Standard Terms and Conditions of Sale
The following are the standard terms and conditions for the domestic sales of products by Mellott Company (Seller) to a Mellott Company customer (Buyer). Certain products and services sold by Mellott Company are subject to separate contracts in which case contractual terms (if different from below) will govern.
1. ACCEPTANCE AND CANCELLATION OF ORDERS
Each order for goods is subject to acceptance by a duly authorized agent of Seller. Orders accepted by Seller may be canceled by Buyer only upon written consent of Seller. In the event of cancellation or other withdrawal of an order for any reason and without limiting any other remedy which Seller may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges, which shall include all expenses then incurred and commitments made by Seller, shall be paid by Buyer to Seller. Special orders for items not normally stocked are non-cancelable and non-refundable.
Unless otherwise agreed to by Seller in writing, prices quoted and goods shipped are F.O.B. point of shipment. Title to and risk of loss of all goods shall pass upon Seller's delivery to carrier for shipment to Buyer. Unless otherwise agreed by Seller in writing, Buyer shall pay all freight, handling, delivery, duties and taxes, and insurance charges for shipment of goods. Choice of carrier and shipping method and route shall be at the election of Seller unless specifically designated by Buyer. Seller shall not be liable for delays in delivery of for failure to perform due to causes beyond the reasonable control of Seller, which causes shall include, without limitation. acts of God, acts of omissions of Buyer or civil or military authorities, fires, strikes, epidemics, quarantine restriction, flood, earthquakes, riot, war, delays in transportation or inability to obtain necessary labor, materials or supplies. In the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of such delay without penalty to Seller. Seller shall be entitled to refuse or to delay shipments upon failure by Buyer to pay promptly any payments due Seller, whether on this or any other contract between Seller and Buyer. Seller shall have the right to deliver all goods covered hereby at one time or in portions from time to time within the time for delivery provided in such order. If delivered prices are quoted they are based on carrier rates to the delivery point of the Purchaser in effect at the time. Should rates be changed, the increase or decrease will be for the account of the Purchaser.
- Unless otherwise specified by Seller in writing (refer to payment terms on face of Buyers invoice), payment in full or net amount owing, without offset or deduction, is due 30 days from date of invoice. If payment is not received within such 30 day period, a late payment of 1% per month of the unpaid balance or the maximum amount allowed by law, whichever is less, may be assessed to Buyer.
- Seller reserves the right to require deposits and progress payments from Purchaser with any order.
- All internet orders placed through Crushers-Plus.com are paid by credit card.
- All checks are accepted subject to collection, and Buyer agrees to pay all costs of collection, including reasonable attorney fees and costs. Any check received from Buyer may be applied by Seller against any obligation of Buyer to Seller under this or any other agreement, notwithstanding any statement appearing on or referring to such check. Acceptance of any partial payment shall not constitute a waiver of Sellers right to payment in full of all amounts owing from Buyer to Seller.
- Seller shall have the right to refuse to ship to Buyer on credit at anytime and shipments made to Buyer on a C.O.D. or other basis shall be subject to the terms and conditions of sale contained herein. Seller shall retain a purchase money security interest in all goods sold to Buyer until the full purchase price therefore and any late payment charges have been paid.
4. INSPECTION AND ACCEPTANCE OF GOODS
Buyer is deemed to have accepted products unless notice of rejection is given within a reasonable time, which is agreed to be within ten (10) days after receipt. CLAIMS OF LATE DELIVERY are void unless made prior to receipt of products, and receipt of products shall constitute a waiver of any claim of late delivery. No return will be accepted without prior "Return Material Authorization" (RMA). Material must be returned as directed by the Seller.
5. LOSS OR DAMAGE IN TRANSIT
Claims for loss or damage in transit are the responsibility of the Buyer. If Seller's assistance is required, Mellott Company will assist the Buyer in securing any adjustments up to the limits of the Carrier.
6. SELLER’S RIGHT TO ADJUST PRICES
Unless otherwise agreed to in writing by Seller, prices quoted are those which are in effect at the date of quotation and are firm for a period of 30 days after date of quotation. After 30 days, Seller reserves the right to adjust the selling price of any and all goods ordered by Buyer but not yet shipped as a result of changes in labor, materials, and/or other costs. Buyer agrees to pay any such adjusted price in accordance with the terms hereof.
Seller's prices do not include sales, use, excise or similar taxes and duties. Accordingly, Buyer shall in addition to prices specified by Seller in quotations, pay any sales, use, excise or similar tax and duties attributable to the sale of goods covered hereby, or, in lieu thereof, provide Seller with tax exemption certificates acceptable to the taxing authorities.
8. WARRANTY AND LIMITATIONS OF REMEDIES
- Unless otherwise agreed to in writing, Seller makes no warranties or representations regarding the goods sold. Seller disclaims any warranty respecting the merchantability of the products sold to Buyer or their fitness for any particular purpose or use. Seller agrees to transfer to Buyer whatever transferable warranties Seller receives from the manufacturer of products sold to Buyer. Value-added work performed by Seller will conform to applicable Buyer's specifications relating to such work.
