120 Machine Manual
This topic is considered as-built documentation at the time of machine shipment and will not be updated
All sales, agreements for sale, offers to sell, quotations, acknowledgments and contracts of sale, including but not limited to purchase orders, installment sale contracts, leases and subsequent purchases of spare parts or change parts for the item of sale (herein IOS) shall be subject to the following terms and conditions; in addition the terms of Installment sale contracts and leases shall prevail when such terms conflict with the terms herein. Whenever the term Aagard is used, it is understood and agreed to include the corporate entity of The Aagard Group, LLC its employees, agents and representatives.
1. PRICES: All prices are subject to change without notice except those written quotations which shall expire without notice at Midnight CST sixty (60) calendar days from the date issued except such quotations can be terminated by prior written notice.
2. PAYMENT: Terms of payment are set forth herein. No discount. In the event machinery is the IOS and Aagard cannot demonstrate that the machine performs according to specifications herein, Aagard shall have the right to adjust the IOS so that the same shall perform to specifications. Purchaser shall, at Aagard’s option, have the right to withhold ten (10%) percent of the purchase price without interest until such adjustments are completed. Any delinquent payment shall bear interest at the highest legal rate. If shipment is delayed by the purchaser or by anyone not a party hereto, payment shall become due on the date Aagard is prepared to make shipment. If the work covered by the purchase is delayed by the purchaser, payment shall be made forthwith based on the full purchase price or the percentage of completion to be determined at Aagard’s option. If the purchaser defaults in any payment when due, then the full contract price shall become due and payable upon demand, or Aagard may, without prejudice to other lawful remedies, defer delivery or cancel the agreement and seek damages. Products held for the purchaser shall be at the risk and expense of the purchaser. If the financial condition of the purchaser at any time does not, in the judgment of Aagard, justify continuance of the work to be performed, Aagard may require full or partial payment in advance, and in the event of bankruptcy or insolvency of the purchaser or in the event any proceeding is brought by or against the purchaser under the bankruptcy or insolvency laws, Aagard shall be entitled to cancel any agreement then outstanding, and Aagard shall receive reimbursement for its damages.
3. ACCEPTANCE: No order, sale, agreement for sale, accepted quotation, offer to sell and/or contract of sale, shall be binding upon Aagard unless accepted by an Officer of Aagard at its office in the city of Alexandria, Douglas County, Minnesota, on Aagard’s standard “Order Acknowledgment” form.
4. TAXES: Any taxes, including but not limited to turnover taxes, duties, fees, or other specific assessments which may be levied against the IOS shall be extra and borne by the purchaser. If Aagard is required to pay any of the above, purchaser shall reimburse Aagard upon notice, or furnish documents with the order, which exempts such payment.
5. CHANGES: No change of the agreement shall be binding without the written consent of all parties.
6. SHIPMENT: Shipments are made F.O.B. Aagard’s plant of manufacture.
7. CANCELLATION: Orders acknowledged per paragraph 3 above are not cancelable by purchaser.
8. ERRORS: Stenographical and clerical errors are subject to correction.
9. DELIVERY: Shipping dates submitted are approximate. Aagard will use its best efforts to meet the approximated shipping date provided the purchaser supplies all necessary information, but Aagard shall not be held responsible for failure to do so. Shipping date is based upon construction to normal Aagard standards (unless otherwise specified herein) and further dependent upon vendor’s and subcontractor’s delivery commitments. Any delays due to Department of Defense priorities, shortages of labor and/or materials may change the shipment date herein set forth. Aagard shall be subject to no penalty or liability for failure to meet a shipping date and shall in no event be held responsible for loss of profits, damages incurred by the purchaser, its customers, or other consequential damages that may result there from.
10. TESTING MATERIALS: Purchaser shall furnish to point of manufacture at its expense sufficient product, sample packages, packaging materials, complete manufacturing data and other material necessary for full testing of IOS.
