1. Agreement Overview (Applicability)
These Terms & Conditions form the complete agreement between ProEnergias / Lakshmi Transformers and Electricals ("Seller") and the Purchaser. They supersede and replace any conflicting terms proposed by the Purchaser unless expressly agreed in writing by an authorized officer of the Seller.
Any purchase order containing penalty clauses for late delivery is deemed objected to and is not binding unless specifically approved in writing by a Seller officer.
Acceptance is presumed if the Purchaser does not object in writing, directs Seller to proceed, or accepts goods.
Quotations are valid for the stated period, or 30 days if not specified.
2. Warranty Coverage
Standard Catalog Products - 10 years from date of manufacture.
Non-Catalog Products - 1 year from date of manufacture.
Third-Party Products - Covered only by the original manufacturer's warranty; Seller will use best efforts to secure coverage.
Exclusions - Experimental, prototype, or developmental products are excluded.
Seller will repair or replace defective products if notified in writing within the warranty period. Claims are
subject to verification by an authorized Seller representative.
No implied warranties beyond those stated here; all such warranties are disclaimed.
Unauthorized repairs void coverage; Seller will not accept invoices for them.
Replacement/repaired parts carry the balance of the original warranty.
3. Warranty Exclusions & Purchaser's Indemnity
No coverage for defects/failures caused by negligence, misuse, failure to follow instructions, non-Seller
equipment, unauthorized changes, incorrect installation, overloading, environmental abuse, or damage after
shipment.
Purchaser indemnifies Seller against related claims.
4. Limitation of Liability
Seller's liability is limited to the portion of purchase price allocable to the specific product (or part) causing the
claim.
No liability to anyone except original Purchaser.
No indirect, incidental, or consequential damages, including lost profit, downtime, cost of substitute goods, or
damage to other equipment.
All claims must be filed within one year.
5. Intellectual Property (Patents)
Seller defends Purchaser against valid U.S. patent infringement claims for Seller-designed products in the
supplied form at contract date.
No liability for designs not created by Seller or specified by Purchaser.
Purchaser indemnifies Seller for infringement claims from Purchaser's designs.
Seller controls defense/settlement.
6. Delivery Terms
Delivery dates are estimates based on timely receipt of required information.
Risk of loss passes to Purchaser upon delivery to carrier/trucker/representative.
7. Force Majeure
No liability for delays/failures due to causes beyond Seller's control, including natural disasters, strikes, riots,
embargoes, war, government orders, labor shortages, or inability to obtain materials, fuel, or power at current
prices.
Completion dates extended by length of delay.
8. Order Changes, Cancellations & Returns
Written consent required; cancellations may require cost reimbursement, materials, engineering time, and
anticipated profit.
No returns without written authorization and return authorization number. Must be shipped prepaid;
unauthorized returns refused.
9. Payment Terms
Payment due upon invoice unless otherwise agreed.
Seller may require advance payment/security.
Payment due even if delivery delayed by Purchaser.
Late payments incur 1.5% monthly interest or maximum legal rate.
Installments billed and payable separately.
10. Retention of Title
Seller retains title until full payment. May repossess upon non-payment or insolvency, without notice.
Scrap remains Seller's property.
11. Tooling
Charges do not transfer ownership unless purchased separately.
Only part of cost billed; Seller maintains tooling.
Purchaser may purchase tooling at Seller's discretion.
12. Design Changes
Seller may change/discontinue products or substitute equal/superior materials without notice.
13. Taxes & Duties
Prices exclude all taxes/duties/fees; Purchaser responsible for payment.
Seller may adjust price if import duties increase.
14. Collections & Legal Fees
Purchaser pays all reasonable collection costs, including attorney's fees.
15. Security Interest
Seller retains a security interest until full payment, covering after-acquired goods, replacements, and
proceeds.
16. Freight & Special Charges
F.O.B. point of origin unless otherwise agreed.
Seller may charge for premium transport, special packaging, etc.
17. Minimum Order
Minimum billing is $250 unless agreed otherwise.
18. Hazardous Use Disclaimer
Not for nuclear, aerospace, missile, or other critical uses; Purchaser indemnifies Seller if used.
19. Compliance & Subcontracting
Seller may subcontract work and will comply with applicable labor laws.
No guarantee of code compliance unless agreed in writing.
20. General Provisions
Governing law: State of Wisconsin unless otherwise specified.
If any clause is invalid, remainder stays in effect.
Waiver of one breach not waiver of others.
Clerical errors subject to correction.