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®
LIMITED WARRANTY.
Subject to certain exclusions and
limitations, Del City warrants that at the time of shipment, all
Products will be free of defects in material and workmanship.
This warranty does not cover ordinary wear and tear, abuse,
misuse, overloading, alteration or Products which have not
been installed, operated or maintained in accordance with their
intended use. The applicable warranty period for all Products
is the 30-day period following date of purchase by Buyer,
except as expressly covered by a separate written agreement
signed by both parties. No warranty will be honored unless an
invoice or other proof of the purchase date is provided to Del
City. Warranty claims received after the applicable warranty
period will not be honored. When a warranty claim arises, Buyer
must contact Del City directly. If the defect comes under the
terms of this limited warranty, Del City will arrange, at its option,
one of the following: (i) the Product will be repaired by Del City
authorized personnel, (ii) Del City will replace the Product, or (iii)
Del City will refund the applicable portion of the purchase price
LIMITATION OF LIABILITES.
The remedy of repair,
replacement or refund is Buyer’s exclusive remedy for breach of
the foregoing limited warranty. THE FOREGOING WARRANTY
IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND
IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL DEL CITY BE RESPONSIBLE FOR INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES. Buyer is solely
responsible for determining the suitability of Products for
Buyer’s use or resale, or for incorporating them into articles or
using them in Buyer’s application. Buyers who are distributors
(i) are authorized to extend the foregoing limited warranty to
its original purchasers in connection with sales of Products,
provided that such Products shall not have been altered by such
distributor, and (ii) shall be full responsible for any warranties
such Buyer makes to its customers, which may be more broad
or more extensive than Del City’s limited warranty. Del City’s
total liability for any and all claims arising out of or in connection
with this Agreement in any 12-month period shall not exceed
the total amount paid by Buyer during the prior 12 months of
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claim.
GOVERNMENT CONTRACTS.
Products are commercial
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If Buyer sells Products to any government, or to a government
prime contractor or subcontractor, Buyer shall be solely and
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statutes and regulations. Del City makes no representations,
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NV]LYUTLU[ HJX\PZP[PVU Z[H[\[LZ HUK YLN\SH[PVUZ PUJS\KPUN
^P[OV\[ SPTP[H[PVU [OVZL [OH[ TH` YLSH[L [V WYPJPUN X\HSP[`
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commercial items.
LEGAL COMPLIANCE.
Buyer agrees to comply with all
applicable U.S. and foreign laws, regulations, orders and
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their export from the U.S., and their import into the country of
destination. Without limiting the generality of the foregoing,
Buyer acknowledges and agrees to comply with (i) all U.S.
export licensing laws and regulations, (ii) all restrictions on
the sale or other transfer of Products to prohibited parties,
countries or end-users, and (iii) all restrictions on the sale or
other transfer of Products for a prohibited end-use. In addition,
Buyer acknowledges and agrees to comply with the U.S.
Foreign Corrupt Practices Act, the UK Bribery Act and all other
applicable antibribery laws and regulations.
DUTY TO DEFEND.
Buyer agrees to defend, hold harmless
and indemnify Del City and reimburse Del City for all claims,
taxes, penalties, interest, costs, assessments and expenses
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Buyer or any act, omission or misrepresentation of Buyer or
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or representatives, which gives rise to any breach of this
Agreement.
FORCE MAJEURE.
Del City shall not be liable in any way
for any delay or cancellation in shipment, manufacture or
performance due to acts of God, war, riot, insurrection, terrorism,
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transportation, shortages of fuel, labor or any other condition
beyond Del City’s control.
EXCLUSIVE AGREEMENT.
This Agreement constitutes
the entire agreement between Buyer and Del City with regard
to Buyer’s purchase of Products, and supersedes all prior oral
and written understandings, communications, or agreements
between the parties. Del City objects to and rejects any
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by Buyer, including expressly rejecting any provisions that
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provisions in a Buyer’s electronic business portal. Del City’s
failure to object to any provisions or terms from Buyer will
not be a waiver or amendment of any of the provisions of this
Agreement. If Buyer’s purchase order or other correspondence
contains terms or conditions in addition or contrary to this
Agreement, Del City’s acceptance of Buyer’s order shall not
be construed as assent to any such additional terms and
conditions and will not constitute a waiver by Del City of any of
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previous agreement or any other purchase documents between
the parties, then this Agreement shall take precedence.
GOVERNING LAW.
This Agreement and any claim, dispute,
or controversy arising from or relating to this Agreement or
Buyer’s purchase of any Products shall be governed by the
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Convention on Contracts for the International Sale of Goods.
Buyer irrevocably consents to personal jurisdiction of the state
and federal courts in and for Waukesha, County, Wisconsin, and
irrevocably waives any claim it may have that any proceedings
brought in such courts have been brought in an inconvenient
forum.
MISCELLANEOUS.
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Agreement, in whole or in part, will be valid or binding unless
it is in writing and executed by authorized representatives of
both parties. If any provision of this Agreement should be found
to be void or unenforceable, such provision will be stricken or
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law, and the remainder of this Agreement will remain in full force
and will not be terminated. No course of dealing between the
parties shall amend, modify or supplement any of the provisions
hereof. No waiver by Del City of a breach of any term of this
Agreement shall be construed as a waiver by Del City of any
other breach of this Agreement. Del City reserves the right to
update this Agreement at any time; however, Buyer’s rights and
obligations shall be as provided in the version of this Agreement
provided to Buyer or made available to Buyer at the time of its
purchase of Products. Buyer shall not assign any order or any
interest herein without the prior written consent of Del City. Any
actual or attempted assignment without Del City’s prior written
consent shall entitle Del City to cancel such order upon notice to
Buyer. Notices to Del City should be in writing sent by tracked
next-day delivery service to: Del City, N85 W12545 Westbrook
Crossing, Menomonee Falls, Wisconsin, 53051. All rights,
remedies and powers of Del City are cumulative and may be
pursued or enforced in any manner or order.
Del City Terms of Sale - Revision Date: 02.20.2014