TERMS AND CONDITIONS OF SALE
The following terms and conditions of sale (these “Terms and Conditions”), are agreed to by Superior Machine & Tool, Inc. (“Superior” or “Seller”) and the entity purchasing goods from Seller (“Buyer”). Seller’s acceptance of any order is subject to these Terms and Conditions. No contrary, additional, or different terms, provisions, or conditions shall be binding on Seller unless accepted by Seller in writing.
COMPLETE AGREEMENT: This document represents the full and final agreement of the parties regarding these Terms and Conditions.
MODIFICATION: Buyer understands and agrees that (a) no modification or waiver of these Terms and Conditions shall be effective unless made by an authorized representative of Seller in writing addressed to Seller and specifically referring to these Terms and Conditions; (b) no course of action on the part of Seller shall be deemed to modify these Terms and Conditions; and (c) No conditions stated by “Buyer” in its offer or acceptance shall be binding on “Seller” if in conflict with, inconsistent with, or in addition to, “Seller" terms and any subsequent delivery of Goods shall not constitute a modification or waiver of these terms.
ACCEPTANCE OF TERMS OF SALE: By use of our website you agree to our Legal and Privacy Policies. You certify, represent, and warrant that all purchases made by employees/agents of your organization utilizing your account number are authorized purchases of your organization. You acknowledge and agree that it is your responsibility to verify and maintain the protection, security, and distribution of your account number, user names, and passwords associated with purchasing from “Seller”. Furthermore, you expressly agree that all liability relating to password management resides with you and your organization and that under no circumstances, including negligence or misconduct, shall “Seller” be liable for any damages that result from the use of our website. You acknowledge that your purchasing rights and privileges may be modified at any time upon notice from “Seller”. Orders are accepted on the basis of terms of sale in effect at the time the order is received and approved by the "Seller” at "Seller’s" Main Offices. Acceptance of any products delivered hereunder by "Seller” or any of its Affiliates or Assignees shall constitute “Buyer’s” agreement to said Terms of Sale as set forth herein or found on our website.
COMMERCIAL CREDIT ACCOUNT TERMS: Credit is conditional upon determination by “Seller” each time an order is received. Unless otherwise agreed to in writing, upon approved credit, standard terms of payment shall be 30 Days from date of invoice. A 3% monthly service charge may be added on invoices not paid when due. Returned checks and electronic payments are subject to $15.00 charge. If "Buyer" fails to fulfill these terms or if "Seller" at any time has any doubt as to "Buyer's" financial responsibility, "Seller" may demand immediate full payment, terminate the contract, and decline to make further deliveries. In Seller’s sole and absolute discretion, cash payments or security satisfactory to Seller may be required by Seller before future deliveries of Goods are made by Seller. Any indebtedness owing from "Buyer" to "Seller" can be set off and applied by "Seller" and associated companies on any indebtedness at any time from time to time either before or after maturity or demand. "Buyer" agrees to pay any collection cost incurred to collect delinquent amounts, including attorney's fees. For commercial accounts, the Buyer authorizes the Seller to investigate the credit history of the Buyer and that of the principals of the business applying for the account by obtaining information from Seller’s bank, trade references, and commercial and consumer credit reporting companies. Any person requesting a commercial account on behalf of Buyer confirms that it is a valid business entity and that said person is authorized to enter into this agreement on its behalf and acknowledges receipt of a copy of these Terms and Conditions.
TERMS OF PAYMENT / BILLING OPTIONS: The purchase price for the goods sold shall be as shown on the face of the invoice, FOB Seller’s place of business, unless otherwise agreed to in writing by the parties. The purchase price shall be payable in United States currency in accordance with the terms outlined in the invoice. All invoices rendered in accordance with the agreed terms which are not paid within 30 days shall be subject to interest at the rate of 3% per month from the date of the invoice until it is paid.
CREDIT BALANCE: "Buyer" agrees that any credit balance issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any credit balance remaining will be subject to cancellation, and "Seller" shall have no further liability.
QUOTATIONS/PROPOSALS: Quotations/proposals are valid for 30 days. Buyer’s acceptance of any proposal or quotation, however, shall not result in a contract of sale, and Seller shall not be bound by any invoice, until such invoice has been approved by a duly authorized representative of Seller.
