4
TERMS AND CONDITIONS OF SALE
1.
Parties
.
“Seller” means
BW Manufacturing, Inc.
“Buyer” means any entity or individual purchasing goods from Seller.
2.
Terms and Conditions of Sale
.
These Terms and Conditions of Sale define the relationship of Buyer and Seller and apply to
all sales of equipment (including, but not limited to Shotblasters, Scarifiers, Diamond Grinders/Polishers, Concrete Dust Collection
Systems, and Trailers), components incorporated into equipment, parts, supplies, materials or other personal property (individually
and collectively,
“Equipment”) by Seller to Buyer. Buyer acknowledges and agrees that these Terms and Conditions of Sale are
incorporated in, and are a part of, any contract of sale and each quotation, purchase order, invoice, and any other document relat-
ing to the sale of Equipment by Seller to Buyer (these documents are collectively referred to as the
“Agreement”).
3.
Quotation Expiration
.
Written quotations signed by Seller are valid for a period of 30 days unless otherwise noted by Seller.
4.
Pricing
.
Prices for Equipment and other related information shown in any Seller product publication, including but not limited to
catalogs, brochures, and websites, are subject to change without notice. Prices do not include related freight charges, use tax,
sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental au-
thority unless otherwise expressly noted by Seller.
5.
Taxes
.
Prices quoted do not include (and Buyer shall pay) all taxes and fees of any kind that may be levied or imposed on ei-
ther party by federal, state, municipal, or other governmental authorities in connection with the sale or delivery of the Equipment
by Seller.
6.
Terms of Payment
.
Unless Buyer has obtained credit approval from Seller, payment is due and payable to Seller in cash on
completion of Seller
’s delivery obligation (COD). For Buyers with credit approval, any amounts due by Buyer to Seller that are
unpaid on or after 30 days of Seller
’s invoice will bear interest at the simple interest rate of 2 percent (2%)
per month or the maxi-
mum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above will not constitute a waiv-
er by Seller of any rights and remedies in connection with a default by Buyer. Buyer will pay all court costs, attorney fees, and
other costs incurred by Seller in collecting past-due amounts, including interest. If shipment or delivery of Equipment is delayed by
or at the request of Buyer, payment will remain due in full on the original delivery date for Buyers without credit approval or 30
days from the date of Seller
’s invoice for Buyers with credit approval. In either such event, Seller may impose, and Buyer shall
pay, storage charges and other incidental expenses incurred by Seller as a result of the delay in addition to any interest on late
payments as described above.
7.
Security Interest
.
As security for payment of all amounts due to Seller, Buyer grants to Seller a security interest in all Equip-
ment sold by Seller to Buyer, and Seller will have all rights of a secured party under the Uniform Commercial Code with respect to
the Equipment. Buyer appoints Seller as its attorney-in-fact with authority, at Seller
’s option, to take actions as Seller deems rea-
sonable in the circumstance to perfect the above security interest in any one or more jurisdictions, and Buyer shall pay all applica-
ble filing fees.
8.
Limited Express Warranty
. For a period of ninety (90) days from the completion of Seller
’s delivery obligation under this
Agreement, Seller warrants that a limited selection of components manufactured by Seller and incorporated into the Equipment
will be free of defects in material and workmanship. A complete list of components covered under this warranty (
“Warranty Break-
down
”) and is incorporated in its entirety into this Agreement. In the event Buyer has a claim related to the components covered
under this warranty, Buyer shall be bound by the then-current Warranty Breakdown. Buyer
’s sole remedy for breach of this war-
ranty is limited to repair and replacement, within the warranty period, of defective components manufactured by Seller and cov-
ered under this warranty pursuant to the Warranty Breakdown. Buyer is responsible for all shipping costs arising out of any war-
ranty service provided by Seller. SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, WITH REGARDS TO THE EQUIPMENT AND/OR COMPONENTS MANUFACTURED BY SELLER AND INCOR-
PORATED INTO THE EQUIPMENT, WHICH ARE NOT INCLUDED IN THE ABOVE REFERENCED WARRANTY, INCLUDING
THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER ASSUMES FULL RE-
SPONSIBILITY THAT THE EQUIPMENT PURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR
INTENDED USE OF BUYER, AND SELLER MAKES NO REPRESENTATION WITH RESPECT THERETO.
9.
Disclaimer of Third-Party Component Warranties
.
THE SOLE REMEDY AVAILABLE TO BUYER WITH RESPECT TO DE-
FECTS IN THE COMPONENTS MANUFACTURED BY THIRD PARTIES WILL BE AGAINST THE THIRD PARTY MANUFAC-
TURER UNDER ANY APPLICABLE MANUFACTURER
’S WARRANTY TO THE EXTENT AVAILABLE TO BUYER. WITH RE-
GARDS TO COMPONENTS MANUFACTURED BY THIRD PARTIES AND INCORPORATED INTO THE EQUIPMENT, SELLER
MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE COMPONENTS, WHETHER BASED ON BREACH OF
WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
