THESE TERMS AND CONDITIONS, TOGETHER WITH THE TERMS SET FORTH ON OUR QUOTE AND ORDER CONFIRMATION, REPRESENT THE ENTIRE AGREEMENT BETWEEN BEAN’S BEST, LLC AND BUYER. NO OTHER TERMS AND CONDITIONS SHALL HAVE ANY EFFECT UNLESS SPECIFICALLY PROVIDED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OF BEAN’S BEST, LLC. BY ACCEPTING ANY PORTION OF THE GOODS DESCRIBED IN THE QUOTE, BUYER WILL BE DEEMED TO HAVE ASSENTED TO ALL THE TERMS AND CONDITIONS LISTED BELOW. ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS CONTAINED IN ANY DOCUMENTS PRODUCED BY BUYER ARE DEEMED TO BE OBJECTED TO BY BEAN’S BEST, LLC., AND SHALL HAVE NO EFFECT. IF THESE TERMS ARE NOT ACCEPTABLE, THE BUYER MUST NOTIFY BEAN’S BEST, LLC. NO LATER THAN FIVE (5) DAYS AFTER RECEIVING THIS DOCUMENT.
1. Price. Prices listed or quoted are stated in U.S. dollars and do not include sales, use, excise or other taxes, or freight and insurance. Quotations are firm as to price for thirty (30) days. After thirty (30) days, price is subject to modification. Quotations may be modified if changes are made to the amount or specifications of the goods quoted. Any purchase order resulting from a quote is subject to acceptance by Bean’s Best, LLC (the “Company”). Prices do not include taxes, freight, insurance or packaging, unless specified in our quote or Order Confirmation.
2. Delivery. Delivery is FOB shipping point. Buyer shall bear all risk of loss from the point that goods are handed off/delivered to the control of a common carrier at their point of shipment to Buyer. Unless otherwise specified in a document prepared or accepted by the Company, the Company may make partial shipment, and invoice accordingly. Delivery dates are estimates only. Shipping weights are approximate only. Order completion date/time is that of the invoice for completed goods or services, or sign off on delivery, whichever happens first. Jobs are not invoiced until the work being invoiced is completed at the Company.
3. Acceptance. Buyer shall inspect the goods promptly after delivery. If the goods are not acceptable for any reason, Buyer must notify the Company in writing of that fact within five (5) business days after delivery. That notice shall detail all of the reasons that the goods are not acceptable. The Company shall then promptly cause the equipment to conform to the specifications set forth in the quote.
4. Payment Terms and Right to Hold Work. Unless otherwise agreed in writing, invoices are payable within thirty (30) days after invoice date. Past due invoices are subject to a service charge of one and one-half percent (1.5%) per month (18% per year). Extended net payment terms are available at an additional cost to the Buyer, consistent with market costs for open market lending over the same term and at the complete discretion of the Company.
Delivery of any and all orders/goods/services may be held against late or non payment with no incurred damages upon the Company, financial or otherwise. In the event of non-payment triggering a client work hold, any previously agreed upon lead times will be extended by the duration of the hold. Holds will be released within 24 hours of receipt of payment in full for all outstanding bills owed to the Company. All payments are to be made in U.S. dollars. Written communication from the Company will precede work hold in all cases.
5. Limited Warranty. The Company warrants goods shipped to Buyer against defects in materials and workmanship for one (1) year from the date of shipment. The foregoing warranty does not apply if the goods have been damaged by accident, misuse, or modifications made after shipment. All warranty claims must be submitted in writing within the warranty period specifying date of delivery and a detailed description of the circumstances of the failure. Failure to do so will require resubmission of the warranty claim. The exclusive remedy for any breach of warranty shall be repair or replacement of non-conforming goods. Any damages determined to be owing to the Buyer from the Company shall not exceed the purchase price paid by the Buyer for the goods in question.
The foregoing limited warranty extends only to defects in materials and workmanship. All other extraneous costs such as shipping, handling, transportation, travel expenses, etc. must be borne by the Buyer.
EXCEPT FOR THE LIMITED WARRANTY DESCRIBED DIRECTLY ABOVE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES TO BUYER OR ANY OTHER PERSON FOR THE EQUIPMENT INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
BUYER FURTHER AGREES THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE MANUFACTURE OR USE OF GOODS DELIVERED TO BUYER.
This warranty shall be void and shall not apply in the event the Buyer is in default of the payment terms for its purchase of any goods from the Company.
6. Impracticality. The Company shall not be liable for late delivery or any other failure to perform due to acts or omissions of third parties, acts of God, strikes and labor disputes, delays in transportation, late delivery or non-delivery due to shipping delays by component suppliers, public health emergencies, governmental action, or any other circumstances which are beyond the control of the Company.
7. Legal Fees. Buyer agrees to pay a reasonable sum as attorney’s fees for any legal proceedings by the Company to enforce this Agreement or to recover any money due, or to recover possession of any or all of the equipment sold under this Agreement.
8. Cancellation. Canceled orders will be subject to reasonable charges for labor, materials and engineering performed on the order through the date of cancellation, and unless otherwise noted in writing, will be billed at 20% of the original order value including rush fees, if applicable.
9. Product Liability. The Company carries product liability insurance which covers property damage or personal injury resulting from the use or operation of products sold by the Company. Upon request by Buyer, the Company will provide a certificate of such insurance. Buyer agrees that the liability of the Company and the manufacturer of the products sold by the Company for any product liability claim shall be limited to the amount of such insurance coverage, or in the absence of such coverage, $50,000. In cases where the Buyer is in turn re-selling any component or product manufactured or processed by the Company, the Buyer must provide the Company with a certificate of their own product liability insurance, covering any and all components sold or distributed by the Buyer.
10. Priority of Documents. In case of any conflict among the terms of our quotation, our Order Confirmation and these Terms of Sale, The Order Confirmation shall prevail over other documents and these Terms of Sale shall prevail over the quotation. When parts are being produced, the ultimate determination of appropriate delivery of purchased goods shall be the latest revision of the engineering drawing. Buyer is responsible for issuance and notification of all engineering updates in a timely manner so that the Company can confidently and accurately perform requested work without liability.
11. Storage of Completed goods. Unless otherwise agreed upon in writing, the buyer agrees to pickup completed goods within 5 business days of notification of completion. Storage fees are incurred at a rate of $10 per standard size skid per week.
12. General. This transaction shall be governed by Michigan law and any legal action to enforce any claim by a party shall be brought either in Michigan State Court in Washtenaw County, Michigan or in the Federal court for the Eastern District of Michigan. If any of these terms and conditions are found to be invalid, that term shall be enforced to the extent allowed by law, and the remaining terms shall not be affected, but will remain in full force and effect.