Sellers Terms & Conditions
These terms and conditions of sale define the relationship of Seller (Fleet Engineers) and Buyer and apply to all sales of goods by Seller to Buyer. These terms and conditions are incorporated in, and are a part of, each quote, purchase order, order acknowledgement, invoice, release, requisition, work order, shipping instruction, specification and any other document, written or electronic, relating to the sale of goods. All orders are expressly conditioned on Buyer’s assent to Seller’s sales and credit terms only. Any contrary terms and conditions appearing on Buyer’s request for quotation, purchase order or contract are rejected. Buyer waives any right to object to Seller’s terms and conditions. Buyer’s assent to Seller’s terms and conditions shall be evidenced by acceptance of any shipment. Seller’s failure to object to terms contained in any communication from Buyer shall not be deemed to be a waiver of Seller’s terms and conditions.
Seller’s current terms and conditions are as follows:
All prices are subject to change without notice. This price list supersedes and cancels all previous price lists. Prices are F.O.B. shipping point. Prices do not include foreign or domestic sales, use, excise or similar taxes. In addition to the prices specified by Seller, the amount of any present or future sales, use, excise or other general or specific tax, or imports, duties or penalties or other governmental charges shall be added to the price and paid by Buyer or, in lieu thereof, Buyer shall provide Seller with a tax exemption certificate to Seller and the taxing authorities.
Minimum order is $100 net USD for Continental US. Alaska, Hawaii, and outside Continental US – $150 net USD. Orders less than the minimum net will not be accepted.
Seller will accept only paid phone calls. Seller will NOT accept responsibility for errors made in telephoned or oral instructions. To avoid any errors, a confirming purchase order must be mailed, faxed or e-mailed to Seller.
Terms of Payment:
Terms are net thirty (30) days. A 2% monthly carrying charge will be added to all past due accounts, beginning the thirty-first (31st) day from date of invoice. Shipments can be made cash in advance prior to credit approval. All invoices are payable in U.S. funds. Buyer shall pay from invoice. If invoices are not paid within sixty (60) days, Buyer’s account will be placed on credit hold.
Buyer may not cancel any order without Seller’s prior written approval and Buyer shall pay Seller’s charges for expenses incurred and work performed by Seller or Seller’s subcontractors or suppliers plus Seller’s lost profits.
Shipment will be made F.O.B. at Seller’s facility at which time risk of loss shall pass to Buyer. Seller reserves the right to select means and route of shipment if specific instructions are not included with order, and Buyer waives any right it may have to notification of shipment. Seller may in its discretion make partial shipments. Shipments weighing 200 lbs. or less, dependent upon product size, will be made via package carrier (FedEx, UPS or US Mail). All package shipments are charged a $3.00 handling fee per package. A special handling fee may be added to all package carrier requested shipments over 200 lbs. All shipments weighing more than 200 lbs., or are restricted by size for package carrier delivery, will be made via motor truck unless otherwise specified. Seller will endeavor to ship merchandise within the specified time; however, Seller does not guaranty delivery.
Risk of Loss and Deliver Title:
Liability for loss or damage passes to Buyer on delivery. Delivery of goods by the Seller to the carrier at the F.O.B. shipping point constitutes delivery to Buyer. Title to goods shall pass to Buyer subject to Seller’s right of stoppage in transit to secure payment of the purchase price for the goods.
Seller shall not be liable for any delay in performance or for non-performance, in whole or in part, caused by the occurrence of any contingency beyond the control of Seller or Seller’s suppliers, including but not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or agency thereof affecting the terms of this contract, judicial action, labor dispute, accident, fire, explosion, flood, storm or other Act of God, shortage of labor, fuel, raw materials, tools, dies or equipment or technical failure. Any such delays shall excuse Seller from performance, and Seller’s time for performance shall be extended for the period of delays and for a reasonable time thereafter. In no event shall Seller be liable for direct, indirect, special, incidental or consequential damages for any delay or non-performance.
Multiple Shipments – Separate Contracts:
If the contract provides for, or if Seller elects to make, multiple shipments or deliveries, each such shipment or delivery shall be construed as a separate sale. Buyer agrees to accept and pay for each such shipment or delivery. Should Buyer fail to accept and pay for each shipment or delivery, Seller may, without prejudice to any other lawful remedy, (a) defer further shipments or deliveries until acceptance thereof by Buyer or until payment is made by Buyer, (b) at its sole discretion and without liability whatsoever, terminate this contract as to any unaccepted or undelivered portion thereof, as well as any other outstanding contract with Buyer and (c) recover from Buyer any expenses and losses sustained by Seller.
Shortages or errors made in filling an order must be reported to Seller within five (5) days of delivery or Seller will not be obligated to correct them. Before claiming a shortage, Buyer must verify that no containers were received in damaged condition.
Loss or Damage:
For orders shipped F.O.B. origin freight collect, any claims must be filed by the consignee direct with the carrier. Freight may not be refused by Buyer. Buyer shall verify that the correct number of pieces is received prior to signing the freight bill. Buyer shall note on the freight bill any visible damage to pieces received.
Inspection and Acceptance:
Buyer will have 3 days from delivery to inspect goods for defects and nonconformity and to notify Seller in writing of any defects or nonconformity or rejection of the goods. After this period, Buyer will be deemed to have irrevocably accepted the goods if not already accepted. After acceptance, Buyer will have no right to reject the goods for any reason or revoke acceptance.
