“Seller” means Beaver Machine Corporation. “Buyer” means the person or organization purchasing the Equipment (as defined below) from Seller.
The “Equipment” means the products being purchased by Buyer from Seller that: (a) are identified in the quotation provided by Seller to Buyer, whether such quotation was provided in writing or was conveyed orally (the “Quote”); and/or (b) that have been ordered by Buyer.
CONFLICTING TERMS. To the extent terms on a Quote or Invoice (as defined below) conflict with these Terms and Conditions of Sale, the order of precedence shall be: (1) the Invoice; (2) the Quote; and (3) these Terms and Conditions of Sale.
PRICE AND PAYMENT. The Buyer agrees to pay the Seller for the Equipment net 30 days of the date of the invoice, which Seller sends to Buyer upon shipment of the Equipment (the “Invoice”). Any unpaid account or balances due after such date shall bear interest at a rate of 0.75% per month. Buyer agrees that its obligation to pay all charges and pay and perform all other obligations shall be absolute, irrevocable, unconditional and independent and shall be paid or performed without abatement, deduction or offset of any kind. No defect in, unfitness of or any inability of Buyer to use the Equipment shall relieve Buyer from its obligation to pay the charges or from any other obligations. The Buyer agrees to pay all taxes, duties or government levies resulting from any transactions under this Agreement.
Seller will make the Equipment available at the location set forth in the Quote. Buyer shall be solely responsible for delivery and transportation of such Equipment, including transportation of the Equipment from the applicable location to the destination. Buyer shall pay any and all freight, handling and similar charges incurred in connection with this Agreement, including without limitation all charges relating to the delivery and return of the Equipment. If Seller makes shipping arrangements in accordance with Buyer’s shipping instructions, Seller shall not be responsible for any loss or damage other than loss or damage arising from the negligence of Seller. Under all circumstances, Buyer will be responsible for damage caused to or incurred by the Equipment once Seller makes the Equipment available at the location set forth in the Quote for shipping.
TERMINATION AND AMENDMENT. This Agreement cannot be cancelled or terminated except by Seller. No guarantees or modifications of any order, or of this Agreement, will be binding on the Seller unless in writing and signed by an authorized representative of the Seller.
UNCONDITIONAL OBLIGATIONS. Seller shall not be responsible to Buyer or anyone claiming through Buyer for any damages, direct, consequential or otherwise, resulting from the delivery, installation, use, operation, performance or condition of any Equipment, or any delay or failure by Seller in delivering and/or installing any Equipment or performing any service for Buyer.
CONDITION OF EQUIPMENT. Failure of the Buyer to object in writing to the condition of the Equipment within 14 days after Seller makes the Equipment available for pick up by Buyer or Buyer’s agent or contractor (e.g., a carrier) shall constitute Buyer’s acknowledgement that the Equipment has been accepted and found to be in good, safe and operable condition. In the event of Buyer’s written objections within the 14-day period, Seller shall, at its option, and as Buyer’s sole remedy: (a) place the Equipment in good, safe, operable condition within a reasonable time; (b) replace the Equipment; or (c) cancel this Agreement by written notice and provide a refund to Buyer of all charges paid upon return of the Equipment if requested by Seller.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. Buyer hereby acknowledges that Seller has not made and does not make, and expressly waives, any representation, warranty, express or implied, as to any matter whatsoever including, without limitation, the condition, merchantability or fitness for any particular purpose of the Equipment.
NON WAIVER. Seller’s failure at any time to require strict performance by Buyer of any provision of this Agreement shall not waive or diminish Seller’s rights to demand strict performance of this Agreement or of any other provision. None of the provisions of this Agreement shall be held to have been waived by any act or knowledge of Seller, but only by a written instrument executed by Seller and delivered to Buyer. Waiver of any default shall not be a waiver of any other subsequent default.
SELLER’S LIABILITY. In no event shall Seller be held responsible for injury, delays or damage resulting by reason of the use, possession, storage, operation, transportation, maintenance or condition of said Equipment, or by reason of delays on the part of railroads or trucking companies in making delivery or loss or damage to Equipment in transit, or from strikes or other contingencies beyond Seller’s control. In no event whatsoever shall Seller’s liability under or in connection with this Agreement exceed in aggregate the sum of the amounts received by Seller from Buyer under this Agreement.
Any notice required to be made or given in connection with this Agreement shall be made or given in writing and may be made or given by personal delivery, by registered mail or by electronic mail addressed to the other party’s address as indicated on a Quote or Invoice.
These Terms and Conditions of Sale, together with any terms contained in a Quote, constitute the entire agreement of Seller and Buyer (the “Agreement”). If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the provisions will remain valid and enforceable. This agreement will be binding upon and shall inure to the benefit of the parties hereto, their respective successors and permitted assigns. This Agreement shall not be assigned by the Buyer without the prior written consent of the Seller, and any attempted assignment in violation of this Agreement shall be null and void. Headings are provided for convenience only, not for interpretation of this Agreement. Seller and Buyer are independent contractors and neither Seller nor any operator of the Equipment shall be deemed to be the agent, servant or employee of Seller for any reason or purpose.
DISCLAIMER OF GEOGRAPHICALLY ASSIGNED LOCKS. Lock numbers are assigned with due regard for the security of our operators; however, due to global/internet reselling of our equipment we are unable to guarantee exclusivity in any specific geographic area.