- Seller's liability arising out of any sale of goods to Buyer is expressly limited to either 1) Refund of the purchase price paid by the Buyer for such goods (without interest), or 2) Repair and/or replacement of such goods at Seller's election, and such remedies shall be exclusive and in lieu of all others. In no event shall Seller be liable for indirect, special, or consequential damages of any nature, including, but not limited to, personal injury, property damage, and/or lost time or profits. Buyer's recovery from Seller for any claim shall not exceed the purchase price paid by Buyer for the goods, irrespective of the nature of the claim, whether in warranty, contract or otherwise.
- This Standard Limited Warranty applies to all non-Overstock parts sold on this site, UNLESS specifically noted in the description of the part, which is often the case with used parts that we sell on this site.
- Wear Materials include such items as jaw dies, and manganese, i.e., bowl liner, concaves, and mantles. Warranty considerations for these items are prorated. A credit is issued for the unused portion of the item based on the take-out weight.
Buyer shall be solely responsible for the installation and operation of the goods covered hereby, including without limitation the obtaining of all permits. licenses or certificates required for the installation of such goods.
10. TECHNICAL ADVICE AND DATA
Any technical advice offered or given in connection with the use of any goods is an accommodation to Buyer without charge and Seller shall have no responsibility or liability whatsoever for the content or use of such advice. Without Seller's prior written consent, Buyer shall not use, duplicate or disclose any technical data delivered or disclosed by Seller to Buyer for any purposes other than for installation, operation or maintenance of goods purchased by Buyer.
All computer software if any delivered by Seller to Buyer is licensed pursuant to separate licensing agreements or other arrangements directly to Buyer from the owner of the software or other third party. Buyer acknowledges receipt of a separate agreement pursuant to which software delivered to Buyer is licensed. Buyer acknowledges that Seller is not a party to such license with respect to software supplied hereunder. Buyer agrees to look directly to the licensing party in connection with all maintenance, support, infringement and warranty claims relating to software delivered to Buyer hereunder.
In the event of any default by Buyer, Buyer shall pay all costs incurred by Seller in collecting any amounts due to Seller by Buyer, including reasonable attorney fees and costs. The waiver by Seller of any breach hereof or default in any payment shall not be deemed to constitute a waiver of any succeeding breach or default. In the event of default Seller shall have all remedies provided under the Uniform Commercial Code which shall be cumulative with one another and with any other remedies which Seller may have at law, in equity, under any agreement of any type or, without limitation, otherwise. The exercise or failure to exercise any remedy shall not prelude the exercise of that remedy at another time or any other remedy at any time. No action, regardless of form, arising out of, or in any way connected with, the goods furnished or services rendered by Seller, may be brought by Buyer more than one year after cause of action has accrued.
13. INTEGRATION AND ASSIGNMENT
This agreement sets forth the sole and entire agreement between the parties with regard to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements between them regarding the same. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party had knowledge of the nature of the performance an opportunity for objection. No subsequent alteration of this agreement whatsoever binding upon Seller unless reduced to writing and signed by both Seller and Buyer. No agent, employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation or warranty covering the materials sold under this agreement, and unless an affirmation, representation or warranty made by agent employee or representative is specifically included within this agreement, it has not formed a part of the agreement and shall not in any way be enforceable against the Seller. Any assignment of this agreement or any rights hereunder by Buyer shall be void without Seller's written consent.
14. BUYER'S TERMS AND CONDITIONS
Seller desires to provide its customers with prompt and efficient service. Accordingly, goods furnished and services rendered by Seller are sold only on Seller’s Terms and Conditions stated herein. Seller’s Terms and Conditions are not subject to any additional or different terms of the Buyer and Buyer’s acceptance is limited to Seller’s Terms and Conditions herein. Any conflicting statement or terms listed on the Buyer purchase orders, invoice, confirmations or other buyer generated documents ("Buyer Documents") whether heretofore or hereafter submitted are negated and rejected by Seller’s Terms and Conditions herein, and all different or additional terms and conditions contained in any Buyer Documents are hereby deemed to be material alterations and notice of objection to and rejection of such terms is hereby given. Seller’s failure to object to any document, communication or act of customer will not be deemed a waiver of any of these terms and conditions. Seller’s performance of any contract is expressly made conditional on Buyer's agreement to Seller's Terms and Conditions of Sale, unless otherwise specifically agreed in writing by Seller. In the absence of such agreement, commencement of performance and/or delivery shall be for Buyer's convenience only and shall not be deemed or construed to be acceptance of Buyer's terms and conditions. If a contract is not earlier formed by mutual agreement in writing, acceptance of any goods or services shall be deemed acceptance of the terms and conditions stated herein.
This agreement and performance by the parties here under shall be construed in accordance with the internal laws (excluding the laws relating to conflicts) of the Commonwealth of Pennsylvania. The parties expressly exclude the applicability of the United Nations International Sale of Goods. All agreements, covenants, conditions and provisions contained herein shall apply to and bind the assignees and successors in interest of Buyer. If any provision or portion of this agreement is held to be invalid, illegal, unconscionable or unenforceable, the other provisions and portions hereof shall not be affected. The several captions used herein are for the convenience of the parties only and shall not affect the instruction or interpretation hereof. Buyer warrants and represents to Seller that all goods shall be purchased for Buyer's business or commercial use and not for Buyer's personal, family or household.