Terms & Conditions
TERMS AND CONDITIONS OF SALE
Buyer & Elite Products Group, Inc. agree that the purchase and sale of "Equipment" are made under these terms & conditions, and that Elite Products Group, Inc. shall not be bound by Buyer's additional or different terms. The Buyers placement of its order and purchase of "Equipment" shall constitute acceptance of these terms and conditions. Any order accepted by a sales person or representative of Elite Products Group, Inc. is subject to approval by Elite Products Group, Inc.
These terms and conditions are subject to change at any time without notice.
1. Parties. “Seller” means Elite Products Group, Inc., a Michigan corporation doing business under any of the following names: Elite Products Group, Inc, Elite Products Sales and Marketing, Elite Yard Products, or Elite Metal Tools. “Buyer” means the entity or person submitting the purchase order to Seller.
2. Application. These Terms and Conditions of Sale define the relationship of Buyer and Seller and apply to all sales of equipment, parts, supplies, materials, or other personal property (individually and collectively, “Equipment”) by Seller to Buyer. Buyer acknowledges and agrees that these Terms and Conditions of Sale are incorporated in, and are a part of, each quotation, purchase order, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale of Equipment by Seller to Buyer (these documents are collectively referred to as the “Agreement”).
3. Quotation Expiration. Written quotations are valid for a period of 30 days unless otherwise noted by Seller. Seller will have the right to withdraw any quote that has not been accepted by Buyer within the 30-day time period.
4. Pricing. Prices for Equipment and other related information shown in any Seller or manufacturer product publication, including but not limited to catalogs, brochures, and websites, are subject to change without notice. Prices do not include related freight charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority unless otherwise expressly noted by Seller.
5. Taxes. Prices quoted do not include (and Buyer shall pay) all taxes and fees of any kind that may be levied or imposed on either party by federal, state, municipal, or other governmental authorities in connection with the sale or delivery of the Equipment by Seller with the exception of Seller’s income tax obligations arising out of the sale of the Equipment.
6. Terms of Payment. Unless otherwise specifically agreed in writing by Seller, the total price is due and payable to Seller, without setoff or other deductions or charges, of Seller’s invoice. All invoices are required to be paid in US dollars. Buyer authorizes Seller to process any open invoices on credit cards provided to seller. Elite Metal Tools also reserves the rights to deny payment by credit card if there is suspicion of fraudulent activity. Upon refusal, Elite Metal Tools will offer alternative forms of payment which includes a wire transfer, check, etc.
Any amounts due by Buyer to Seller that are unpaid on or after 30 days of Seller’s invoice will incur a time-price differential of one and a half percent (1.5%) per month. The accrual or payment of any time-price differential as provided above will not constitute a waiver by Seller of any rights and remedies in connection with a default by Buyer. Buyer will pay all court costs, attorney fees, and other costs incurred by Seller in collecting past-due amounts, including time-price differential.
If shipment or delivery of Equipment is delayed by or at the request of Buyer, payment will remain due in full 30 days from the date of Seller’s invoice. In such event, Seller may impose, and Buyer shall pay, storage charges and other incidental expenses incurred by Seller as a result of the delay in addition to any interest on late payments as described above.
7. Security Interest. As security for payment of all amounts due to Seller, Buyer grants to Seller a security interest in all Equipment sold by Seller to Buyer, and Seller will have all rights of a secured party under the Uniform Commercial Code with respect to the Equipment. Buyer appoints Seller as its attorney-in-fact with authority, at Seller’s option, to take actions as Seller deems reasonable in the circumstance to perfect the above security interest in any one or more jurisdictions, and Buyer shall pay all applicable filing fees.