11. DAMAGE OR LOSS IN SHIPMENT: Aagard shall not be responsible for damage or loss in transit and all claims must be made by the purchaser direct to the carrier. Claims for shortages or incorrect IOS must be made in writing within fifteen (15) days after receipt of the shipment by the purchaser, and failure to give Aagard written notice within that period shall be unqualified acceptance of the IOS and a waiver of all claims.
12. WARRANTY: Aagard warrants that the IOS will be constructed in accordance with normal Aagard methods of manufacture and attached specifications. The IOS is warranted to be free from defects in material and workmanship for a period of one (1) year or 7,500 operating hours, whichever occurs first, from the date of shipment. The Aagard Group will repair or replace defective components covered by outside manufacturers’ warranties according to the provisions of each respective manufacturer’s warranty. Freight, labor, expenses, and service rates related to replacement parts under warranty are invoiced at applicable standard rates. All equipment a part of the IOS but not manufactured by Aagard is limited in warranty and guarantee to the warranty and/or guarantee of the manufacturer and expires upon the expiration of such warranty. If the purchaser within the warranty period gives Aagard written notice of any alleged defect, Aagard will, at its option, repair or replace the same free of charge F.O.B. its manufacturing plant, installation extra. Equipment replaced under the warranty shall have the same warranty as equipment, but does not extend the warranty of the original IOS. No warranty is made with respect to: (A) Consumable items within IOS, such as vacuum cups, plastic wear guides, etc, (B) Failures not reported to Aagard within the warranty period, (C) Failures or damage due to misapplication, lack of proper maintenance, abuse, improper installation or abnormal conditions of temperature, moisture, dirt, or corrosive matter, etc., (D) Failures due to operation, either intentional or otherwise, above the rated capacities, or in an otherwise improper manner, (E) Any IOS which has been altered by anyone other than an authorized representative of Aagard, (F) Any IOS damaged without fault of Aagard. Aagard shall not be liable for any expenses incurred by the purchaser in an attempt to correct any allegedly defective IOS.
13. PURCHASER’S PRODUCT: Purchaser shall hold Aagard harmless from any action arising by reason of alleged design and construction of the products handled by the IOS or the method or process carried out thereon.
14. PURCHASER’S OPERATION: It is understood that Aagard has no special knowledge of the purchaser’s operation or requirements and purchaser agrees that the IOS is purchased because of the independent determination by the purchaser of its suitability for intended use.
15. LIABILITY: The use of all guards, interlocks, electrical devices, and other safety devices on the IOS and the operation of the IOS in accordance with Aagard operating instructions is essential to the safe use of the machine, and, therefore, the purchaser agrees that it will keep in legible condition all warnings or operating instructions affixed to the IOS or parts of the IOS by Aagard, and that it will not remove or render inoperable any guards, interlocks, electrical devices, or other safety devices, that are part of the IOS, and that it will not add any devices that will render the machine unsafe and that it will operate the machine in accordance with Aagard operating instructions. The purchaser agrees to pay in behalf of Aagard all sums which Aagard becomes legally obligated to pay because of bodily injury or property damage caused by or resulting from the use or misuse of the IOS, including reasonable attorney’s fees and legal expenses. The purchaser agrees to indemnify and hold Aagard harmless from all actions, claims or demands by any person, firm or corporation arising out of or in any way connected with the IOS, its operation, use or misuse, or the design, construction or composition of any product made or handled by the IOS, including all such actions, claims or demands based in whole or in part on the default or negligence of Aagard. If the purchaser allows the IOS to be used by any other party, then the purchaser agrees to indemnify and hold Aagard harmless from any and all claims, actions or demands whatsoever arising thereafter by reason of the use or misuse of the IOS.
16. LIMITATIONS: Aagard shall not be liable for any losses, costs, forfeitures and all other consequential damages (including loss of profits, liabilities of the purchaser to its customers or third persons) whether direct or indirect, and whether or not resulting from or contributed to by the default or negligence of Aagard, its agents, employees and subcontractors, which might be claimed as the result of the use or failure of the IOS. THERE IS NO FURTHER WARRANTY EITHER EXPRESS OR IMPLIED IN CONNECTION WITH THE DESIGN, SALE, MERCHANTABILITY OR USE OF THE IOS AND/OR SERVICES EXCEPT AS TO TITLE; AND AAGARD’S LIABILITY ON ITS WARRANTY SHALL IN NO EVENT EXCEED THE COST OF THE IOS.
