Terms and Conditions

HARBEN TERMS AND CONDITIONS OF SALE

The following Terms and Conditions (the “Terms”) are applicable to the sale or provision of all goods supplied (“Goods”) by Harben Inc. (“Harben”) to any purchaser thereof (“Buyer”) and are found at https://harben.com/downloads/.

GENERAL: These Terms, together with 1) any quotation, proposal, or acknowledgement accepted by Harben, or 2) invoice from Harben, constitute the complete and exclusive statement of the terms of the agreement governing the sale of Goods by Harben to Buyer, unless otherwise agreed by Harben in writing. These Terms supersede all other communications, negotiations, and all prior oral or written statements, regarding the subject matter hereof except to the extent that a payment term contradicts these Terms, in which case the payment term shall control.

ASSIGNMENT: Buyer’s rights shall neither be assignable nor transferable without the prior written consent of Harben. Harben may assign its rights or obligations under this Agreement without Buyer’s consent.

PRICE: Prices are found on Harben’s website, or on an quote provided to Buyer from Harben, and in which case, the price shall be valid the shorter period of thirty (30) days from the date of the quote or as set forth on the quote.

TERMS OF PAYMENT:

All payments shall be in U.S. Dollars. Parts and Accessories: Unless Buyer has an active account with Harben, then payment for all parts and accessories must be made by Buyer in full at the time the order is placed. If Buyer has an account with Harben, then Buyer shall make payment in accordance with the written terms of the account or as set forth on the order acknowledged in writing by Harben.

Equipment:
Not a Special Order: For all equipment that is not a special order (e.g. equipment that is regularly in stock or routinely constructed by Harben), then Buyer shall pay a nonrefundable ten percent (10%) payment of the total order cost at the time the order is accepted by Harben, with the balance due upon completion of the equipment, but prior to shipment by Harben. For Buyers who maintain an account with Harben, then the terms of the written account will control payment terms and if the terms are silent or unclear, then Buyer shall pay a nonrefundable ten percent (10%) payment of the total order cost at the time the order is accepted by Harben, with the balance due upon completion of the equipment, but prior to shipment by Harben. Special Order: For all equipment that is a special order (e.g. equipment that is not regularly in stock or routinely constructed by Harben), Buyer shall pay Harben in accordance with the terms of the written order acknowledged by Harben. If the written terms are silent, then, Buyer shall pay Harben a nonrefundable twenty percent (20%) payment of the total order cost at the time the order is accepted by.

Harben, with the balance due upon completion of the equipment, but prior to shipment by Harben. Delays Caused by Buyer: If Buyer delays shipment or delivery, payments based on date of shipment shall become due as of the date when ready for shipment or delivery. If Buyer delays completion of manufacture, Harben may elect to require payment according to percentage of completion. Equipment held for Buyer shall be at Buyer's risk and storage charges may be applied at the discretion of Harben.

REFUNDS AND CANCELLED ORDERS:
Parts and Accessories: Harben will issue Buyer a refund for parts and accessories upon receipt and inspection by Harben, in its sole discretion, after determining that the parts or accessories are unused and operable. Once Harben completes its inspection, Harben will issue Buyer a refund for the purchase amount paid less shipping charges and a restocking fee of ten percent (10%) of the order cost within thirty (30) days following the inspection.

Overseas Orders: Orders placed for goods that are to be sourced, manufactured, or restocked from overseas suppliers are non-cancellable and non-returnable once confirmed. Upon receipt of an order acknowledgment from Harben, the Customer is deemed to have accepted full responsibility for the order. In the event of cancellation or amendment by the Customer after confirmation, Harben reserves the right to charge the full value of the order and any associated costs incurred, including freight, duties, and supplier charges.

Equipment: Unless otherwise stated in writing by Harben on the order acknowledgment, if after placing the order, Buyer cancels an equipment order, all monies paid at the time the order is placed are non-refundable for any reason. No order is deemed cancelled until the cancellation is approved in writing by Harben.

PAST DUE PAYMENTS: Accounts past due shall bear interest at the highest rate lawful to contract for but if no limit is set by law, such PAST DUE INTEREST SHALL BE 1.5% PER MONTH. Harben reserves the right to withhold shipment or to require other adequate assurances of performance of Buyer’s payment obligations as Harben in its dicretion may require, notwithstanding any order confirmation issued by Harben. Buyer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts.

Buyer waives its right to set-off against claims it may have against Harben and shall not withhold payment for any reason without the prior written consent of Harben. Buyer may not utilize any back charges.

INSOLVENCY OF BUYER: If any proceeding is initiated by or against Buyer under any bankruptcy or insolvency law, or in the judgment of Harben the financial condition of Buyer, at the time the equipment is ready for shipment, does not justify the terms of payment specified, Harben reserves
the right to require full payment prior to making shipment. If such payment is not received within fifteen (15) days after notification of readiness for shipment, Harben may cancel the order of any unshipped item and require payment of reasonable cancellation charges.

