Terms and Conditions of Sale
The Purchaser of any Barry Sales Engineering, Inc. products specifically agrees to the terms and conditions set forth herein. If the Terms and Conditions of Sale set forth herein are different or vary the terms stated in the Purchaser’s Purchase Order, these Terms and Conditions of Sale shall govern and control.
Prior to the date of delivery of any product or products hereunder, the Purchaser shall have the right to make changes in the product(s) ordered provided that Barry Sales Engineering, Inc. receives written notice of the desired changes and accepts the same in writing and provided further that the Purchaser accepts in writing any additional change(s) as determined by Barry Sales Engineering, Inc. in its sole and absolute discretion. Failure of Barry Sales Engineering, Inc. to accept Purchaser’s request to change its purchase order shall not be cause for Purchaser’s cancellation of its order except upon payment of a cancellation charge to be determined by Barry Sales Engineering, Inc. in its sole and absolute discretion.
CANCELLATION BY BARRY SALES ENGINEERING, INC.
Barry Sales Engineering, Inc. shall have the absolute right to cancel any Purchase Order upon breach thereof by the Purchaser, failure by the Purchaser to make any payment required by the Purchase Order or these Terms and Conditions of Sale, or the insolvency or bankruptcy of the Purchaser.
- Barry Sales Engineering, Inc. warrants, except as hereinafter provided, each product sold hereunder which is assembled by it to be free from defects in assembly under normal use and service for a period of one year after shipment thereof of the original purchaser.
- BARRY SALES ENGINEERING, INC. WARRANTY EXTENDS ONLY TO PRODUCTS ASSEMBLED BY IT AND IS, TO THE EXTENT PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- PURCHASER SPECIFICALLY ACKNOWLEDGES THAT BARRY SALES ENGINEERING, INC., ITS EMPLOYEES, AGENTS AND REPRESENTATIVES HAVE NOT MADE ANY VERBAL REPRESENTATIONS REGARDING ANY WARRANTIES THAT ARE NOT SPECIFICALLY STATED HEREIN.
- PRODUCTS OR COMPONENTS THEREOF SUPPLIED BY AN OTHER PARTY TO BARRY SALES ENGINEERING, INC. WHICH ARE NOT ASSEMBLED BY BARRY SALES ENGINEERING, INC. ARE COVERED ONLY BY THE INDIVIDUAL WARRANTY OF SUCH OTHER PARTY AND COPIES OF SUCH WARRANTIES WILL BE FURNISHED UPON REQUEST.
- Barry Sales Engineering, Inc. reserves the right to inspect products claimed defective under warranty either at the Purchaser’s location or at St. Louis, Missouri. A defective product is not to be returned to Barry Sales Engineering, Inc. plant unless authorized in writing by Barry Sales Engineering, Inc. Products so returned shall be returned to Barry Sales Engineering, Inc. plant, freight prepaid. Any product proving defective due to faulty assembly within one year from date of shipment will be replaced or repaired free of charge, F.O.B. Barry Sales Engineering, Inc. Plant, St. Louis, Missouri. Barry Sales Engineering, Inc. assumes no liability for labor charges incidental to the adjustment service, repairing, removal or replacement of the product or other costs, or for the expense of repairs made outside of manufacturer’s factory except when made pursuant to Barry Sales Engineering, Inc. prior written authorization. Barry Sales Engineering, Inc. at its option may ship a replacement or replacements immediately under standard billing and make warranty adjustment after inspection of the defective product by means of credit memorandum.
Barry Sales Engineering, Inc. shall not be liable for damages for delays in performance due to circumstances beyond its reasonable control, including without limiting the generality of the foregoing, any priority system established by an agency of the United States Government, fires, floods, storms, and other acts of God, accidents, strikes, insurrections, war, shortage of materials, lack of transportation and failure of performance of subcontractors and/or suppliers for similar reasons. Failure of Barry Sales Engineering, Inc. to perform for these reasons aforesaid shall not be grounds for Purchaser’s cancellation of its order but the delivery date shall be extended accordingly.
LIMITATION OF LIABILITY
No claim made hereunder by the Purchaser, whether as to goods delivered or for non-delivery, shall be greater than the purchase price of the goods in respect of which such claim is made. Barry Sales Engineering, Inc. shall under no circumstances be liable for consequential damages.
- This Agreement may not be assigned or otherwise transferred by Purchaser without the prior written consent of Barry Sales Engineering, Inc. and any such assignment or transfer without such prior written consent shall be null and void and of no force or effect whatsoever.
- Barry Sales Engineering, Inc.’s failure to insist, in one or more instances, upon the performance of any term or terms of this Agreement shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term or terms and Purchaser’s obligation with respect thereto shall continue in full force and effect.
- Any notice or other communication required or permitted hereunder shall be sufficiently given if sent in writing by registered or certified mail, postage prepaid, to the other party thereto at its respective address first above written. Any such notice, if so mailed, shall be deemed to have been received on the third business day following such mailing. Either party hereto may change its address for notice purposes by written notice to the other party.
- The paragraph headings in the Agreement are used for convenience only. They form no part of this Agreement and are in no way intended to alter or affect them.
- This Agreement may be amended at any time by mutual agreement of the parties hereto by an endorsement or an Amendment to this Agreement signed by each of them.
- The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of any other of its provisions.
- This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.
- We hereby certify that these products were assembled in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act as amended and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
- All reasonable collection costs including a reasonable attorney’s fee will be charged to Purchaser if referred to collection for payment of the product.
- In the event of any litigation between the parties, venue and jurisdiction shall be in the Circuit Court of St. Louis County, Missouri, or the United States District Court for the Eastern District of Missouri
- All Purchase Orders which are accepted by Barry Sales Engineering, Inc. shall be deemed to have been accepted in St. Louis County, Missouri.
- Barry Sales Engineering, Inc. does not discriminate against any customer on the basis of race, color, religion, sex, or national origin.
All applicable Federal, state or local sales, use, or excise taxes are the responsibility of the Purchaser and shall be in addition to the price or prices stated by Barry Sale unless otherwise specifically stated. Barry Sales Engineering, Inc. shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order to which the same applies.
- CASH PAYMENTS: Net 30 days, or as noted on invoice. A service charge at the maximum rate allowed by law will be charged on balances which are over 30 days.
- O.B. Shipping Point unless otherwise stated.