SALES TAX: Seller is required to charge state and local tax on items which sales tax exemption certification have not been provided, or does not apply. All taxes assessed to any order are the responsibility of Buyer. When ordering, please indicate Tax exemption and provide certification, or does not apply. "Seller" is also required to charge GST (goods and services tax) / HST (harmonized sales tax) on products shipped to Canada. In the event that Buyer either fails to pay the tax or other charges as agreed above, fails to provide a valid exemption certificate, or tax exemption status is determined ot be invalid by the tax authority, Buyer agrees to indemnify and hold Seller harmless from any liability and expense by reason of Buyer’s failure. Such indemnification shall include, but not be limited to, attorneys’ fees and/or other legal expenses relating to such failure and Buyer shall be responsible to pay any tax, interest and penalty, assessed by the authority.
AVAILABILITY/PRICING OF GOODS SOLD: All Goods are subject to prior sale, and therefore, all Goods ordered/sold are subject to availability and confirmation of the order price. If Seller discovers an error in the price or availability of any Goods ordered, Seller shall inform Buyer of this error as soon as possible and give Buyer the option to reconfirm the order at the correct price, substitute, or cancel the order for a refund. Prices and specifications are subject to change by Seller without notice. Goods have been carefully checked for accuracy, errors and omissions occasionally occur and therefore are subject to correction. Seller is not responsible for typographical or photographic errors, and reserves the right to refuse any order with or without reason.
INSPECTIONS: Any inspection of goods agreed to by the parties will be made at Seller’s location, Manufacturer’s plant, or other source of supply and must be made before shipment. Any goods not rejected by "Buyer" before shipment will be deemed accepted.
SHIPPING/DELIVERY: All shipping and freight costs are the responsibility of the Buyer and are not included in the Goods pricing. Seller will assist Buyer in arranging transportation for LTL/freight shipments. All Goods are sold FOB Seller’s place of business, unless otherwise agreed to in writing. Buyer is responsible for providing a valid shipping address. Buyer shall bear all risk of loss with respect to the Goods from the moment the Goods are delivered to the carrier. Orders cannot be cancelled after they are delivered to the carrier. Additional fees may apply to cover regulatory crating, oversized shipping needs, and customs paperwork requirements. Unless prior arrangements have been approved in writing, all Goods are required to be removed or shipped within 30 days of purchase. Goods left beyond the 30 day time allowed will be subject to storage fees. In some cases, shipping charges may be less than or greater than Seller’s actual cost to process and ship. Most orders are shipped UPS. Seller also uses various carriers for different regions. Items that are drop shipped directly from manufacturers may take longer, so items ordered together may not always arrive in the same box or on the same day. Buyer may request shipping using Buyer vendors and charged to Buyer accounts. Buyer will provide Seller with preferred vendor and account numbers and authorizes Seller to ship using this information when requested by Buyer.
DELIVERY UPGRADE: Seller may upgrade shipping method on qualifying orders at the customer's request (additional charges may apply). The upgrade will apply if the order is received by Seller before the applicable cut-off time on an operating business day.
DAMAGED OR LOST SHIPMENTS: UPS, Fed-Ex Ground, other package carriers & Prepaid Truck Shipments (Seller Carrier):Check your order immediately upon arrival. If your shipment is damaged or short, have it noted by the carrier on the delivery receipt. Without this proper notation, you accept it at your own risk. All shortages and damages must be called into Superior Machine & Tool at 1-800-822-9524 or emailed to customerservice@superiormachinetools.com within 5 calendar days of receipt. Keep damaged goods and containers for carrier inspection.
Truck Shipment (when you select the carrier): Check your order immediately upon arrival. All damages must be noted on delivery receipt. All damages and shortages must be called in to the trucker you chose within 5 calendar days of receipt. All damaged containers and merchandise must be kept for your trucker to inspect. At that time, you will file a claim with your trucker.
USA Shipments: We provide same day UPS shipping for orders placed by 4:00PM E.S.T. for all in stock items at a Superior Machine & Tool shipping facility. Unless otherwise stated, “Buyer” will be responsible for any freight cost associated with the delivery of product to its destination and will be pre-paid and added to Buyer’s invoice. Any extra or additional charges or services rendered in transit or at the destination will be the responsibility of “Buyer”. All shipments will be F.O.B our Warehouse, the Factory or the Vendor for items that are drop shipped. All truck shipments will ship via Seller Carrier pre-paid and added to Buyer’s invoice unless otherwise specified at time of order. Shipment and delivery dates are estimates only, and are not guaranteed.
