Terms and Conditions

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Please contact EURO Machinery Specialists, Inc. directly at 262.252.4280 for an electronic or hard copy of our current terms and conditions.

GENERAL SALES CONDITIONS - MACHINE SALES AND REFURBISHMENT

1. GENERAL: As used herein, the terms "we", "us", and "our" refer to both EURO Machinery Specialists, Inc. and its Partners. All terms in the final Proposal are incorporated herein and into the Purchase Order unless otherwise specifically stated in writing.  

2. PRICES: All quoted prices are US Dollars F.O.B. Menomonee Falls, WI unless expressly stated otherwise in the Purchase Order.  

3. TERMS OF PAYMENT: Payment is due in accordance with any applicable progress, advance or other agreed upon payment schedule in the Purchase Order, but in no event later than 30 days from the date of each invoice.  

4. DELIVERY: The delivery schedule is our current and best estimate at the time of Purchase Order.  We agree to use all reasonable efforts to comply with the delivery schedule. The schedule is based on the assumption that any down payment, approval drawings, special documentation, or special components, if applicable, are received in accordance with the schedule specified by EURO Machinery Specialists, Inc. Buyer’s acceptance of our products from the carrier shall constitute a waiver of any claim for delay.  

5. FORCE MAJEURE: Euro Machinery shall not be liable for any delay in performance of our obligations  that is due to causes beyond our control, such as, but not limited to: capture of goods or  transporting vessels, perils at sea, road accidents, delays in obtaining required licenses,  government regulations or embargo, interference of civil or military authority, fire, flood,  accidents, acts of God, pandemic, strikes, lockouts, or other labor disturbance, either actual or  potential, war, insurrection, civil disorder or other commotion, or any other circumstances not  directly within Euro Machinery’s control.  

6. OFFER VALIDITY: The quotation in any Proposal is valid for only 60 days from its written date or as stated.

7. ACCEPTANCE OF ORDERS: Buyer agrees that Proposals and Purchase Orders include and are subject to these Terms and Conditions, notwithstanding any different or additional terms that may be embodied in the Buyer’s Purchase Order. All orders are subject to acceptance by us in writing.  Our acceptance of a Purchase Order expressly is made conditional on Buyer’s acceptance of these Terms and Conditions. A Purchase Order supersedes any prior oral or written representations, correspondence, proposal, quotation, or agreement of any kind. This writing constitutes the final and total expression of such agreement between the parties and is a complete and exclusive statement of the terms of the Purchase Order.  

8. SERVICE: During the warranty period, we will service the equipment from our facility in Menomonee Falls, Wisconsin through our service engineers (assuming service is not required on site due to machinery constraints). If an on-site service call is required, the Buyer agrees to make the equipment available within a reasonable timeframe and to provide, at no cost to EURO Machinery Specialists, Inc., operators, programmers, maintenance personnel, tools and other assistance, as needed.  

9. NON-COMPETITION: Our Service and Support organization is considered a part of the company "know-how", and an asset of EURO Machinery Specialists, Inc. and our Partners. The Buyer agrees not to hire employees from EURO Machinery Specialists, Inc. for a period of 48 months starting from completion of the acceptance of the most recent project or service supplied by EURO Machinery Specialists, Inc. to the Buyer.  

10. WARRANTY: Unless specifically stated otherwise in our Proposal, the duration of the warranty shall be twelve (12) months, beginning at the completion of Final Acceptance of the equipment at the Buyer’s facility, provided that during such period the equipment remains in Buyer's possession.  Page 2 of 4 a. Any product or part thereof (except software covered by subparagraph (b) of this paragraph) which, under normal operating conditions in the facility of the Buyer, proves to be defective in material or workmanship, as determined solely by our inspection during the warranty period, will be replaced or repaired free of charge. This warranty is contingent on the following conditions: that we promptly receive notice of the defect; that the Buyer establish that the product has been properly installed, maintained and operated within the limits of related and normal usage as specified by us; and that, when requested by us, the Buyer will return to us (at our expense) the defective product or part thereof.  b. Any computer program, parts program, or programming manual (hereinafter called software materials) which, under normal operating conditions in the facility of the Buyer, proves defective, as determined by our inspection, during the warranty period, will be corrected by us. This warranty is contingent on the following conditions: that we receive  from the Buyer prompt notice of the defect, including a reasonably detailed description  of the problem or difficulty which has been experienced; that the Buyer establish that  the correction does not involve new software materials to serve a function not intended  to be served by the original software material; and that no change or addition has been  made in or to our software materials which had not been first approved by us in writing.  c. The conditions of actual production in each end user’s facility vary considerably.  Therefore, descriptions of the production or performance capabilities of any product or software materials are estimates only and are not warranted. (e) Any service or parts provided by us outside the scope of the warranty will be charged to the Buyer at our applicable time and material rate and terms and conditions in effect at the time such service or parts are provided.  