17. PATENT INDEMNITY: Aagard agrees that it shall defend any suits that may be instituted by any party against purchaser for an alleged infringement of any U.S. patent relating to the structure of the IOS as originally furnished, provided purchaser shall have made all payments due and gives to Aagard immediate written notice of the institution of such suits, and permits Aagard, through its counsel, to defend the same, and gives all needed information, assistance and authority to enable Aagard to do so. Aagard’s obligation to meet the expenses of defending such suit and for payment of any award for infringement is expressly limited to an amount no greater than the purchase price of the IOS. Subject to the foregoing and in case of final award or damages in such suit. Aagard, at its option, may pay such award or remove said IOS and refund the purchase price so that Aagard’s total liability shall not exceed the purchase price of the IOS. In case the structure of the IOS in suite is held to infringe any U.S. patent and its use thereof is enjoined, Aagard may at its option: (A) Obtain for the purchaser the right to continue using the IOS, or (B) Replace the same with non-infringing equipment, or (C) Modify the IOS so that it is non-infringing or (D) Remove the IOS and refund the purchase price reduced by a factor of use allowance of twenty (20%) percent per year. Because Aagard cannot know or control the use or nature and character of products produced on the IOS, Aagard assumes no responsibility for any damages or expenses which may be incurred in the defense of infringement actions brought by third parties against the purchaser and/or his customers for infringement of patent claims directed to: (1) the package manufactured by the IOS, (2) the design and construction of the products handled by the IOS, and (3) the method or process carried out on the IOS, including, but not limited to, all infringement actions against Aagard for patent infringement or as a contributory infringer.
18. COPYING: Purchaser recognizes that the IOS has been designed and built through expenditure of substantial time and money by Aagard, and purchaser agrees not to make drawings of the IOS or any portions thereof, or permit others to do so, and will not duplicate or conspire in the duplication of the IOS.
19. DAMAGES: Aagard shall not be liable for any actual or consequential damages resulting to the purchaser by reason of this sale.
20. LOCAL LAW AND CONDITIONS: If national or local laws, regulations, orders, etc. or unusual climate conditions require modification of the IOS not within the Aagard standard specifications, the purchaser shall specify in detail and pay for such modifications according to Aagard’s normal pricing policy in addition to the purchase price stated. If such modifications alter the performance or prevent the IOS from performing according to specifications, Aagard shall not be liable therefore and shall not be required to meet these specifications to the extent the performance may be adversely affected.
21. PERFORMANCE: The IOS will be deemed acceptable under the terms and conditions of this contract if the purchaser has not given written notification to Aagard to the contrary within sixty (60) days from the date of shipment or in the event the purchaser continues to use the IOS.
22. LAW: The rights and duties of all persons and the construction and effect of all provisions hereof shall be governed by and construed according to the laws of Minnesota.
23. ENTIRE AGREEMENT: This document constitutes the entire agreement between the purchaser and Aagard for the IOS and is not an acceptance of Purchaser’s purchase order or subject to purchaser’s delivery order, and inures only to the benefit of the purchaser. Should any of the Terms and Conditions of the purchaser’s order be at variance with any of the Terms and Conditions contained herein, it is understood and agreed that Aagard Terms and Conditions will prevail.
24. COMPLIANCE WITH EXECUTIVE ORDER OF PRESIDENT: Aagard agrees to comply with the provisions of Section 202 of the President’s Executive Order 11246 and any amendments thereto and the Rules and Regulations issued pursuant to Section 201 thereof and, Aagard warrants that it will comply with such Executive Order and Rules and Regulations to the extent the same are applicable to the manufacture of the IOS.
