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Terms and Conditions

 

  1.           The term “Seller” shall mean Schellerer Corporation dba ER2 Image Group. The term “Customer” shall mean the entity purchasing the items described on the reverse side (the “Products”) from Seller.
  2.           Payment. If Customer does not have approved credit terms, the Deposit shall be due upon submission of this Sales Order. All other amounts are due upon Customer’s receipt of Seller’s invoice or the date(s) indicated on the Sales Order, whichever is earlier. If Customer’s payment is past due, Customer shall pay interest of 12% per year, plus any and all collection costs incurred by Seller, including Seller’s reasonable attorney fees. Seller’s obligation to perform is excused if any payment is untimely. Credit card payments are not permitted if a payment is not timely unless there is prior approval. 
  3.          Prices. Prices shall be firm for a period of thirty (30) days from the date a quote was provided, if any, to Customer and after that period of time Seller has no obligation to Customer. There are no returns or cancellation unless Seller has provided Customer with prior written authorization and in such an event Customer shall forfeit any deposits made. In the event that there was no deposit, 20% of the total Sales Order amount (including cost of goods and shipping and all other amounts due) shall be paid by Customer to Seller. Customer may not revise or otherwise change this Sales Order after submitting same to Seller, without Seller’s expressed written consent.
  4.          WARRANTY. SELLER REPRESENTS AND WARRANTS THAT WHEN DELIVERED THE PRODUCTS WILL CONFORM TO ALL SPECIFICATIONS IDENTIFIED IN WRITING BY A DULY AUTHORIZED AGENT OF SELLER.
  5.          DISCLAIMER OF ALL OTHER WARRANTIES. OTHER THAN THE WARRANTY IN PARAGRAPH 4, SELLER MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS BEING ORDERED OR THE COMPATIBILITY OF THE PRODUCTS FOR CUSTOMER. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE DISCLAIMED AND XCLUDED.
  6.   .      LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOOD WILL, DOWNTIME, INTERRUPTION OF BUSINESS) RESULTING FROM OR ARISING OUT OF: A) NEGLIGENCE, B) ANY BREACH OF THIS SALES ORDER OR ANY DUTIES, OBLIGATIONS, OR RESPONSIBILITIES HEREUNDER OR C) THE DELIVERY, PERFORMANCE, OR USE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT SELLER IS EVER FOUND
  7.          LIABLE FOR ANY REASON TO CUSTOMER, IT IS AGREED THAT CUSTOMER’S SOLE AND EXCLUSIVE REMEDY SHALL BE A FULL REFUND OF THE TOTAL AMOUNT IT PAID FOR THE PRODUCTS UNDER THIS SALES ORDER PLUS AN ADDITIONAL TEN PERCENT.
  8.           Shipping. Customer is responsible for shipping costs and bears the risk of loss for the Products during shipment. Customer must notify shipping company of any Products damaged in transit within 2 calendar days after such Products have been delivered to Customer.
  9.  .        Customer will promptly notify Seller of any Products that are in any way defective or nonconforming within 3 business days after Products have been delivered to Customer. In such event, Customer shall save all packaging material for inspection as well. Seller will have a reasonable opportunity to inspect, sort and test or re-test any such Products. Customer’s exclusive remedies for non-conformity of any Products to such warranties shall be for Seller to correct the non-conformity or replace any non-conforming Products. If Seller is unable or unwilling to correct the non-conformity or replace any nonconforming Products within a commercially reasonable time, then Seller will provide a refund or credit on account of non-conforming Products in the amount of the purchase price of such Products. The foregoing remedies are the exclusive remedies of Customer.
  10.    .      Permits. Customer is responsible for obtaining all permits or governmental approvals. Seller has no responsibility for assuring compliance with any laws or regulations for use of the Products being ordered.
  11.           Assignment/Third Party Beneficiaries. Customer may not assign this Sales Order without prior written consent of Seller. There are no third-party beneficiaries for this transaction.
  12.    .      Indemnification. Customer shall defend, indemnify, and hold harmless Seller, together with all subsidiaries, divisions, affiliates, assigns, directors, officers, agents and employees of each (collectively the “Indemnified Parties”) from and against any and all claims, demands, actions, damages, proceedings, judgments and other liabilities, liens, obligations, attorney fees, losses and expenses, and/or causes of action of any kind whatsoever (collectively the “Claims”) arising from or related to the Products sold pursuant to this Sales Order.
  13.  \.      Termination. Either party may terminate the Sales Order for material breach by the other party, provided the non-breaching party gives not less than 30 days’ prior written notice to the breaching party and the breaching party fails to cure or otherwise address the breach to the reasonable satisfaction of the non-breaching party during this 30-day notice period.
  14.    .      Any such notice shall be effective (i) if sent via fax and mail, when transmission is confirmed, and a hard copy has been deposited in the mail; (ii) if sent via overnight courier, on the next business day following deposit with a recognized overnight courier service; or (iii) if sent via certified mail, on the third mail day following deposit with the postal service.
  15. Governing Law and Venue/Enforcement. This Sales Order shall be governed by Illinois law. Customer agrees that: (1) any claim, dispute, or controversy Customer may have against Seller shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to AAA’s applicable rules and procedures; (2) the arbitration shall be held in Chicago, Illinois; (3) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only Customer’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; and (4) if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the AAA’s rules and procedures, then the remaining portion of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the unenforceable or conflicting provision was not contained herein. This section shall survive the expiration or termination of this Sales Order for any reason whatsoever. It is expressly understood that Customer is giving up its right to be a part of a class action or to join its claims with others by entering into this Order. Customer is also waiving any right it has to have its claims heard before a court of law by agreeing to arbitration.
  16.           Waiver. Any waiver of strict compliance with the terms hereof by either party shall not constitute a waiver of such party’s right to insist upon strict compliance with the terms of this Sales Order hereafter.6. Performance. Seller’s performance will be excused due to any event, condition or occurrence beyond Seller or its supplier’s reasonable control, including but not limited to fire, flood, storm, acts of God, war, civil insurrection, acts of terrorism, labor disturbances and lack of transportation services, utilities or supplies. In the event that a time period for delivery has been provided to Customer, that time period shall not begin until the deposit (amount due upon submission of the order) is received by Seller. At Seller’s election, Seller’s performance is excused if the payments reflected on the Sales Order are not timely made.
  17.  Entire Agreement. This Sales Order is the entire agreement between the parties related to the purchase of the Products by Customer from Seller, supersedes all previous agreements and understandings between the parties, and may only be amended by a writing signed by an authorized agent of Seller.
  18.  Future Orders. These Terms and Conditions shall apply to any future orders that are made by Customer with Seller, regardless of whether a separate acknowledgment is made agreeing thereto.