11. EXCLUSIONS AND LIMITATION OF WARRANTY: The following warranty exclusions and limitations apply:  a. The warranty is made to the original Buyer and not to any other person or entity.  b. The terms of this warranty do not in any way extend to any product or part thereof or software materials which have a life, under normal usage, inherently shorter than 12 months or to equipment, tooling or machinery which were not manufactured or, in the case of software materials, not prepared by us or our affiliates. In such a case, we use our best efforts to pass on to the Buyer the manufacturer's warranty.  c. Equipment or parts which have been subject to abuse, misuse, accident, neglect, or unauthorized repair or installation are not covered under the warranty. Seller does not warrant that the operation of the software shall be uninterrupted or error-free.  d. The decision to repair or replace a defective part is at the sole discretion of EURO Machinery Specialists, Inc.  e. Under no circumstances shall we or any of our affiliates have any liability whatsoever for incidental, special, consequential or punitive damages such as, but not limited to, loss of profit or revenue; loss of use of the product, part thereof, or software materials; cost of capital; cost of replacement equipment; or claims resulting from contracts between the Buyer, its customers and/or its suppliers.  f. Unless expressly provided for herein, in no event shall we or any affiliate of ours assume responsibility or liability for (i) penalties, penalty clauses or liquidated damages clauses of any description (ii) certifications or (iii) indemnification of the Buyer or others for costs, damages or expenses arising out of or related to the product or part thereof.  Page 3 of 4 g. EURO Machinery Specialists, Inc. will not provide coverage for any inherent machine defects, or hidden damage, or short comings of the design from the original equipment manufacturer. Hidden problems not seen or discussed during the quoting phase of the project can be addressed by separate quotation (change order) at time of evaluation.  Machine or geometrical problems related to the existing machine foundation (or lack thereof), shop heating and ventilation directed towards the machine, improper grounding of electrical system, including fluctuation of voltage greater than 10% or power spikes are also not covered.  h. THE WARRANTY AS DESCRIBED IN PARAGRAPHS 10 AND 11 IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  

12. DELIVERY POINT: F.O.B. Menomonee Falls, WI. Unless otherwise noted in the Purchase Order.  

13. ACCEPTANCE OF THE EQUIPMENT: The acceptance test of the machine is intended to demonstrate machine functions according to the scope of work provided within our proposal. Any other specific test or tests and their relevant costs should be discussed and agreed upon prior to the time of the purchase order and will be listed in the final offer. Final Acceptance of the equipment by the Buyer will be based upon successful completion of the tests outlined in our Proposal or the Purchase Order, as applicable. The inclusion of any other tests for Final Acceptance must be by written agreement of both parties. Only after the Buyer has signed the Final Acceptance document may Buyer use the equipment in production.  

14. EURO Machinery Specialists, Inc. will provide proposal(s) for any geometrical discrepancy to the machine, which may hinder the new electrical components from completing the task. Such as mechanical wear, excessive backlash, geometrical binding, worn slideways, lack of proper lubrication or lack of oil pockets to distribute proper lubrication to critical areas.  

15. EURO Machinery Specialists, Inc. will supply all necessary documentation related to the scope of supply of the quoted project. We will not re-write the original machine manuals unless instructed to do so, at extra cost to the project. Upon request from Buyer, a proposal will be offered. Documentation to consist of qty 1 hardcopy and electronic copy.  

16. Buyer will remove obsolete items from the machine and arrange for its disposal at Buyer’s cost.  Hazardous waste such as oils, coolants, and possible contaminated soils and construction debris must be arranged by customer or by EURO at additional cost to the project.  

17. The information and material contained in a proposal is proprietary and is submitted in confidence with the condition that it will not be copied or otherwise reproduced and will not be used or disclosed to anyone outside Buyer's company except as authorized in writing by Euro Machinery.  

18. EURO is not changing or contracting to change the safety features of the machine. EURO is providing all electrical components that meet UL “Underwriter Laboratories” criteria for safety tested components. EURO will not change the manufacturer’s intent for a safety guard, enclosure or enclosure safety interlock. Any missing interlocks shown on the drawings and not on the machine will be brought to customer’s attention along with a proposal to re-install.  

19. EURO does not include a machine cleaning fee in our proposal. If required, we can make arrangements for a cleaning company to prepare the site for working requirements at Buyer’s cost.  

20. TERMS OF PAYMENT: as agreed per the Purchase Order.  

21. Property damage and or bodily injury is limited to the indemnity insured and conditions of our Page 4 of 4 public liability insurance compensation paid the insurer according to the law.  

22. NON-WAIVER: No waiver of enforcement by either party of any breach of any of the provisions of these Terms and Conditions shall be construed as a waiver of such party’s rights or of any subsequent breach, whether of the same or any other provision.  

23. No amendments of this Agreement may be made other than in writing, signed by both parties.  

24. SEVERABILITY: If any provision of these Terms and Conditions is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, and the remainder of that provision and all remaining provisions hereof shall continue in full force and effect. 

25. ASSIGNMENT: Neither party may assign this Agreement without the written consent of the other party. This Agreement shall be binding upon the Buyer and any of its permitted assignees, successors, trustees, receivers and other representatives.  