8. Limited Warranty—Disclaimer of Warranties. The warranty obligations of Seller for Equipment sold by Seller will in all respects conform and be limited to the warranty extended by the manufacturer of the Equipment, if transferable. The sole remedy available to Buyer with respect to defects in the Equipment will be against the manufacturer under any applicable manufacturer’s warranty to the extent available to Buyer. TO THE EXTENT THE MANUFACTURER WARRANTY IS NOT TRANSFERABLE TO BUYER, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE EQUIPMENT, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
If Equipment is resold by Buyer, Buyer will include in its agreement for resale provisions that limit recoveries in accordance with the Agreement. In case of Buyer’s failure to include in any agreement for resale the terms providing for such limitations, Buyer will indemnify and hold Seller harmless against any liability, loss, cost, damage, or expense (including reasonable attorney fees) arising out of or resulting from the failure.
IN NO EVENT WILL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THE USE OF DEFECTIVE EQUIPMENT.
BUYER ASSUMES FULL RESPONSIBILITY THAT THE EQUIPMENT PURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OF BUYER, AND SELLER MAKES NO REPRESENTATION WITH RESPECT TO THEM.
9. Delivery. Any delivery dates or other schedule of performance by Seller are approximations, and the sole obligation of Seller with respect to the schedule of delivery or performance will be to use commercially reasonable efforts to deliver the Equipment, or otherwise to perform, consistent with the reasonable demands of its business. In any event, Seller will have no liability to Buyer or any other person for delays in performance due to strikes or labor disputes of any type; accidents, fire, floods, acts of God, or actions by governmental authorities; acts, omissions, or delays of Buyer or any other third party; shortages of labor; or without limitation of the above, for any causes reasonably beyond the control of Seller.
10. Title of Goods and Risk of Loss. Title to and risk of loss or damage to the Equipment will pass to Buyer on delivery by Seller F.O.B. (a) Seller’s facility, (b) Seller’s supplier’s facility when Equipment is shipped directly from the manufacturer, or (c) as otherwise specifically indicated in the Agreement. Seller retains a security interest and right of possession in the "Equipment" until Buyer makes payment in full. Buyer authorizes Seller to execute and file financing statements and any other required documents necessary to perfect Seller's security interest in the products sold hereunder until payment of the purchase price has cleared Seller's bank.
11. Inspection and Acceptance. Buyer will have five (5) days from the date of delivery to inspect the Equipment for defects and nonconformance and to notify Seller, in writing, of any defects, nonconformance, or rejection of the Equipment (other than defects or nonconformities due to damage, shortage, or errors in shipping that will be reported as set forth below). Claims for shipping damage, errors, or shortages must be made in writing to Seller no more than five (5) days after receipt of shipment. After this period, Buyer will be deemed to have irrevocably accepted the Equipment, if not previously accepted. After acceptance, Buyer will have no right to reject the Equipment for any reason or revoke acceptance. Claims for damage due to shipping must be made by Buyer to the freight carrier.
12. Return of Equipment. All returns will be pursuant to Seller’s instructions. Buyer must contact Seller for a Return Material Authorization (RMA) before returning any Equipment. All returns must reference the RMA number along with the original invoice number and the reason for return. Nonwarranty returns of normal stock products that are unused and are in resalable condition will be subject to Seller’s return policies in effect at the time, including applicable restocking and transportation charges and other conditions of return. Also, any returns without authorization will be NOT BE REFUNDED. Authorized returns are subject to a 30% restocking fee.
13. Cancellation or Termination. In the event of cancellation of the Agreement by Buyer, or in the event of default under the Agreement by Buyer that is not cured within 30 days after notice by Seller, Buyer will pay to Seller on demand all direct and indirect costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs assessed by the manufacturer) incurred directly or indirectly by Seller in connection with the Agreement, all as reasonably determined by Seller, plus any profit to be negotiated with Buyer. In no event, however, will any amount payable by Buyer under the Agreement exceed the total price payable by Buyer for the Equipment.
