and other costs in respect of the delivery of the Goods outside United States, including without limitation, all customs, exportation and importation duties chargeable in respect of the Goods.
14. Non-Delivery. CPI shall be relieved from furnishing the Goods if delayed or prevented by any circumstances beyond the control of CPI including, but not limited to, fire, explosion, accident breakdown of machinery or equipment, acts of God, strikes or other labor disputes, riots or other labor disputes, riots or other civil disturbances, delays or defaults of vendors, acts of government (including voluntary or involuntary compliance with any law, order, regulation, recommendation or request of any government authority), or any other similar cause beyond its control; provided, however, that if manufacture is suspended or terminated for any of the foregoing reasons Buyer shall take delivery of
and make payment for all such Goods completed and in process at the date of suspension or termination of manufacture. CPI shall have no obligation to buy in the open market any article to be used in CPI manufacture when the supplier thereof has defaulted in delivery. CPI reserves the right at any time to allocate or apportion its available products among its customers (whether contract or non-contract) and its own internal uses in such manner as it deems fair and equitable and any Goods not delivered as a consequence thereof shall be deducted from the contract quantity.
15. Actions. Each party shall be deemed to have waived all rights to bring an action for breach of this contract unless such action is brought within (1) year after cause of action has accrued.
16. Failure of Object; Waiver. Failure of CPI to object to any terms which now or in the future appear in any form or other communication of Buyer shall not be construed as a waiver of the provisions set forth herein nor an acceptance of any such term. No course of prior dealings between the parties and no custom of trade shall be relevant to supplement, explain or vary any of the terms set forth herein. Waiver by either party or any breach of any of the terms, conditions or provisions set forth herein, or any failure to enforce same, at any time, shall not in any way affect, limit or waive such party's right to thereafter enforce and compel strict compliance to that or any other term, condition or provision hereof.
17. Software Enhancements. CPI reserves the right to charge for future software enhancements. Software enhancements could include, but are not limited to, major additions to product features, functionality or updates for new currency designs.
18. Assignment. Buyer may not assign its rights or delegate its performance hereunder, in whole or in part, without the prior written consent of CPI and at CPI election; any attempted assignment or delegation without such consent shall be null and void.
19. Survival. The provisions of paragraphs 8 through 12 shall survive any cancellation or termination of this contract and any performance hereunder.
20. Governing Law. The validity, interpretation and performance of this contract shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania.
21. Headings. The headings of the various paragraphs are inserted only as a matter of convenience and for reference and in no way are intended to define, limit or describe the scope or intent of the particular paragraph to which they refer.