Terms & Conditions
INTRODUCTION
The Terms and Conditions of Sale set forth herein constitute the full and final expression of the contract for the sale of parts and/or equipment (hereinafter referred to as Equipment) by Rohrig Heavy Equipment (hereinafter referred to as "Seller") to the Buyer (Seller and Buyer collectively referred to as, "Parties"), and supersedes all prior quotations, purchase orders, correspondence or communications whether written or oral between the Seller and the Buyer. THE CONTRACT FOR SALE OF THE PARTS OR EQUIPMENT ("CONTRACT") IS EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS OF SALE STATED HEREUNDER. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY BUYER ARE REJECTED UNLESS EXPRESSLY AGREED TO IN WRITING BY SELLER. No contract shall exist except as hereunder provided.
COMPLETE AGREEMENT
No amendment or modification hereto nor any statement, representation or warranty not contained herein shall be binding on the Seller unless made in writing by an authorized representative of the Seller.
INFORMATION
1. The Buyer shall provide Seller with all necessary information to proceed with the order, including but not limited to Buyer’s shipping and billing address as well as acceptable method of payment.
2. Unless otherwise specified in Seller’s tender, all drawings and/or pictures and particulars of weights and dimensions submitted therewith shall be construed as being approximate only.
PRICES
All prices are quoted in U.S. Dollars and are subject to change without notice. For existing orders, the price of the unshipped portion of an order will be the price in effect at time of shipment.
TAXES
The price does not include any taxes. Buyer shall be responsible for the payment of all taxes applicable to, or arising from the transaction, the Equipment, Parts, its sale, value, or use.
TERMS OF PAYMENT
1. Acceptance of all orders is subject to the Buyer meeting Seller's payment requirements. Payment information for purchase of parts and equipment must be provided in process or complete any order. Payment will be processed upon shipment of Buyer’s complete order.
SHIPMENT AND ROUTING
1. Seller shall deliver Equipment to Buyer FCA Seller’s facility or warehouse (Incoterms 2010). Buyer shall pay all delivery costs and charges associated with their order. Partial deliveries are permitted. Delivery times are approximate and are dependent upon prompt receipt by Seller of all information necessary to proceed with the order without interruption. If Equipment delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, Buyer shall so notify Seller within ten (10) days after receipt.
CONCEALED DAMAGE
1. The Buyer must unpack orders immediately and, if damage is discovered must: (a) notify the Seller in writing of any apparent damage within seventy-two (72) hours of delivery.
WARRANTY
1. Equipment
All equipment and parts are sold ONLY with the limited warranty of the original manufacturers of the products. THE MANUFACTUER’S WARRANTIES ARE EXCLUSIVE AND IN LIEU OF AND ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR IMPLIED, LIMITED OR FULL, INCLUDED WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE MANUFACTURER’S LIMITED WARRANTY IS THE SOLE WARRANTY WITH RESPECT TO THE PRODUCTS.
2. Engine or Manufacturer Warranties
The manufacturer’s written warranty covering engines, power equipment, generator units or other equipment is available with each unit. Warranty on purchases of these items and others will be subject to the express terms and conditions as provided by the manufacturer warranty. Buyer will be provided with copies of said warranty provision on these items prior to and at completion of sale. Acceptance and determination of warranty claims lies solely with the Engine Manufacturer and not Seller.
3. The remedies provided hereunder are the Buyer’s exclusive remedies for any failure of Seller to comply with its warranty obligations. Manufacturer’s warranties are limited solely and exclusively to repair or replacement of engine or parts, including removal and reinstallation according to the terms of the original manufacturer’s warranty and do not include any liability for any incident consequential or other damage of any kind whatsoever. The warranties do not cover parts or accessories that fail due to abuse, misuse, neglect, alterations, or accident or misapplied in applications for which they were either not designed or not approved by the manufacturer. Correction of any defect or nonconformity in the manner and for the period of time provided above shall constitute complete fulfillment of all such liabilities of Seller whether the claims of the Buyer are based in contract, tort (including negligence), strict liability and alternative tort remedies or any other theory of law with respect to or arising out of the Work furnished or performed hereunder.
CHANGES
Buyer may request changes in its order and, if accepted by Seller, the price, schedule and other pertinent provisions of the Contract shall be adjusted by written agreement of the parties prior to implementation of the change.
INTERPRETATION
The validity, construction and performance of the Contract shall be governed by and interpreted in accordance with the laws of the State of West Virginia without application of its choice of law rules.
WAIVER
No waiver of any of the terms of the Contract shall be valid unless in writing and signed by authorized representatives of both Parties.
Except as otherwise provided, the failure of either Party to insist upon strict adherence to any provision of the Contract on any occasion shall not be construed as waiver of any right to insist thereafter upon strict adherence to that provision or any other under the Contract.
SEVERABILITY
If any provision of the Contract shall be held to be invalid prohibited or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions of the Contract or affecting the validity or enforceability of such provision.
LIMITATION OF SELLER 'S LIABILITY
THE REMEDIES OF THE BUYER SET FORTH IN THIS CONTRACT ARE EXCLUSIVE AND ARE ITS SOLE REMEDIES FOR ANY FAILURE OF SELLER TO COMPLY WITH ITS OBLIGATIONS HEREUNDER.
NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY, IN NO EVENT SHALL SELLER BE LIABLE IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR DAMAGE TO PROPERTY OR EQUIPMENT OTHER THAN EQUIPMENT SOLD HEREUNDER, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF PRODUCTS, COST OF CAPITAL, CLAIMS OF CUSTOMERS OF THE BUYER OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, REGARDLESS OF WHETHER SUCH POTENTIAL DAMAGES ARE FORESEEABLE OR IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL CUMULATIVE LIABILITY OF SELLER ARISING FROM OR RELATED TO THIS CONTRACT WHETHER THE CLAIMS ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE PRICE OF THE EQUIPMENT OR TECHNICAL ASSISTANCE ON WHICH SUCH LIABILITY IS BASED.
ALL SELLER LIABILITY SHALL END UPON EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, PROVIDED THAT BUYER MAY CONTINUE TO ENFORCE A CLAIM FOR WHICH IT HAS GIVEN NOTICE PRIOR TO THAT DATE BY COMMENCING AN ACTION OR ARBITRATION, AS APPLICABLE UNDER THIS CONTRACT, BEFORE EXPIRATION OF ANY STATUTE OF LIMITATIONS OR OTHER LEGAL TIME LIMITATION BUT IN NO EVENT LATER THAN ONE YEAR AFTER EXPIRATION OF SUCH WARRANTY PERIOD.
THIS ARTICLE SHALL PREVAIL OVER ANY CONFLICTING OR INCONSISTENT PROVISIONS IN THIS CONTRACT.