BST North America - GENERAL TERMS & CONDITIONS OF SALE
1) Definition of Terms Used
The Seller is defined as BST. The Buyer’s name is defined in the quotation, Buyer’s purchase order, or Seller’s Order Acknowledgement. Equipment outlined in the quotation may be referred to as “goods”. Shipment refers to the date the Equipment leaves the Seller’s factory or parts warehouse. The names Eltromat, and AccuWeb that may be used in a quotation, are trademarks and products of BST GmbH and BST North America.
2) Price and Delivery Terms
The Price and Delivery Terms are shown as specified in the Quotation or Order Acknowledgement. All prices shown are either in US $ or €uro.
Unless otherwise specified in the Quotation or Order Acknowledgment, all orders less than $8,000 USD is due net-30, upon notification of shipment. Seller reserves the right to modify these payments terms.
Unless otherwise specified in the Quotation or Order Acknowledgement, all orders $8,000 USD and over, a minimum of 30% down payment is required at the time the Purchase Order is issued. The remaining 70% is due in two progress payments; 60% due prior to shipment, the remaining 10% due upon of shipment, net-30. Seller reserves the right to modify these payments terms.
3) Confidentiality
Buyer shall not disclose to third parties any drawings, specifications, estimates, price quotations, or any other documentation regarding the Equipment and quotation. These materials are either copyrighted or a confidential part of the purchase agreement between the Buyer and BST.
4) Acceptance of an Order
A quotation or a Buyer’s purchase order does not constitute an accepted order by BST. An accepted order is either countersigned by an officer of BST North America, or a Purchase Order Acknowledgement is sent to the Buyer.
5) Delivery
Seller cannot give a firm delivery date; however, upon receipt of Buyer’s order, and upon acceptance of the order, Seller can quote an approximate shipment date and issue the Order Acknowledgement after receipt of the applicable down payment and completion of technical clarifications. Seller’s delivery period commences upon issuance of Seller’s Order Acknowledgement. Delivery occurs when Seller places the goods in the possession of a carrier for shipment to Buyer or when Seller notifies Buyer of readiness to ship, whichever occurs first. Partial delivery is permissible.
6) Payment
Payment shall be made in accordance with the terms of the Sellers Order Acknowledgement and unless otherwise specified, all payments are due net-30 days unless otherwise specified on the quotation, Order Acknowledgement, and/or invoice. An interest charge of 5% per month will be charged for late payments. Buyer shall not set-off against the purchase price any disputed claim against Seller which has not been established by a court of competent jurisdiction. Standard payments are by check drawn on a US Bank, ACH or wire transfers. Taxes and any Tariffs are the sole responsibility of the Buyer as well as interest costs or additional fees associated with payments. Payments made by credit cards will be charged an additional 3.14% processing fee (reviewed and adjusted annually, mid-year), which is charged to the Seller by the credit card companies. The terms of payment will be at the discretion of the Seller and are subject to change based on the payment and credit history of the Buyer.
7) Warranty
BST standard warranty is 12 months from the date of shipment from the factory. Any modification to this will be specified in the quotation or order acknowledgement. Seller’s liability hereunder is limited solely to the cost of the replacement parts and is not liable for labor, taxes (if any), and transportation costs. Seller is not responsible for consequential, actual, or any other damages claimed by the buyer.
Seller warrants that any replacement part shall be free from defects for a period of 3 months from the date of shipment from the factory or warehouse or the expiration of the original warranty period, whichever is greater. If any strobe bulbs are used in the equipment purchased, they have a reduced limited warranty of 6 months from date of Shipment.
Not-withstanding anything contained herein to the contrary, for this warranty to be effective, Seller must receive written notification of the warranty claim within the warranty period. The foregoing is in lieu of all warranties and liabilities whether statutory, expressed, or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and workmanlike service.
8) Special Conditions
Seller shall not be liable for any damages or claims whatsoever, including liability for personal injury or property damage arising out of the operation, storage, or transportation of the goods if Buyer (i) removes or in any way modifies safety devices or warning labels supplied with the goods; or (ii) fails to operate the goods and Equipment in accordance with the instructions supplied by the Seller. In addition, the warranty for the goods, Equipment, and replacement parts provided by Seller shall be void if the Buyer removes any of safety devices, labels or fails to operate the goods in accordance with the instructions provided by the Seller.
9) Consequential and/or Actual Damages
Seller shall not be liable, directly, or indirectly, in contract, tort or otherwise, for damages or delay, downtime, loss of use, loss of revenue, personal injury, death or property damage.
10) Limitation Period
Any legal action against Seller shall be brought within one (1) year from the date of shipment or the action shall be forever barred.
11) Cancellation
A cancellation fee amounting to a minimum of 50% of the Equipment purchase price will be applied to all orders that are cancelled after receipt of the Buyer’s purchase order and down payment.
12) Default
Should Buyer be in default or breach any of these Terms and Conditions or fail to make any payment in accordance with the terms of the Seller’s Order Acknowledgement, Seller has the option to declare immediately due and payable any unpaid balance of the purchase price. In the event of non-payment Seller reserves the right to suspend the supply of goods and add any costs incurred in the recovery of the amount outstanding to the final balance. All payments which are past due shall be subject to a service charge of 5% per month. Buyer shall pay all costs of collection, including a reasonable attorney’s fee, if incurred. Any relaxation or indulgence granted to the Buyer by the Seller shall not be deemed in any way waiver of, or to prejudice the rights of the Seller.
13) Applicable Law
These Terms and Conditions shall be construed in accordance with and is subject to the laws and rules of the State of Wisconsin. Jurisdiction and venue of any legal action regarding this transaction must be filed exclusively with the Wisconsin Court of Claims.
Further: With the purchase of this Equipment or Parts, the Buyer warrants that what is purchased will not be exported to or for the use in Russia, Belarus, or any other countries that shipments are prohibited by the United States, Germany or any European Union country. If the Buyer resells or exports the Equipment or parts to or for the use in one of these countries, BST North America has the right to terminate the contract, withhold all monies paid, and BST will immediately contact the appropriate authorities.
14) Force Majeure - Excuse for Nonperformance
In no event shall the Seller be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or Acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.
Seller shall also not be responsible for any delay or failure to make delivery of all or any part of the goods due to federal, state, or local actions, regulations, laws, or the inability to obtain raw materials, labor, supplies, or any other circumstance beyond Seller’s control which prevents, hinders, or makes commercially impracticable the manufacture or delivery of the goods; any of which shall excuse Seller from performance under these Terms and Conditions and Seller’s Order Acknowledgement.
15) Security Agreement
Buyer grants and conveys unto Seller a Security Interest in the goods until the purchase price has been fully paid. If requested by the Seller, Buyer shall execute all documents necessary to timely perfect said Security interest. \
16) Entire Agreement
These Terms and Conditions and Seller’s Order Acknowledgement represent the entire agreement between the parties and control over any inconsistencies with Buyer’s Purchase Order. Buyer’s Terms and Conditions are not part of this contact or purchase agreement.
No modification of these Terms and Conditions or Seller’s Order Acknowledgement shall be valid and effective unless in writing and signed by all parties. The invalidity of one provision shall not affect the validity of the remaining provisions.