14. Changes. Seller reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computation, that may exist in the Agreement.
15. Technical Support. Unless otherwise specifically provided on the quotation or invoice, the Agreement does not include any services of Seller in connection with installation, testing, or evaluation of the Equipment. Seller will, however, consistent with its capabilities and subject to scheduling acceptable to Seller, make available to Buyer, at Buyer’s expense, technical support services relating to the Equipment at the rates then imposed by Seller, together with any out-of-pocket expenses to Seller in connection with the technical support. The sole remedy of Buyer in connection with any acts or omissions of Seller in the provision of technical support will be the provision of further technical support to Buyer reasonably required to correct the act or omission.
16. Product Representation. Seller attempts to display product images shown on the website as accurately as possible. However, we cannot guarantee that the picture or color you see matches the actual product or color. The exact display of the color depends, in part, upon the monitor or computer that you are using. Product changes and updates are made by manufacturers to the products; therefore, we cannot guarantee that the images shown in our website matches the actual product, its package, and its contents. Seller attempts to provide as much information to the buyer, although, it is the buyer’s responsibility to inquire about any information not displayed on the website, relating to the product, its contents, uses, and features before purchasing. Under no circumstances shall Buyer hold Seller responsible for intended product uses and the performance of the product related to them. If you have additional questions related to our products, please contact us via phone or email.
17. Modifications and Waiver—Entire Agreement. Neither party has rights, warranties, or conditions expressed or implied, statutory or otherwise, other than those contained in the Agreement. The Agreement contains the entire agreement between Seller and Buyer and can be modified or rescinded only by a writing signed by both parties. Only the President of the Seller shall have authority to make such modification or revision. No waiver of any provision of the Agreement will be binding unless in writing signed by an authorized representative of the party against whom the waiver is asserted, and unless expressly made generally applicable, will apply only to the specific case for which the waiver is given. Failure of either party to insist on strict performance of the Agreement will not be construed as a waiver of any term or condition of the Agreement.
Any document submitted by Buyer to Seller confirming its intention to purchase Equipment described in the Agreement (purchase orders or releases) will be deemed to constitute a confirmation and acceptance of the Agreement, even if the document states terms in addition to or different from those in the Agreement. All agreements between Seller and Buyer will be solely under the terms and conditions of the Agreement and these Terms and Conditions of Sale, and Seller objects to any and all additional or different terms contained in any document submitted to Seller by Buyer. Any execution by Seller of any other document submitted by Buyer in connection with the purchase of Equipment does not constitute acceptance of or agreement to any terms and conditions in addition to or different from those contained in the Agreement and these Terms and Conditions of Sale, but will constitute only acknowledgment of receipt of the document. In addition, notwithstanding any terms contained in any documents submitted by Buyer in connection with the purchase of Equipment described under the Agreement, the acceptance of delivery by Buyer of Equipment described in the Agreement will constitute a course of conduct constituting Buyer’s agreement to the terms and conditions of the Agreement and these Terms and Conditions of Sale, to the exclusion of any additional or different terms and conditions.
18. Compliance with Laws. Buyer will be responsible for compliance with any and all federal, state, or local laws or regulations respecting safety or respecting use of the Equipment and shall indemnify and hold Seller harmless from and against any and all claims of violations of laws or regulations or other claims of personal injury or property damage directly or indirectly related to the installation, maintenance, or operation of the Equipment.
Buyer acknowledges that the equipment herein described were neither designed no manufactured by Seller and that the equipment is being sold, with all faults, and with no warranties implied whatsoever, including those which may pertain to compliance with the health and/or industrial safety code or standards of any state, municipality, or other jurisdiction. Further, the buyer agrees to assume all risk and liability and to forever indemnify and hold seller harmless respecting any and all claims or liabilities from accidents involving the equipment caused by failure of user, its employees or agents to follow instructions, warnings or recommendation available from the original equipment manufacturer or by failure of user to comply with Federal, State or Local laws applicable to such equipment including the Occupational Safety and Health Act of 1970. Buyer assumes all risk and liability for loss, damage and/or injury to persons or property of buyer or others arising out of the use or possession of any equipment sold hereunder, and agrees to forever indemnify and hold seller harmless from any and all costs, expenses and/or damages resulting thereby.
