Sales Agreement Terms and Conditions

1. Shipping

Unless otherwise set forth in writing, all prices, quotations, shipments and deliveries by Machinery Partner are F.O.B. from the point of shipment.

2. Price

In no event is Buyer authorized to setoff or deduct any amounts from the amounts owed Machinery Partner, unless specifically authorized in writing by Machinery Partner.

3. Taxes

Any tax which Machinery Partner may be required to pay or collect through assessment or otherwise under any existing or future law upon or with respect to the sale, purchase, delivery, transportation, storage, processing, use or consumption of any equipment, including without limitation, taxes upon or measured by receipts from sales or services, shall be for the account of Buyer and may be added to the amount due from Buyer. Buyer shall promptly pay the amount thereof to Machinery Partner upon demand but may, in lieu of such payment, furnish tax exemption certificates acceptable to the appropriate taxing authorities to Machinery Partner.

4. Shipping Delays

Machinery Partner shall not be liable for shipment delays, or any loss or damage while in transit by the common carrier or thereafter, and all claims therefore shall be made immediately by Buyer to the carrier.

5. Damages

If any equipment arrives at Buyer’s destination in a defective or damaged condition or a shortage occurs, Buyer shall immediately report that to the delivering carrier and to Machinery Partner. Unless otherwise expressly agreed by Machinery Partner, claims respecting the condition of equipment, compliance with specifications or any other matter affecting equipment shipped to Buyer must be made promptly after Buyer becomes aware and no later than the expiration of the warranty period. In no event shall any equipment be returned, reworked, scrapped, or otherwise disposed of by Buyer without the express written authorization of Machinery Partner.

6. Events beyond our control

Machinery Partner shall not be liable for any delay in or impairment of performance resulting in whole or in part from fire, floods or other catastrophes, acts of God, severe weather conditions; strikes, lockouts or labor disruption; pandemics, wars, riots, embargo delays, raw material market conditions, the inability to procure supplies or raw materials; or shortages of transportation equipment, fuel or labor; or any other circumstance or cause beyond the reasonable control of Machinery Partner.

7. Warranties

As and if permitted by the original equipment manufacturer, Machinery Partner will pass through such manufacturer’s warranties to Buyer. EXCEPT FOR THE MANUFACTURER’S EXPRESS WARRANTIES WHICH MACHINERY Partner MAY PASS THROUGH TO BUYER, MACHINERY Partner MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR DESIGN OR NON-INFRINGEMENT.

8. User’s responsibilities

Notwithstanding anything to the contrary, Machinery Partner’s aggregate liability in connection with these terms and conditions and related orders, including the sale or provision of any equipment or related good or service, regardless of the form of action giving rise to such liability (whether in breach of warranty, contract, negligence, strict liability or any other theory in contract, tort or otherwise), shall not exceed the amount actually paid by Buyer to Machinery Partner for the specific equipment, good, or service giving rise to the claim. IN NO EVENT SHALL MACHINERY Partner BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR COST OF COVER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. All remedies of Buyer shall be limited exclusively and in lieu of any and all other remedies to those contained in these terms and conditions. In some states, the foregoing disclaimers and limitations of liability may not be applicable to buyers.

9. Arbitration of a dispute

These terms and conditions and orders shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. Disputes arising under these terms and conditions or any order shall be exclusively conducted under arbitration as described below or brought in the state or federal courts of the Commonwealth of Massachusetts. Formal proceedings will be submitted to the American Arbitration Association (“AAA”) in Boston, Massachusetts for arbitration pursuant to the AAA’s then current rules of commercial arbitration by a single arbitrator in Boston, Massachusetts.  Subject to the other provisions of this Section, either Party may initiate arbitration of any dispute by giving written notice to the other Party of the commencement of arbitration proceedings.  Within ten calendar days after receipt of notice initiating arbitration, each Party shall select, from a list of arbitrators provided by the AAA, the arbitrator.  If Parties are unable to agree on the arbitrator, the arbitrator shall be selected by AAA.  The expenses of the arbitration including the arbitrator’s fees and the AAA administrative fees shall be paid by the Parties (or a Party) based on the relative fault of the Parties, as determined by the arbitrator. The award by the arbitrator shall be final and binding.  If the arbitration provision in this Section is found to be unenforceable or not to apply for a given dispute, then the proceeding must be brought exclusively in the state or federal courts of the Commonwealth of Massachusetts.  Notwithstanding anything to the contrary, either Party may go directly to court to file for interim, equitable, or other relief in connection with confidentiality or intellectual property matters.

10. Legality of this agreement

If any provision of these terms and conditions are held to be illegal, invalid or unenforceable, such provision shall be fully severable and these terms and conditions shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part of it and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

11. Signature of This Agreement

Machinery Partner’s acceptance of any order and/or delivery of any equipment is expressly subject to Buyer’s assent to each and all of the terms and conditions set forth in these terms and conditions. Buyer’s assent to these terms and conditions shall be conclusively presumed from Buyer’s acceptance of all or any part of the equipment ordered. No addition to or modification of these terms and conditions shall be binding upon Machinery Partner unless an authorized officer of Machinery Partner agrees to such terms in writing. 

12. Revisions and Errata

These terms and conditions constitute the entire agreement between Buyer and Machinery Partner with respect to the subject matter described, including any order and the equipment. No addition to or variations from such terms and conditions, whether contained in Buyer’s purchase order, any shipping release or elsewhere, shall be binding unless expressly agreed to in writing by an officer of each Party.

13. Effective Date of This Agreement

This Sales Agreement is effective as of January 4th, 2021.

Last updated: July 25th, 2022