Claims and Allowances:
Seller shall not be liable for manufacturing defects for goods which pass without objection in the trade under the contract description or for goods which are of fair average quality. Claims of any kind or nature, except for latent defects, are specifically barred unless made in writing by registered mail within sixty (60) days after delivery to Buyer. Seller’s limit of liability for defective merchandise shall be the difference in value on contract date of delivery between goods specified and goods actually delivered. The limit of Seller’s liability for non-delivery shall be the difference, if any, between the contract price and the fair market price on the contract date of delivery of the goods to be delivered. IN NO EVENT SHALL SELLER BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR ANY DELAY OR NON-PERFORMANCE.
All returned goods must have an authorization number assigned by Seller. Items returned for credit will be subject to a 20% restocking charge and must be returned FREIGHT PREPAID. No items for return will be accepted beyond twelve (12) months from date of shipment, or if an overstock situation exists at the time of request. Customer must supply Seller with invoice number and purchase order number from which shipment was made. ONLY CURRENT MODEL PARTS IN SALEABLE CONDITION WILL BE ACCEPTED. If Seller accepts an unauthorized return, it will be subject to a 25% restocking charge.
Custom/Special Order Overruns:
Overruns on custom and/or special order merchandise of up to 5% of the quantity ordered shall constitute an acceptable delivery.
Seller may cancel this contract in the event of Buyer’s breach. Seller may also cancel this contract on occurrence of any of the following: insolvency of Buyer; filing by Buyer of a voluntary petition of bankruptcy; filing of an involuntary petition to have Buyer declared bankrupt; appointment of a receiver or trustee for Buyer; execution by Buyer of an assignment or composition arrangement for the benefit of creditors; filing of a voluntary or involuntary petition for corporate reorganization of Buyer; or initiation by any party for any other proceeding involving Buyer as debtor under the Bankruptcy Act, as amended. In the event of any cancellation under this paragraph, Seller, without prejudice to any other rights available to it for breach of this contract, shall have the right: (i) to refuse to deliver any additional goods; (ii) to recover from Buyer the contract price of all goods delivered and for freight, storage, handling and other expenses incurred by Seller, including costs and attorney fees; or (iii) to sell elsewhere and charge Buyer with any resultant damages.
Warranty – General:
Seller warrants to Buyer all goods, if properly installed, used only for uses and in the manner recommended by Seller, and not damaged from any external cause, against defective workmanship and material for the warranty period specified in the specification sheet for each item, provided that any defect has not been made or attempted by parties other than Seller. EXCEPTION: CHROME PLATING IS NOT GUARANTEED OR WARRANTED. See Returned Goods section for specific instructions. Seller’s warranties extend to Buyer and to no other person.
Limitation of Warranty:
No claim under the above warranty shall be honored unless (i) it is submitted to Seller in writing within sixty (60) days after discovery and within the warranty period, and (ii) Buyer shall cease to use the goods and give Seller a full written report supporting its claim. If Seller finds the equipment to be defective, Seller will repair or replace it without charge and bear the cost of transportation for the defective goods. Except as provided by this paragraph, Seller shall not be liable for any labor, transportation or other expense required to replace or repair defective goods nor in any event for any direct, indirect, special, incidental or consequential damages arising out of or occasioned by a defect or failure of any goods sold to Buyer, nor for any loss arising from the use or resale thereof. SELLER PROVIDES NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE GOODS CONTAINED IN THIS CONTRACT.
Warranty – Chrome Plating:
Seller does NOT warrant chrome plating on products.
Limitation of Damages:
Seller’s liability with regard to the goods and/or this contract for any claims, costs, damages, losses, and expenses for which it is or may be legally liable, whether arising in negligence or other tort, contract, or otherwise, shall not exceed the price for the goods. IN NO EVENT SHALL SELLER BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY OF THE PROVISIONS OF THIS CONTRACT.
Limitation of Remedies/Action:
Buyer’s exclusive remedies with respect to the goods shall be the repair or the refund of the purchase price, or replacement of defective goods, whichever Seller chooses in its sole discretion. No action can be brought by Buyer more than one year from the date of delivery of the goods to Buyer.
If any merchandise shall be sold by Seller to meet Buyer’s particular specifications or requirements and is not part of Seller’s standard line offered to the trade generally in the ordinary course of Seller’s business, Buyer agrees to indemnify, defend, protect and hold Seller harmless against any and all suits at law or equity and from any and all loss, damage, claims and demands for actual or alleged infringement of any United States or foreign patents, and to defend any suit which may be brought against Seller for any alleged infringement because of the sale of the merchandise ordered by Buyer. In the event Buyer fails to defend Seller, Buyer shall be responsible for all of Seller’s attorney fees, costs of defense, expert witness fees and other litigation related expenses.
In the event Seller seeks to enforce any of the terms and conditions hereof, Seller shall be entitled to collect Seller’s reasonable attorney’s fees and expenses.
This contract is binding upon and inures to the benefit of the parties and the successor and assigns of the entire business and goodwill of Seller or Buyer, but will not otherwise be assignable by Buyer; except that Seller may assign the proceeds of this contract. Nothing in this contract shall inure to the benefit of or be deemed to give rise to any rights in any third party.
This contract is made and to be performed in Muskegon, Michigan. Unless otherwise specifically agreed, this contract and any dispute thereunder shall be governed by the laws of the State of Michigan. Buyer agrees that venue for any case or enforcement action shall be strictly limited to and exclusive jurisdiction shall be in courts located in Muskegon County, Michigan or the United States District Court for the Western District of Michigan.
These terms and conditions contain the entire agreement between Seller and Buyer with respect to the matters contained herein and may not be modified except by a writing signed by Seller and Buyer.
For further information or questions, contact Fleet Engineers:
Our normal sales desk hours are 8:00 a.m.- 5:00 p.m. EST.
Fax (24 Hours): 231-777-2720
Address: 1800 E. Keating Avenue,
Muskegon, MI 49442-6189 U.S.A.