Customer PO Terms and Conditions
TERMS AND CONDITIONS OF SALE
The following terms and conditions shall apply to all orders by Buyer for goods and services purchased from Ergotech Group, LLC (“Seller”). By accepting delivery, Buyer agrees to be bound by and accepts these terms and conditions. These terms and conditions supersede the terms and conditions of the Buyer’s Purchase Order. Any provision of the Buyer’s Purchase Order which conflicts with these terms and conditions shall be ineffective and these terms and conditions shall govern unless the Seller shall subsequently agree otherwise in writing.
1. RESERVATION OF RIGHTS
Seller reserves the right to change at any time without notice these terms and conditions.
2. PAYMENT TERMS
a. CREDIT — Credit may be extended to Buyer at Seller’s sole discretion. All Products, Parts and Service Invoices sold on open account are due ‘Net 30 Days’, unless otherwise agreed to in writing at the time of sale. A service charge at the then-current prevailing rate is assessed on delinquent balances. Seller reserves the right to change this rate or the ‘Net 30 Days’ from time to time. Service charges will be assessed monthly. The current rate is 1.5% per month (18% annually). Buyer is responsible for cancellation costs and attorney’s fees associated with collection of monies owed Seller by Buyer. Buyer shall notify Seller in writing of errors contained in invoices within 30 days of issuance. Invoices are deemed correct 30 days following issuance. Credit accounts past due will be placed on hold— pending orders will not be shipped and work-in-process for pending orders will be stopped until account is made current by Buyer.
b. DEPOSIT FOR LARGE ORDERS — For orders from new customers of $20,000 or more, standard terms are: 1/3 deposit with the purchase order; 1/3 payment prior to shipment; and 1/3 payment Net 30 Days. For orders from established customers of $50,000 or more, standard terms are: 1/3 deposit with the purchase order and 2/3 payment Net 30 Days. Credit approval is required for all orders.
All prices quoted and monies due are in U.S. dollars. For non-U.S. customers, payment may be made by certified check, wire transfer or VISA, MasterCard or American Express.
4. DELIVERY & FREIGHT
a. U.S. SHIPMENTS — Unless otherwise negotiated, shipments within the U.S. are shipped FOB ORIGIN. Title passes to Buyer at the Seller's loading dock. Choice of carrier is at Seller's discretion, unless specified by Buyer's purchase order. Freight charges are added to Buyer's invoice, unless Buyer's purchase order specifies carrier routing, notes "freight collect," and includes applicable carrier account numbers and/or billing information.
b. NON-U.S. SHIPMENTS — Unless otherwise negotiated and accepted by Ergotech Group in writing, shipments outside of the U.S. are shipped Ex Works. Title passes to Buyer at the Seller’s loading dock. Transportation costs will be added to Buyers invoice, unless Buyer's purchase order specifies carrier routing, notes "freight collect," and includes applicable carrier account numbers and/or billing information.
c. EARLY SHIPMENTS — Estimated ship dates are sent with order acknowledgements. Seller may ship up to 5 days early, unless requested otherwise on Buyer’s Purchase Order.
d. REPACKING CHARGES — Any Buyer requests to change shipment methods or destinations stated on Purchase Order, or any requests from Buyer for special packaging not stated on Purchase Order, may result in Repacking charges if requests require Seller to repack order.
5. TAXES AND DUTIES
Buyer shall be responsible for all taxes and duties which result from the transfer of title or sale or delivery of the Goods & Services purchased hereunder. Taxes may not be applied if a valid and correct tax exemption certificate is furnished to Seller prior to shipment.
6. CANCELLATION, EXPEDITING, AND LARGE ORDERS
a. STANDARD ITEMS — Standard Items include all stock-keeping units (SKU’s) which do not meet the definition of Custom-configured Items (see 6b below). For Standard items, these terms apply:
• Expediting charges may apply for accelerated delivery schedule
• Cancellation charge of 10% for orders over $20,000 applies
b. CUSTOM-CONFIGURED ITEMS — Custom-configured Items include SKU’s manufactured specifically for Buyer or at Buyer’s request. This includes SKU’s with custom-engineered components, custom product assemblies and configurations, and items painted in non-standard colors. For Custom-configured items these terms apply:
• Order cancellation fee of 70% per unit applies
• Seller may assess engineering fees to cover engineering and development work for customized products requested by Buyer. Work will begin upon receipt of purchase order from Buyer. Customer-driven changes to scope of request once work has begun may result in additional engineering fees.
• A Change Fee of 30% per cancelled unit applies to all reductions in quantity following issuance of initial purchase order
Expediting Charges may apply for accelerated delivery schedules requested by Buyer. Orders changed in any way within 6 weeks of shipment may also incur Expediting Charges.
7. BLANKET ORDERS
Blanket Orders include any order by Buyer to be received in multiple shipments (“releases”).
• Buyer must accept all releases within 6 months of purchase order receipt, unless agreed by Seller otherwise in writing. Units not requested to be shipped by Buyer within 6 months of purchase order receipt will be shipped and invoiced to Buyer immediately following the 6 month deadline. Cancellation and order change fees apply as specified in sections 6a and 6b.