The equipment sold herein may or may not conform to OSHA standards. It is the responsibility of the buyer and the factory user to equip and operate the equipment properly and put protective guarding on the equipment in order to avoid possible injuries through its operation. It is the buyer's responsibility to provide proper safety devises and equipment to safeguard the equipment's operator from harm. It is the buyers responsibility to equip the equipment to conform to all Federal, State and Local Government safety standards and meet all industry safety standards of OSHA. This equipment may not incorporate approved activating mechanism, operator safety devices, or safety guards, as required by OSHA or otherwise. It is agreed that the buyer and factory user shall, at their own cost and expense, defend any claim or action which may be brought by any person or firm claiming damages for personal injuries resulting from the operation of the Products and shall indemnify and hold Seller harmless from any such claim or resulting judgment.
19. Export Control. Equipment supplied by Seller may be subject to various export laws and regulations. It is the responsibility of the exporter to comply with all laws and regulations. Notwithstanding any other provision to the contrary, if federal, state, or local law requires export authorization for the export or re-export of any Equipment or associated technology, no delivery can be made until export authorization is obtained, regardless of any otherwise promised delivery date. If any required export authorization is denied, Seller and Seller’s supplier will be relieved of any further obligation relative to the sale and delivery of the Equipment subject to denial without liability of any kind relative to Buyer or any other party. Seller will not comply with boycott-related requests except to the extent permitted by federal law and then only at Seller’s discretion.
20. Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of Michigan.
21. Dispute. Any dispute for nonpayment by the Buyer for products or equipment pursuant to the terms of this agreement shall be heard in the circuit court in the county of Ottawa, state of Michigan unless the amount in controversy is below the minimum required by such court, in which case, the 58th district court in Holland, Michigan shall be the venue. If a dispute for any other reason between the parties occurs, such dispute will be resolved by arbitration conducted in Ottawa County, Michigan or Kent County, Michigan in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.
22. Authority. Each signatory represents that it has all requisite authority to execute the Agreement on behalf of its principal and that the Agreement is fully enforceable against the principal in accordance with its terms.
23. Shipping and Handling. Elite Metal Tools offers free shipping to the continental United States, which excludes Hawaii, Alaska, and US Territories. The shipping charges from our freight carriers are paid by Elite Metal Tools but exclude additional charges added for residential delivery and liftgate fees. Residential deliveries include any shipment to a property with a house. If there is a house on the property, the customer should specify the order as residential and will be charged an additional fee of $75.00 which is not included in Elite Metal Tools' Free Shipping offer. If unspecified by the customer, a fee will still be charged by the freight carrier to the customer. Elite Metal Tools is not responsible for residential delivery fees that are not pre-arranged. The majority of products shipped by Elite Metal Tools are sent via LTL (Less-Than-Truckload) and may require a forklift to unload. If the customer is unable to unload the shipment, he/she must request a liftgate and will be charged an additional fee of $75.00 which is not included in Elite Metal Tools' Free Shipping offer. Elite Metal Tools is not responsible for liftgate fees charged by the freight carrier that are not pre-arranged with Elite Metal Tools.
24. Sales Tax. All items billed to a United States address are subject to state sales tax. If you are sales tax exempt, you must provide us with a sales tax exemption form prior to any form of payment or deposit. A vendor number or federal ID does not qualify unless otherwise specified. State tax departments are asking manufacturers to collect sales tax directly from sellers such as Elite Metal Tools following the sale of a product. By purchasing from Elite Metal Tools, the buyer agrees to reimburse Elite Metal Tools for any sales tax collected due to the sale. The buyer agrees that Elite Metal Tools will use the payment method from the time of sale, or use other means of payment provided by the buyer.
Buyer acknowledges reading these Terms and Conditions, understands them and agrees to be bound by them. When Buyer accepts equipment ordered or through payment of invoice by seller, this shall constitute acceptance of Seller's Terms & Conditions.