Terms and Conditions for Sales of Products and Services
- General: These terms and conditions govern all sales by EDS International, Inc. (EDS). No addition to or any modification of any of these terms and conditions as they appear herein shall be binding upon EDS unless signed in writing by a duly authorized representative of EDS.
- Orders: All orders received are subject to acceptance by an authorized representative of EDS.
- Payment Terms: Payment is due within stated quotations terms, unless otherwise agreed to in writing by EDS. In the event of late payment or nonpayment, EDS shall be entitled to recover from Buyer interest on the unpaid balance at the highest lawful rate, plus the costs of collection, including attorneys’ fees.
- Price, Delivery, Delay: All prices are in U.S. Dollars unless otherwise specified. Delivery dates specified in orders and quotations are approximate.
- Force Majeure: EDS shall not be liable for loss, damage, delays, or no delivery due to causes beyond its reasonable control including but not limited to acts of God, acts of any governmental authority or Buyer, acts of civil or military authority, fires, floods, strikes or other labor disturbances, way, riot, delays in transportation, breakdown of essential machinery or material shortages. In the event of delay for any such reason, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay.
- Cancellation: Buyer cannot cancel orders placed with EDS except with EDS’s express written consent and on terms acceptable to EDS. In the event of an unauthorized cancellation, Buyer shall be liable to EDS for all damages relating to the cancellation, including but not limited to all commitments made or costs incurred in preparing to perform or in performing the work, tooling, equipment and material costs, cancellation charges of EDS’s suppliers, and lost profits.
- Limited Warranty: EDS warrants to Buyer (and only Buyer) that the productions purchased will be free from defects in material and workmanship and shall possess the characteristics represented in writing by EDS. This warranty shall only apply to such defects appearing within 90 days from the date of EDS’s invoice. In the event of occurrence of a defect covered by this limited warranty, as Buyer’s sole and exclusive remedy, EDS agrees that it will, at its option, (a) replace the product, (b) repair or modify the product or (c) issue a credit for the defective product. Rights under this warranty are available only if EDS is notified promptly (and in no event later than 120 days after the date of EDS’s invoice) in writing of the alleged defect. EDS shall have no liability hereunder if the defect was due to misuse, improper installation, improper operation, improper maintenance, alteration, modification or accident. EDS shall have no liability for any costs associated with rejected products (such as sorting or other costs) unless expressly agreed in writing. THE ABOVE-STATED LIMITED WARRANTY CONSTITUTES THE SOLE AND EXCLUSIVE REMEDY OF BUYER FOR ANY DEFECTS IN THE PRODUCTS AND IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY: EDS SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST USE OR LOST PRODUCTION).
- Governing Law and Venue: The law of the state of Illinois shall govern the validity, interpretation, and enforcement of this order. Venue for any action relating to the order shall be proper in McHenry County, IL, the location of EDS’s principal place of business.
These standard Terms and Conditions are provided for informational purposes and represent the general terms governing transactions with EDS International Inc. The parties acknowledge that these terms may be replaced by a final contract executed by both parties, which may contain additional or different terms as negotiated between the parties.
The ‘Terms and Conditions of Sale’ of EDS International apply to the sale of all products by EDS International Inc. , subject to any different or additional terms agreed to in a legally enforceable agreement executed between EDS International Inc. and any such customer.
For ‘Terms and Conditions of Service” we refer to individual service agreements executed between EDS International Inc. and customers of Services.