All returns must be labeled with a valid Return Authorization (R/A) number on the outside of packaging. Shipments without R/A numbers will be rejected. R/A numbers may be obtained by calling Seller at 877-523-2767.
a. RESTOCKING FEES —— Standard Items totaling value of $1,000 or less will incur no restocking fee if returned in resalable condition and within 30 days of original shipment. After 30 days of original shipment and with prior approval, a restocking fee of up to 25% will be applied. Standard Items totaling value of more than $1,000 may be returned if in resalable condition and within 30 days of original shipment, and will be subject to a restocking fee of up to 25%.
b. DEFECTIVE ITEMS — Defective items may be returned within limits of the Warranty.
c. CUSTOM-CONFIGURED ITEMS — Non-defective Custom-configured Items are not returnable.
SELLER WARRANTS THAT ITS PRODUCTS WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP WHEN THE TITLE PASSES TO THE BUYER. SELLER WILL REPAIR OR REPLACE (OR ISSUE A PRO-RATED CREDIT IF A SIMILAR PROUDCT IS NO LONGER AVAILABLE), AT ITS DISCRETION, ANY DEFECTIVE PRODUCT WITHOUT CHARGE (SHIPPING CHARGES EXCLUDED) FOR A PERIOD OF: FREEDOM ARM™ 3 YEARS, 200 SERIES ARM LIFETIME, 320 SERIES ARM, FREEDOM MAT 5 YEARS, FREEDOM STAND 5 YEARS, 7FLEX ARM 10 YEARS, 100 SERIES MONITOR MOUNTS LIFETIME, OMNILINK 10 YEARS, VERSASTAND 1 YEAR, VERSAFLEX 1 YEAR, ONE TOUCH 10 YEARS UNIT/PARTS, 2 YEARS MOTOR, FREEDOM E-STAND AND FREEDOM DESK 5 YEARS AFTER THE ORIGINAL DATE OF SALE, UNLESS THE PRODUCT DAMAGE RESULTED FROM NORMAL WEAR AND TEAR, BUYER ABUSE, MISUSE OR NEGLIGENCE OR FAILURE TO FOLLOW INSTRUCTIONS RELATED TO THE PRODUCTS’S INSTALLATION OR INTENDED USE. SELLER MAY REQUIRE PROOF OF PURCHASE BEFORE PERFORMING ANY REPAIRS OR REPLACING ANY PRODUCTS DURING THE WARRANTY PERIOD. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REPAIR OR REPLACEMENT OF THE PRODUCT ORDERED FROM SELLER SHALL BE BUYER’S EXCLUSIVE REMEDY.
10. ONLINE AUCTIONS
Buyer agrees that product purchased from Seller will not be sold at online auction for less than Seller’s suggested retail price, unless clearly marked as “Used” in both auction subject line and descriptive text. Buyer is obligated to inform prospective bidders that Seller’s warranties are voided by sale at online auction and product purchased at online auction may not for any reason be returned to Seller for credit or exchange. Seller reserves the right to refuse to sell to any Buyer discovered to be in violation of these terms.
On any resale of purchased items, Buyer will contractually limit its buyer’s rights and remedies against both Buyer and Seller to the same extent as Buyer’s rights and remedies covered in Warranty and Returns.
12. PERMITS & COMPLIANCE
Seller is not responsible for obtaining any permits, inspections or licenses required for installation or operation of the goods. Seller makes no promise or representation that the goods will conform to any federal, state, local, foreign or other laws, ordinances, regulations, codes or standards.
13. LIMITED LIABILITY
THE ENTIRE LIABILITY OF SELLER TO BUYER FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE DIRECT DAMAGES PROVEN OR AN AMOUNT EQUAL TO THE PURCHASE PRICE OF THE PRODUCTS, WHICHEVER IS LESS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS) SUSTAINED OR INCURRED IN CONNECTION WITH THE PRODUCT. THIS PARAGRAPH SHALL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDY. 14. INSTALLATION Seller does not take responsibility for Buyer’s installation of Seller’s products. Buyer must supply own mounting hardware as required by the particular installation.
15. NON-WAIVER Any failure on Seller’s part to insist upon the strict performance of any term or condition set forth herein shall not be deemed a waiver of any of Seller’s rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or of any other term of this document in the future. No waiver of any condition of this document shall be valid unless in writing and signed by an authorized representative of Seller.
16. PREVAILING LAW
The parties hereto hereby agree that these Terms and Conditions shall be governed by, and construed in accordance with, for all purposes, the laws of the State of Pennsylvania, without reference to its rules concerning conflicts of laws, and further agree that the Pennsylvania State courts or the federal court for the Eastern District of Pennsylvania shall have exclusive jurisdiction to hear and determine any suit instituted under these Terms and Conditions. Each party expressly submits in advance to such jurisdiction in any action or proceeding commenced by the other, hereby waiving personal service of the summons and complaint or other process or papers issued therein, and agrees that service of such summons and complaint, or other process or papers may be made in accordance with the Notice provisions of this Agreement.