TAXES: Unless otherwise stated by Harben in writing in a purchase order, prices quoted do not include freight, insurance, installation costs, special packaging or any sales, use, excise, VAT or similar taxes. Taxes imposed by any federal, state, county, city or municipal law on the Goods in locations where Harben collects and remits such taxes will be added to the invoice unless a fully completed and executed tax exemption certificate is received by Harben with the order.

INSPECTIONS: Buyer shall immediately upon receipt of the Goods, inspect the Goods and notify Harben of any discrepancies including, but not limited to, any discrepancies in the quantity or quality of the Goods.

Buyer’s exclusive remedy for any non-confirming Goods shall be found in Harben’s warranty located at: https://harben.com/wp-content/uploads/Warranty-Policy.pdf

SHIPPING, TITLE AND RISK OF LOSS: All Goods will be suitably packaged in Harben’s standard containers, marked for shipment to Buyer at the address specified in the purchase order, and delivered to the Buyer or the forwarding agent selected by Buyer. Title and risk of loss will pass F.O.B. Harben’s shipping point (without limiting the foregoing and in an effort to provide further clarity, all title and risk of loss is EXW and is on or rests with the Buyer at the time the Goods are loaded on the Buyer’s chosen method of shipment). Buyer will be responsible for and pay all freight, shipment, and insurance charges associated with shipment of the Goods, even if the order is rejected upon delivery. Harben shall use commercially reasonable efforts to ship Goods to Buyer on or before the requested receipt date designated in a purchase order, but Harben shall not be held liable to Buyer or any other party for any delay in shipment of any purchase order. Harben reserves the right to cancel or delay any shipment when Buyer is delinquent in payments, when payment for a shipment has not been arranged to Harben’s reasonable satisfaction, or when Buyer has failed to perform any of its obligations.

OPERATING CONDITIONS AND ACCEPTANCE OF RISK: It is Buyer’s responsibility to read, understand and follow all operating instructions or manuals, which can be found at https://harben.com/downloads/. Buyer assumes all risks associated with use of and the Goods.

SECURITY INTEREST: Buyer hereby grants Harben a security interest in and a lien upon all Goods sold to Buyer by Harben and the proceeds therefor (including any insurance proceeds), which security interest shall continue until all such Goods are fully paid for in immediately available funds. Buyer, upon Harben’s demand, will execute and deliver to Harben such instruments as Harben requests to protect and perfect such security interest. Buyer shall have no right to sell, encumber or dispose of the Goods until Harben receives full payment for such Goods.

LIABILITY LIMITATIONS: UNDER NO CIRCUMSTANCES SHALL HARBEN HAVE ANY LIABILITY (WHETHER BY WAY OF INDEMNITY OR BREACH OF CONTRACT OR STATUTORY DUTY REASON OF TORT) FOR ANY LIQUIDATED, DIRECT, INDIRECT, COLLATERAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OR FOR LOSS OF PROFITS, OR FOR ACTUAL LOSSES OR FOR LOSS OF PRODUCTION OR PROGRESS OF CONSTRUCTION, WHETHER RESULTING FROM DELAYS IN DELIVERY OR PERFORMANCE, BREACH OF WARRANTY, NEGLIGENT MANUFACTURE OR OTHERWISE AND WHETHER FORESEEABLE OR UNFORESEEABLE OR KNOWN OR UNKNOWN. Except as otherwise provided by law, the aggregate total liability of Harben in connection with the performance of this order, whether for breach of contract or warranty, negligence, or otherwise, shall in no event exceed the contract price. Buyer agrees to indemnify and hold harmless Harben from all claims by third parties in excess of these limitations and from all claims resulting from any act or omission of Buyer. WARRANTY: Unless otherwise agreed in writing by the parties, Harben’s standard warranty shall apply and take precedence over all other documents.

Further, THE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO HARBEN IN SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT HARBEN’S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY HARBEN FOR BUYER’S PURPOSE OR USE. Harben’s standard warranty is publicly available on Harben’s website at https://harben.com/support/ as it may be amended from time to time.

OTHER RIGHTS & REMEDIES: In addition to the rights and remedies conferred upon Harben herein, Harben shall have all rights and remedies conferred at law and in equity and shall not be required to proceed with the performance of any order if Buyer is in default in the performance of such order or of any other contract or order with Harben.

GOVERNING LAW: These Terms and any order hereunder shall be construed in accordance with the laws of the State of Georgia, without regard to conflicts of law principles. Any dispute arising hereunder shall be resolved in the federal or state courts of the State of Georgia, as applicable. The rights and obligations of Harben and Buyer shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods.

WAIVER OF JURY TRIAL: EACH OF HARBEN AND BUYER IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER HEREUNDER.
MISCELLANEOUS: These Terms may be amended only as agreed to by Harben in writing. The section titles in these Terms are for reference only and shall not limit or restrict the interpretation or construction of the Terms. Harben’s failure to insist, in any one or more instances, upon Buyer’s performance of any of the Terms, or to exercise any rights conferred by the Terms, shall not constitute a waiver of any such right to insist upon such performance or exercise such rights in the future. The partial or complete invalidity of any one or more provisions of these Terms shall not affect the validity or continuing force and effect of any other provision.