TERMS & CONDITIONS OF SALES
TERMS AND CONDITIONS OF SALE OR RENTAL
This Terms and Conditions of Sale or Rental (“Agreement”) applies to the undersigned customer’s (“Customer”) purchase or lease of goods, equipment or products (“Product” or “Products”) from Precision Products, LLC, a Kentucky limited liability company (“Precision”), as designated on the associated order ticket (the “Sales Order”).
1. SCOPE AND PRICE QUOTES. Every Sales Order placed with Precision is conditioned on and confirms Customer’s acceptance of these terms and conditions. The terms and conditions set forth herein apply to any other transactions between Customer and Precision in which a written Sales Order and/or Agreement fail to be signed. Written price quotes by Precision will remain open for acceptance for the number of days stated in the price quote. Unwritten price quotes shall not be binding on Precision.
2. DELIVERY. Precision’s delivery dates are approximate. Precision will maintain delivery schedules as closely as possible, but all advance shipping dates are best estimates only. Precision will not be liable for delays in delivery, nor shall Precision be liable for other defaults in performance which arise from causes beyond Precision’s control, including, without limitation, force majeure events. Precision assumes no liability for loss or consequential damages due to delivery delays. Unless otherwise stipulated by the parties, delivery of the Products to the Customer or Products returned to Precision shall be made FOB Destination. The Customer has the duty to inspect all Products, including any special order configurations, upon delivery or pick-up.
3. CREDIT AND SECURITY AGREEMENT. All Customer purchases must be paid in cash, unless an authorized Precision representative authorizes a credit sale in writing. If credit is extended to Customer, payment terms shall be in accordance with the Sales Order and in no case will be longer than net twenty (20) days from invoice. Precision may extend or deny credit to Customer, in the sole and absolute discretion of Precision. If Customer desires payment terms from Precision, it agrees to fully and truthfully execute Precision’s Credit Application. In connection with the extension of credit, Precision may require one or more of the following to secure payment: a security deposit, delivery of an irrevocable letter of credit, and personal guaranty(s). This Agreement and the Sales Order create a purchase money security interest in the Products and shall constitute a security agreement for all purposes under the Uniform Commercial Code. Precision retains a purchase money security interest in the Products, including all additions, accessions, and accessories to and replacements thereof, to secure performance of all Customer’s financial obligations. Precision is authorized to file a financing statement or any additional documents necessary to perfect its purchase money security interest in said Products. If Precision approves credit for a particular Sales Order, it does not require that Precision extend credit for subsequent Sales Orders.
4. CUSTOMER PAYMENTS; INTEREST CHARGE. All payments must be in U.S. currency. No discount will be granted for advance payment. Precision shall be entitled to set-off, offset and deduction for prior debt balances in Customer’s account. Customer shall not withhold or set off from any amounts due to Precision for any amounts claimed to be owed by Precision to the Customer for any reason whatsoever. If total payment is not made on or before the specified due date, the Customer agrees to pay service charges on all overdue sums owing to Precision at the rate of one percent (1%) per month until the date on which payment is made in full.
5. TAXES. Prices do not include foreign or domestic sales, use, excise or similar taxes. Consequently, in addition to prices specified herein, the amount of any present or future sales, use, excise or other general or specific tax, import or export tariffs, duties or penalties or other governmental charges fixed or imposed by any lawful authority(s) upon or applicable to the production, sale, shipment, delivery, rental or use of the Products sold hereunder shall be added to the price and be paid by the Customer, or in lieu thereof, Customer shall provide Precision with a tax exemption certificate acceptable to the taxing authorities. If any such tax is paid by Precision, Customer shall reimburse Precision upon presentation of invoice.
6. CANCELLATION. Cancellation of all or part of a Sales Order through no fault of Precision will only be permitted if such cancellation is signed by an authorized Precision representative, which cancellation may be granted in the sole and absolute discretion of Precision. Under no circumstances shall a cancellation be permitted if received less than 30 days before the scheduled delivery date. If cancellation is agreed to by Precision, the Customer may be subject to a charge for any special work performed.
7. RETURNS. No Product may be return without Precision’s prior written consent, which consent may be withheld by Precision in its sole discretion. No returns will be accepted for special order Products. Returns must be shipped prepaid by the Customer in the original boxes and packaging materials, unless otherwise approved by an authorized Precision employee. Customer must enclose a packing slip or note containing his name, address, phone number and description of the problem with any returns. All returns are subject to a minimum fifteen percent (15%) restocking charge. Freight and transportation charges for returned Products shall be the responsibility of the Customer.
8. OPERATIONAL AND SAFETY RESPONSIBILITY. The Customer is required to completely read and understand all operational guidelines and safety warnings provided by the manufacturer. The Customer agrees to rely upon the manufacturer’s customer service departments, websites, social media, and other manufacturer literature for purposes of training, instruction and operating. Precision only provides limited initial training with respect to the Products. Precision may provide more extensive training, performed on a fee basis. Additionally, Customer must read the Product specifications and limitations prior to purchase. The Customer, and not Precision, bears the risk that a Product does not satisfy the Customer’s specific expectations or demands. Any calibration of a Product is guaranteed to be within manufacturer specifications as of the time a Product leaves Precision. The Customer assumes the responsibility to maintain the calibration accuracy thereafter and releases Precision of all liability if the calibration is disturbed.
9. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. Precision does not provide any express or implied warranties for the Products. The Customer shall look to the manufacturer’s warranty policy as specified in the sales literature and/or in the instruction manual in effect at time the order is placed. THE FOREGOING STATES PRECISION’S ENTIRE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDIES, RELATING TO THE USE OR PERFORMANCE OF THE PRODUCTS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE PRODUCT, ACCOMPANYING DOCUMENTATION AND MATERIALS ARE PROVIDED “AS-IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND BY PRECISION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. Precision’s liability is limited to servicing or adjusting any returned Products and replacement of any defective parts during the manufacturer’s warranty period. Precision shall not be responsible, obligated, or liable for any injury or damage resulting from an application or use of the Products, either singly or in combination with other products. PRECISION SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PRODUCTS OR ARISING OUT OF ACCEPTANCE OF THE SALES ORDER.
10. ATTORNEYS FEES; INDEMNIFICATION. If suit or other proceedings shall be brought against the Customer for recovery of the purchase price or any unpaid balance or the breach by Customer of any term of this Agreement, Customer shall pay to Precision, in addition to any damages provided by law, reasonable attorneys’ fees and costs of collection. Customer agrees to indemnify and hold Precision harmless from and against any and all causes of action, claims, damages, charges, complaints, liabilities, obligations, costs, losses, debts, and expenses suffered by it which directly or indirectly result from, relate to, arise out of, or are attributable to: (a) any inaccuracy in any representation or breach of any warranty contained herein by Customer; (b) any failure by Customer to perform or observe, or to have performed or observed, in full, any covenant, agreement or condition to be performed or observed by it under this Agreement; or (c) any unauthorized use of, or changes to, the Products.
11. RENTAL TERMS. If the Customer is renting Products from Precision: (a) the first month’s rent and security deposit shall be due in advance or at time of delivery, and subsequent rental payments are due in full on the first day of each monthly rental period; (b) the Customer bears the risk of loss/damage to the rented Products beginning with the time of delivery and ending at the time the Products are returned to Precision; (c) the Customer shall carefully inspect the rented Products at time of delivery or pick-up and agrees to inform Precision of any damages or performance issues with the rented Products at the time of return to Precision; (d) the Customer shall keep the Products insured in an amount equal to the value stated on the Sales Order; (e) title to the Products shall at all times remain with Precision; (f) if the Customer breaches any provision of this Agreement, Precision reserves the right to terminate the rental agreement and recover the Products at any time, including the right to enter the Customer’s premises; (g) the Customer shall use the Products in compliance with all manufacturer instructions and agrees to carefully read and abide by all safety warnings; (h) the Customer shall not make any modifications to the Products; and (i) if the Customer has rented a GPS unit, it agrees to use the related data device provided by Precision to stream data only directly related to the GPS. Any data used to connect to another device will be charged to Customer at the cellular carrier’s then current rate.
12. PRODUCT MODELS AND SPECIFICATIONS. The goods offered by the manufacturers represented by Precision change from time to time and Precision may not carry all manufacturer goods at all times. Customer acknowledges that models may be discontinued at any time without prior notice and replacement parts may not always be or remain available. Precision has no obligation to retain previous offerings or to incorporate modifications to Products sold previously.
13. USE OF DATA. Customer shall treat as confidential all drawings and data submitted by Precision pertaining to price, size, and design. Customer shall not give or show such drawings or data to others under any circumstances, unless specifically approved by an authorized Precision employee. All such drawings and data shall remain Precision’s property.
14. NOTICE. Any notice sent to Precision shall be sent to Precision Products, 1420 Hugh Ave, Louisville, Kentucky 40213. Precision shall provide notice to the Customer at the address listed on the Sales Order.
15. GENERAL. This Agreement and the Sales Order shall be governed by and construed in accordance with and governed by the law of the state of Precision’s accepting office, as if it were executed and performed entirely within the State of Precision’s accepting office and shall be construed to be between merchants. Any assignment of the Agreement and Sales Order or any rights or obligations thereunder by Customer without the prior written consent of Precision shall be void. Except as expressly provided to the contrary in writing, the provisions of the agreement between Customer and Precision are for the benefit of the parties hereto and not for any other person. No waiver by Precision of any breach of any provision of the Agreement or Sales Order will constitute a waiver of any other breach. The terms and conditions set forth herein and in the Sales Order contain all the representations, stipulations, warranties, agreements and understandings with respect to the subject matter of the agreement between the Customer and Precision, and its execution has not been induced by any representation, stipulation, warranty, agreement or understanding (including any course of prior dealings between the parties hereto) of any kind other than those set forth above. No waiver, modification, or addition to these terms and conditions, or any assignment of Customer’s rights or obligations hereunder, shall be valid or binding on Precision unless in writing and signed by an authorized Precision representative. A Sales Order may not be modified except in writing by an authorized employee. Precision reserves the right to correct clerical errors.