26. ARBITRATION: Both parties shall use their best efforts to mutually resolve all disputes arising in connection with the present contract. In the event that the dispute cannot be resolved by mutual agreement, and with the exception in cases where a party is seeking injunctive relief, this Agreement first shall be arbitrated in Waukesha, Wisconsin based on the non-binding arbitration rules of the American Arbitration Association before any action may be brought in a court of law.

27. GOVERNING LAW: This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the state of Wisconsin without regard to conflict of law provisions.  Venue shall be within the exclusive authority of the state courts situated in Waukesha, Wisconsin or the Eastern District of Wisconsin, whichever is applicable. Each party waives its objection to such venue and jurisdiction.

PART SALES TERMS AND CONDITIONS: Unless otherwise stated by Seller in writing, proposals and any resulting order for goods and services will be subject to the following Terms and Conditions.  

1. PRICES:  Prices are in U.S. funds, F.C.A. Seller's place, Menomonee Falls, Wisconsin.  Prices shall be valid for thirty (30) days from the date of this proposal; thereafter prices are subject to change without notice at any time prior to acceptance.  Buyer shall pay all charges for transportation and delivery and all excise, order, occupation, use or similar taxes, duties, levies, charges, or surcharges applicable to the equipment or services sold under this proposal, whether now in effect or hereafter imposed. 

2. PAYMENT TERMS:  Prices quoted are based on payment in full due thirty (30) days after shipment from Seller or other terms as may be expressed within the quotation.  All changes to an order resulting from the preceding proposal will require Seller's written consent, must be covered by a purchase order amendment, will state a firm fixed price, and will be subject to the above payment terms.  Seller reserves the right to impose an interest charge (not exceeding the lawful maximum) on the value of each invoice not paid on its due date for the period of time from the due date to the date of receipt of payment.  

3. MINIMUM BILLING:  The minimum amount of billing is $100.00 per order. Seller will increase the order to meet or exceed the minimum amount.  

4. CANCELLATION:  Any and all parts ordered shall not be subject to cancellation. 

5. ACCEPTANCE OF ORDERS:  Upon receipt by Seller in Menomonee Falls, Wisconsin, of Buyer's written acceptance and issuance of Seller's written acknowledgment, this proposal will become a contract to furnish equipment and services exclusively on these Terms and Conditions, superseding all prior conflicting negotiations, representations, or agreements, whether oral or written. Seller shall not be bound by any additional or different terms and conditions, whether printed or otherwise, in Buyer's written acceptance or in any other communication from Buyer to Seller unless specifically agreed to by Seller in writing. In the event of any conflict or inconsistency between any terms and conditions of Seller and any terms and conditions specified by Buyer in any inquiry, order, or other document, these Terms and Conditions of Seller shall apply.  

6. SHIPMENT:  Seller does not assume responsibility for delays in shipment caused by fires, labor disputes, delays and interruptions in and failure of sources of materials, supplies, equipment, and labor, war, actions or failure of actions of Government authority, acts of God, unavailability of transportation facilities, or other circumstances not reasonably within Seller's control.  

7. TITLE:  Title to the goods will pass from Seller to Buyer when the goods leave Seller's plant. Insurance of the goods while in transit will be Buyer's responsibility. 

8. GOVERNING LAW:  This proposal and any resulting order shall be governed by and construed in accordance with the laws of the State of Wisconsin.  

9. GUARANTEE OF MATERIAL AND WORKMANSHIP:  Seller warrants the goods described in this proposal, against defects in material and workmanship for twelve (12) months from the Ship Date (the “Warranty Period”) provided that during such period the equipment has remained in Buyer's possession.  Items purchased by Seller for installation on the goods will be warranted only by the supplier's warranty.  During the Warranty Period, Seller will furnish free of charge, F.C.A. Seller's factory, any part which Seller's inspection shows to be defective other than by reason of abuse or misuse, but Seller's liability shall in no case exceed the price allowable to the product or part which gave rise to the claim. Seller's warranty is limited to the original warranty and is not continuing or extended as a result of any replacements made.  SELLER'S WARRANTY IS IN LIEU OF ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

10. LIMITATION OF LIABILITY:  IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. FURTHER, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES OR OTHER AMOUNTS FOR ANY REASON WHATSOEVER IN EXCESS OF THE PURCHASE PRICE OF THE GOODS SET FORTH IN THIS PROPOSAL.  

11. SOFTWARE LICENSE:  Upon delivery of the equipment, Seller shall grant Buyer a nonexclusive, nontransferable, paid up, limited license to use proprietary software required to operate and maintain the equipment. In exchange, Buyer is to hold this proprietary software confidential.  

12. SOFTWARE WARRANTY:  Seller supported software is warranted to conform to the software design specification applicable on the Ship Date. If Seller receives notification of defects in conformance to the software specification during the Warranty Period, Seller's sole obligation shall be to remedy any non-conformance. Seller does not warrant that the operation of the software shall be uninterrupted or error-free. 

13. PROPRIETARY INFORMATION:  The information and material contained in this proposal is proprietary and is submitted in confidence with the condition that it will not be copied or otherwise reproduced and will not be used or disclosed to anyone outside Buyer's company except as authorized in writing by Seller.