International Shipments: We provide same day shipping for orders placed by 3:30 PM E.S.T. for all in-stock items. Machinery and large shipments over 150 lbs. are subject to LTL standards. We offer drop shipments to the buyer's customer with no reference to “Seller” on the packing slip or shipping label. We are restricted from shipping certain hazardous items into Canada. Other restrictions may apply. We reserve the right to select other carriers as necessary. We shall not be liable for any injury, loss, damage, or delay in delivery resulting from the handling or use of the goods after or during such delivery. Shipment and delivery dates are estimates only, and are not guaranteed. Seller is not liable for delays due to carrier delay or import processes.
RETURNS: Except as otherwise provided, Seller offers full refunds for items within 30 days of date of shipment. All merchandise must be returned in its original condition. Any claims for discrepancies in shipment must be made within 5 days of receipt of merchandise. C.O.D. returns will not be accepted. Shipping charges for returned items must be prepaid. No return of altered or etched items. A re-stocking charge may be applied at the sole discretion of Seller. Refunds will be made to the original form of payment. A replacement of the same, or similar, product or promotional credit for the value of the item may be issued at the sole discretion of the seller. Refund requests received after the 30 day period may be accepted at the sole discretion of the Seller.
CLAIMS: All claims MUST be made within 5 days of receipt. To expedite service please refer to our shipper or invoice number. Damages incurred in commercial shipments must be claimed through the common carrier.
SALES: PRE-OWNED EQUIPMENT AND MACHINERY: Buyer understands that the Goods described herein have been used or owned by persons other than Seller. Buyer is warned and acknowledges that such Goods may bear or contain hazardous chemicals or other hazardous materials which may be or may become, by chemical reaction or otherwise, directly or indirectly hazardous to life, to health, or to property (by reason of toxicity, flammability, explosiveness or for other similar or different reasons during use, handling, cleaning, reconditioning, disposal, or at any time after the Goods leave the possession and control of Seller). Buyer does hereby discharge Seller from any and all liability directly or indirectly resulting from the presence of the aforementioned chemicals or materials, including and not limited to any and all liability directly or indirectly resulting from the failure of Seller to give more specific warning with respect to individual Goods or substances or from the inadequacy of any warning.
DISCLAIMER OF WARRANTIES: All sales are final and all Goods are purchased by the Buyer “AS IS” and “WITH ALL FAULTS.” Goods are guaranteed to arrive in working order, but do not come with an extended warranty period. Seller makes no representation or warranty, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or any other matter with respect to the Goods. Seller does not warrant that equipment conforms to any plans or specifications of Buyer. Seller further does not warrant that Goods meet the requirements of federal, state, or local laws, regulations, or ordinances. Any affirmation of fact or promises made by Seller shall not be deemed to create an express warranty that the Goods shall conform to such affirmation or promise. Any descriptions, samples and specifications with respect to goods offered for sale herein are not warranted by Seller to be accurate or complete. If a model or sample was shown to Buyer, such model or sample was used merely to illustrate the general type and quality of goods sold by Seller and not to represent that the Goods would necessarily conform to such model or sample. Any description is for the sole purpose of identifying the Goods and no affirmation, promise, description, sample or model shall be deemed part of the basis of the bargain. Seller strongly recommends that Buyer conduct an onsite inspection of the Goods sold hereunder. Seller shall not be responsible for the consequences of Buyer’s failure to inspect the Goods or for any inaccuracies, insufficiencies, or omissions in such descriptions, samples and/or specifications. The employees, representatives, agents, or affiliates of Seller are not authorized to make any statement or representation as to the quality, character, size, condition, quantity, etc. of the goods offered for sale inconsistent with these Terms and Conditions. Any such statements made will not be binding on Seller or be grounds for any subsequent claim.
DISCLAIMER OF LIABILITY: Buyer acknowledges that the Goods sold herein may be dangerous if improperly used. Purchaser acknowledges that it must contact the original manufacturer to obtain up-to-date installation and operation manuals and other information to insure the safe operation of Goods. Seller will not be responsible for any loss or injury resulting from defects or alleged defects in the Goods sold or from the subsequent use of items. Seller agrees to defend any suit, action or cause of action brought against Seller, its directors, officers, employees, and other agents and representatives by any person based on any such alleged injury, illness, or damage and to pay all damages, costs and expenses including, but not limited to, attorneys’ fees or legal expenses in connection therewith or resulting therefrom.
