Terms and Conditions of Sale
Please read these terms and conditions of sales very carefully.
The terms and conditions of sales are limited to those contained herein. Any additional or different terms in any forms delivered by you (“customer”) are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given.
Important Information About These Terms and Conditions of Sales
These Terms and Conditions of Sales constitute a binding contract between Customer and Premier Scales & Systems (PS&S) and are referred to herein as either Terms and Conditions of Sales” or this “Agreement”. Customer accepts these Terms and Conditions of Sales by making a purchase from or placing an order with PS&S. These Terms and Conditions of Sales are subject to change without prior notice, except that the Terms and Conditions of Sales stated herein at the time Customer places an order will govern the order in question.
Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions of Sales or any purchase order (whether in electronic or written form) or invoice related thereto. This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied. if any, between the parties with respect to the subject matter hereof.
These terms and conditions of product sales and any sale of products hereunder will be governed by the laws of the state of Indiana, without regard to conflicts of laws rules. Any arbitration, enforcement of an arbitration or litigation will be brought exclusively in Vanderburgh county, Indiana, and customer consents to the jurisdiction of the federal and state courts located therein. Submits to the jurisdiction thereof and waives the right to change venue. Customer further consents to the exercise of personal jurisdiction by any such court with respect to any such proceeding. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions of Sales more than one (1) year after the cause of action has arisen. The rights and remedies provided PS&S under these Terms and Conditions of Sales are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.
Title; Risk of Loss
If Customer provides PS&S with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for PS&S, title to products and risk of loss or damage during shipment pass from PS&S to Customer upon shipment from PS&S’s facility (F.O.B. Origin, freight collect). For all other shipments, title to products and risk of loss or damage during shipment pass from PS&S to Customer upon receipt by Customer (F.O.B. Destination, freight prepaid and added). PS&S retains a security interest in the products until payment in full is received.
Orders are not binding upon PS&S until accepted by PS&S. Customer agrees to pay the total purchase price for the products plus shipping (to the extent shipping is not prepaid by Customer). Terms of payment are within PS&S’s sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by PS&S. PSRS may invoice Customer separately for partial shipments. Customer agrees to pay interest on all past-due Sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay for, and will indemnify and hold PS&S and the entities that control, are controlled by, or are under common control with PS&S (“Affiliates) harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or local fees or charges (including. but not limited to, environmental or similar fees), imposed on, in respect of, or otherwise associated with the order or the products. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide PSSS with the necessary supporting documentation. In the event of a payment default, Customer will be responsible for all of PS&S’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees.
Customer understands that PS&S is not the manufacturer of the products purchased by Customer hereunder and the only warranties offered are those of the manufacturer, not PS&S or its Affiliates. In purchasing the products, Customer is relying on the manufacturer’s specifications only and is not relying on any statements, specifications, photographs or other illustrations representing the products that may be provided by PS&S or its Affiliates. PS&S and its affiliates hereby expressly disclaim all warranties either express or implied, related to products, including, but not limited to, any warranty of title, accuracy, merchantability or fitness for a particular purpose, warranty of noninfringement, or any warranty relating to third party services. The disclaimer contained in this paragraph does not affect the terms of any manufacturer’s warranty. Customer expressly waives any claim that it may have against PS&S or its Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “claim) with respect to any product and also waives any right to indemnification from PS&S or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of PS&S or its Affiliates is authorized to make any representation or warranty on behalf of PS&S or any of its Affiliates that is not in this Agreement. PS&S will not be responsible for and no liability shall result to PS&S or any of its Affiliates for any delays in delivery which result from any circumstance beyond PS&S’s reasonable control including, but not limited to, product unavailability. Carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates provided by PS&S and any purported deadlines contained in any other document are Estimates only.
Pricing Information; Availability Disclaimer
PS&S reserves the right to make adjustments to pricing and products for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, manufacturer price changes and errors in advertisements. All orders are subject to product availability. Therefore, PS&S cannot guarantee that it will be able to fulfill Customer’s orders.
