1. Governing Provisions. All sales by Pivot Point, Inc. ("Seller") are made subject to the following terms and conditions of sale. Seller objects to any additional or different terms contained in any purchase order or other communication previously or hereafter provided by buyer to Seller. No such additional or different terms will be of any force or effect; and buyer's placement of any order for goods to be provided by Seller constitutes buyer's unconditional acceptance of the following terms as the entire agreement between buyer and Seller with respect to the purchase and sale of such goods. THE FOLLOWING TERMS AND CONDITIONS, AND ANY CONTRACT FOR THE SALE OF GOODS BY SELLER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS.
2. Prices. All prices and minimum order requirements are subject to change without notice; and the price of products on order but unshipped will be adjusted to the price in effect at the time of shipment. All products are bulk priced and bulk packaged unless otherwise specified.
3. F.O.B. - All shipments are made FOB Hustisford, WI., and freight is billed either Freight Collect, 3rd Party or Prepay and Add.
4. Shipping Tolerance. Pivot Point reserves the right to over or under ship the order quantity of all non-stock items by 10% as a result of our production process unless otherwise directed at the time an order is placed.
5. Cancellation; Returns. No order may be cancelled or altered by the buyer except upon terms and conditions acceptable to Seller, as evidenced by Seller's written consent. No products ordered may be returned without Seller's written permission, and in compliance with the terms of any such permission. If a return for a stock item is accepted and return is not because of an error by the seller, a restocking fee will be applied.
6. Clerical Errors. Seller reserves the right to correct all clerical errors in any quotation, order acknowledgement or invoice.
7. Delivery and Delay; Shortages. All quoted delivery dates and/or periods are approximate. Delivery periods shall commence when buyer shall have provided complete specifications and/or applicable documents required to effect shipment. Title and risk of loss or damage in transit shall pass to buyer upon delivery of products to a carrier at Seller's premises. Seller reserves the right to make delivery in installments; and all such installments, when separately invoiced, shall be paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve buyer of its obligations to accept remaining deliveries. Seller shall not be liable for any damage as a result of any delay due to any cause beyond Seller's reasonable control, including but not limited to any act of God, act of buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, shortage, delay in transportation, or delayed delivery by suppliers. In the event of any such delay, the time for delivery shall be extended for a period equal to the time lost by reason of the delay. Claims for shortages or other errors must be made in writing to Seller within five (5) days after receipt of shipment; and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by buyer.
8. Storage. If Buyer requests that shipment of products be delayed for a period of more than (15) days, Seller may store such products at the buyers risk in a warehouse or yard or upon Seller's premises; and the buyer shall pay handling, transportation and storage charges at the prevailing commercial rates upon submission of invoices therefore.
9. Payment. Unless otherwise provided on the face of this form, payment is due within 30 days after the date of invoice. A finance charge of 1-1/2% PER MONTH will be computed and added to all past due accounts. Annual percentage rate is 18% but in no event higher than the maximum allowed by law.
10. Taxes. Buyer shall bear the cost of all import duties, manufacturer's tax, retailer's occupation tax, use tax, sales tax, value added tax, excise tax, duty, or charge of any nature whatsoever imposed on or measured by the transaction between Seller and buyer in addition to the prices quoted or invoiced; and in the event Seller is required to pay any such tax, duty or charge, buyer shall immediately reimburse Seller the amount so paid.
- Products purchased from Seller may be manufactured by third parties, which may or may not provide a warranty to the purchasers of their products. Seller agrees, upon request by buyer, to assign to buyer any and all such warranties, without recourse. Seller warrants that all products manufactured by Seller and supplied hereunder will conform to the specifications and drawings submitted by buyer, and that such goods will be manufactured and inspected in accordance with the generally accepted practices of companies in the business of manufacturing industrial fasteners. Unless dimensions are limited by a specific tolerance, commercial tolerances will apply. Seller warrants that all products manufactured by it and supplied hereunder shall be free from defects in materials and workmanship for a period of 1 month from the date of shipment. If, within such period, any such product shall be proved to Seller's satisfaction to be defective, such product shall be repaired or replaced at Seller's option. Such repair or replacement shall be Seller's sole obligation and Buyer's exclusive remedy hereunder, and shall be conditioned upon Seller's receiving written notice of any alleged defect within 10 days after its discovery and, at Seller's option, return of such products to Seller, F.O.B. its factory.
- Any description of the product, whether in writing or made orally by Seller or Seller's agent, are for the sole purpose of identifying the product and shall not be construed as an express warranty. Any suggestions by Seller or Seller's agent regarding use, application or suitability of the product shall not be construed as an express warranty unless confirmed to be such in writing by Seller.
Exclusion of Consequential Damages and Disclaimer of Liability.
Except as otherwise agreed in writing, Seller's liability with respect to the products sold hereunder shall be limited to the warranty provided in Section 10 hereof, and, with respect to other performance of this contract, shall be limited to that part of the contract price allocable to the product (or part thereof) that gives rise to the claim.
- SELLER SHALL NOT BE SUBJECT TO ANY DISCLAIMS: (1) ANY OTHER OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT, (2) ANY OBLIGATIONS WHATSOEVER ARISING FROM TORT CLAIMS (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ARISING UNDER OTHER THEORIES OF LAW WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO, AND (3) ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.
- Without limiting the generality of the foregoing, Seller specifically disclaims any liability for penalties (including administrative penalties), special or punitive damages, damages for lost profits or revenues, cost of any product recall, loss of use of products or any associated equipment, cost of capital, facilities or services, downtime, shutdown or slowdown costs, or for any other types of economic loss.