INDEMNIFICATION: Buyer hereby agrees to defend, indemnify and hold harmless Seller, its directors, officers, employees, agents, and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, penalties, obligations and expenses, including attorneys’ fees and expenses and other professional fees and expenses, incurred or suffered by such person arising from, by reason of, or in connection with any loss, damage or injury to person or property arising from, by reason of or in connection with the Goods sold hereunder. This indemnification shall survive delivery of the Goods to Buyer and any subsequent sale or other transfer of the Goods to a third party.
INSURANCE AND SAFETY RULES: Buyer shall not move, load, transport or otherwise handle the Goods on Seller’s premises without first having obtained insurance coverage satisfactory to Seller. Such insurance shall include “Workers Compensation,” employer’s liability, public liability (bodily injury, property damage and contractual liability) and automobile liability (bodily injury and property damage) insurance. Certificates of insurance evidencing the aforementioned insurance coverages shall be furnished to and shall be approved by Seller. Buyer shall comply with Seller’s warehouse safety rules and regulations.
FORCE MAJEURE: Seller’s ability to ship the Goods may be affected in case of an act of force majeure, such as an act of God, war, sabotage, accidents, riots, fire, explosion, flood, strike, lockout, injunction, inability to obtain fuel, power, raw materials, labor, containers or transportation facilities, accident, breakage of machinery or apparatus, national defense requirements, or any other cause beyond the control of Seller. Seller shall have no liability for the failure to ship or deliver goods in the event of such force majeure and Seller’s obligation to complete the delivery of Goods shall be suspended during such force majeure event and for a reasonable period of time thereafter; provided, however, that these Terms and Conditions shall otherwise remain in effect.
LIMITATION OF DAMAGES: Seller’s liability with respect to Goods sold to Buyer shall be limited to refunding any payments made by Buyer with respect to (1) Goods returned to and accepted by Seller or (2) with respect go Goods ordered but not shipped by Seller upon Seller’s cancellation of the invoice. In no event shall Seller be liable for incidental, special, or consequential damages, lost profits, or any expenses of Buyer, including, but not limited to shipping costs.
ASSIGNMENT: Buyer may not assign its rights or delegate its performance in whole or in part under any invoice without prior written consent of Seller and any attempted assignment or delegation without such consent will be void.
GOVERNING LAW: All invoices and these Terms and Conditions shall be governed in accordance with the laws of the State of Michigan. The parties agree that venue for any claim or controversy arising from or relating to invoices, these Terms and Conditions or the performance or breach thereof shall be exclusively laid and limited to the state circuit courts of Michigan.
REPAIR: Seller is not obligated to do any repair work or modification upon the Goods prior to sale or delivery. Any repair work or modifications performed by Seller on the Goods prior to sale shall be performed as a result of the sole request of Buyer using designs and instructions provided by Buyer. Accordingly, Seller shall not be liable for any alleged damages caused by or resulting from the repairs or modifications. Seller gives no warranty, express or implied, as to the quality, merchantability, workmanship or any other matter with respect to any such repairs or modifications.
SEVERABILITY: If any provision of the invoice or these Terms and Conditions is determined illegal or unenforceable, it shall not affect the enforceability of any other provision of the invoice or these Terms and Conditions.
FEES AND COSTS: In the event any party institutes legal proceedings to enforce its respective rights arising out of the invoice and these Terms and Conditions, the prevailing party shall be entitled to the award of attorneys’ fees and court costs, plus cost of executing, enforcing, and/or collecting any judgment at all trial and appellate levels.
PROMOTIONAL AND ADVERTISING MATERIAL: Customer authorizes "Seller", its affiliates or representatives, to send e-mails or faxes, of any kind, including but not limited to correspondence, promotional and advertising material, to "Buyer" or its affiliates. Customer may opt out of future promotional and advertising material sent by Seller, it’s affiliates, or representatives by following the instructions at the bottom of any e-mail or contacting us at customerservice@superiormachinetools.com with a request to opt out of promotion and advertising material.
TERMS OF SALE ARE SUBJECT TO CHANGE WITHOUT NOTICE. CURRENT TERMS AVAILABLE AT: https://superiormachinetools.com/pages/terms-conditions/ or by request via e-mail to customerservice@superiormachinetools.com
Last Revised: October 2020