Limitation of Liability
Under no circumstances and notwithstanding the failure of essential purpose of any remedy set forth herein, will PS&S, its affiliates or its or their suppliers, subcontractors or agents be liable for: (a) any incidental, indirect, special, punitive or consequential damages including but not limited to, loss of profits, business, revenues or savings, even if PS&S has been advised of the possibilities of such damages or if such damages are otherwise foreseeable, in each case, whether a claim for any such liability is premised upon breach of contract, warranty, negligence, strict liability or other theory of liability; (b) any claims, demands or actions against customer by any third party; (c) any loss or claim arising out of or in connection with customer’s implementation of any conclusions or recommendations by PS&S or its affiliates based on, resulting from, arising out of or otherwise related to the products; or (d) any unavailability of the product for use or any lost, damaged or corrupted data or software. In the event of any liability incurred by PS&S or any of its affiliates, the entire liability of PS&S and its affiliates for damages from any cause whatsoever will not exceed the lesser of the dollar amount paid by customer for the product(s) giving rise to the claim.
• PS&S customer return requests must be made within 30 days of invoice date.
• For items not a result of product failure or incorrect shipment, customer will receive full credit, less a 20% restocking fee (minimum re-stocking fee: $250). The customer will not be credited for return-freight charges and customer will be responsible for return freight charges.
• All returns are subject to a 20% restocking fee.
• Please return all products 100% complete. This includes manufacturer box, UPC label, packing materials, all manuals, blank warranty cards and accessories.
• Return privileges are contingent upon various manufacturer polices. PS&S reserves the right to decline return requests based on those policies. Please verify policies for specific item(s) with a member of Customer Service.
• Please contact PS&S Customer Relations at (800) 4749838, Monday through Friday, 8:00 AM to 4:30 PM Central Time, to obtain a Return Merchandise Authorization (RMA) before shipping product back to PS&S. This will expedite and help ensure the proper action or credit upon processing.
• In order to expedite a return, please have the following information on hand when requesting an RMA number: Customer name, invoice number, Serial number, reason for return, action to take replacement/repair/return/credit) and whether the box has been opened or is manufacturer sealed. Please do not write on or damage the manufacturer box.
• Customer is responsible for shipping charges to PS&S’s distribution center for all products being shipped back to PS&S. Products exchanged or replaced will be shipped by PS&S to Customer, at Customer’s expense, using the same shipping method as was used by Customer to ship the original products back to PS&S. If the carrier selected by Customer is not used by PSSS, a comparable shipping method will be selected.
• Customer is responsible for all risk of loss and damage to products being shipped back to PS&S. Please fully insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of delivery such as UPS, Federal Express or DHL. This is for your protection as well as to ensure quick action on your return.
• Failure to return a product in accordance with the foregoing terms and within the applicable return period is deemed to be an acceptance of the product.
Price is based upon the performance of job site work during regular working days and regular working hours. If overtime work is performed for any reason other than make-up for delays in progress due to fault on the part of PS&S, Customer agrees to reimburse PS&S the actual labor cost above the rate of regular time for such overtime.
• Customer to provide free and unobstructed access to the site and with all electrical power and water necessary for PS&S use in performing the work provided by PS&S at the site.
• If delays are experienced by PS&S in the course of the work, because of any lack or failure to perform obligations of Customer there under, or as a result of others at the site. whether or not they are under contract to Customer, or because of any fault or neglect on Customer part, Customer agrees to pay PSSS for expenses incurred as a result of these delays.
• A man-lift, if required for safe installation of peripherals, is to be supplied by others.
• Upon delivery of equipment at job site, Customer shall suitably protect equipment and make it accessible for installation by PS&S.
• Price is based upon use of nonunion field labor. If use of union labor is necessary. Customer shall reimburse the extra cost to PS&S.
Completion and Delays
• Any time estimate is not a guarantee of completion date and is subject to revision without liability to PS&S.
• If it becomes necessary in PS&S’s judgment to adjust this completion due to production or construction material shortages or for the purpose of orderly reconciliation or conflicts in manufacturing, or job site work scheduling or for other reasons, PS&S may do so without liability.
• It is also understood that PS&S shall not be responsible for any delay or default by reason or causes beyond PS&S control, including, but not limited to acts of God, acts of public enemy, acts of federal, state, or local government in their various capacities, fires, floods, inclement weather, epidemics, quarantine restriction, strikes, lockouts, embargoes, car shortage, or delays of subcontractors or Supplies due to such causes. PS&S reserves the right to alter prices as a result of any of these conditions.
• The Customer will provide 115 V.A.C. power Service for use by PS&S while installing the equipment. Customer will bear any utility costs while on job site.
• Any expenses incurred, as a result of changing Specifications or requirements, will be added to the quoted price.