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PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY
“Buyer” of goods (the “Items”) expressly acknowledges, consents, and agrees to the Fenton Mobility Products, Inc. (the “Seller”) Standard Terms and Conditions for the Sale of Parts & Components (the “Terms and Conditions”). Buyer’s placement of an order (the “Purchase Order”) with Seller constitutes and provides Buyer’s express consent and agreement to these Terms and Conditions. Seller’s acceptance of the Purchase Order is conditioned upon Buyer’s express consent and agreement. Seller reserves the right to refuse orders from, or otherwise not do business with, any party for any reason, whether or not such refusal of service is based on a reason set forth in these Terms and Conditions.
(a) Seller’s Purchase Order quotation is not an offer to sell the Items noted, but an invitation to the addressee, the Buyer, to purchase the Items on the terms and conditions stated therein and herein. Seller reserves the right to, and Seller’s website is subject to, daily changes in prices, listings, specifications, or product numbers.
(b) The purchase of any Items shall be expressly limited to the Purchase Order issued by Seller and these Terms and Conditions. Purchase Orders will detail the Items, unit quantities, part numbers, appliable prices, and an estimated delivery date. Any additional, different, or modified terms proposed by Buyer are rejected.
(a) Prices shall be in United States dollars, and include the packaging, crating, and transportation charges to Buyer’s delivery location. No special charges will be included for transportation, packaging, packing, or containers unless specifically stated in the Purchase Order.
(b) Prices will include, and Seller agrees to pay, any and all federal, state, and/or local taxes applicable and due for the transportation and sale of the Items by Seller to Buyer.
(c) If Buyer is exempt from any tax (due to being a merchant, having tax exempt status, or otherwise), when the Purchase Order is submitted, Buyer shall provide to Seller an (or Seller shall have on file) Buyer’s exemption certificate or other documentation acceptable to the taxing authority imposing the tax, fee, or charge. If Buyer provides Seller with a properly executed certificate or other documentation representing that Seller is not required to collect tax from Buyer, such taxes shall be excluded from the Purchase Order. Buyer will indemnify and save Seller harmless from any liability, penalties, or expenses incurred by Seller as a result of its reliance upon such certificate or other documentation.
(a) Upon checkout full payment will be immediately due, to be paid by credit card with credit card service providers deemed acceptable by the Seller.
(b) In the event there is a problem with processing a payment, and/or there is an unpaid balance that requires attorney, collection, or any other services to be collected, Buyer agrees to pay reasonable attorneys’ fees, collection services fees, and/or any other fees or charges whatsoever that are incurred to collect the unpaid balance.
(a) Seller warrants the Items sold in the Purchase Order against defects in workmanship and material under normal use and service excluding erosion or corrosion for a period of one (1) year from the delivery receipt date. All claims must be brought within one (1) year of the delivery receipt date, regardless of their nature. This warranty does not cover parts, components, or products not manufactured by Seller, which will bear only the warranty of the manufacturer. Buyer shall promptly report all asserted defects in any Items to Seller within seven (7) days from the date when the defect is discovered. It is expressly acknowledged, understood, and agreed that Seller’s entire liability, whether under warranty, contract, negligence, or otherwise shall be limited to, and shall not exceed, the repair or replacement of the Items found to be defective in workmanship or material within one (1) year from the delivery receipt date, labor excluded, with Buyer responsible for all return expenses. This warranty states the entire obligation of Seller in connection with this transaction.
(b) Any and all of Seller’s warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the Items in any manner, has failed to use the Items in accordance with industry standards and practices including regular service or maintenance, or has failed to use the Items in accordance with guidance (if any) provided by Seller.
(c) Seller makes no other warranties, express or implied, arising by law or otherwise (including but not limited to any warranty with respect to title, any obligations of the seller with respect to the implied warranty of merchantability, any implied warranty of fitness for any particular purpose, any implied warranty against latent defects, any implied warranty arising from course of performance, course of dealing, or usage of trade or otherwise, and any obligation or liability of seller from tort, or for loss of use, revenue, or profit, or for incidental, special, or consequential damages or whether or not occasioned by the negligence of seller are excluded), to the fullest extent permitted by law.
(a) Seller shall not in any event be liable for incidental, consequential, or special damages of any kind resulting from any use, misuse, or failure of the items, even if seller has not advised of the possibility of such damage, including without limitation, liability for loss of use, loss of work in progress, down time, loss of revenue or profits, failure to realize savings, loss of products of buyer or other use or any liability of buyer to a third party on account of such loss, or for any labor or any other expense, damage, or loss, including personal injury or property damage, to the fullest extent permitted by law.
(b) Buyer shall not be entitled to, and seller shall not be liable for, loss of profits or revenue, promotional or manufacturing expenses, overhead, business interruption cost, loss of data, removal or reinstallation costs, injury to reputation or loss of buyers, punitive damages, ip infringement, loss of contracts or orders or any indirect, special, incidental or consequential damages of any nature, to the fullest extent permitted by law.
Buyer shall indemnify, defend, and hold seller, its successors and assigns, shareholders, directors, officers, employees, or agents harmless from any claims based on personal injury; property damage; seller’s compliance with buyer’s designs, specifications, or instructions; modification of any items by anyone other than seller; use in combination with other products; or other damage or loss caused by, or incidental to, buyer’s use of items.
Once Purchase Orders are accepted by Seller, all cancelations, suspensions, or delays of Purchase Orders by Buyer must be expressly agreed to by Seller, and are subject to reasonable fees and charges incurred by Seller due to such changes from the date of purchase. Seller will advise Buyer of the total charge for such changes, and Buyer agrees to pay such charges, including but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, cancellation costs imposed on Seller by its suppliers, and any other cost resulting from cancellation of the Purchase Order, including a twenty-five percent (25%) restocking charge.
Seller shall be responsible for shipment to Buyer’s location, unless otherwise agreed in writing by the parties. A packing list shall accompany each shipment. All sales are FOB Seller’s shipping point unless otherwise noted, and Buyer shall bear all risk of loss or damage in transit. Seller’s delivery dates are estimates only. Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller, nor shall the carrier be deemed an agent of Seller. A delayed delivery of any part of a Purchase Order does not entitle Buyer to cancel other deliveries. In no event shall Seller be liable for any damages (consequential or otherwise) caused by delay or failure to deliver or ship due to causes beyond Seller’s reasonable control, including those reasons in section 14.
All Items provided by Seller must be inspected and accepted by Buyer. Unless otherwise specifically agreed to in writing between Seller and Buyer, it shall be an adequate amount of time for inspection and all inspections must be completed within seven (7) calendar days from the delivery receipt date. Buyer shall inspect the Items upon receipt and shall notify Buyer in writing of any overages, shortages, defectiveness of the Items, or other failures to conform to the Purchase Order which are reasonably discoverable within seven (7) calendar days. Any and all failures of the delivery to conform to the Purchase Order that Buyer does not timely provided notice of shall be deemed forever waived by Buyer. Upon such inspection and timely notice, any shortages, or faulty or defective Items which require correction shall promptly be fixed by and at the expense of Seller with reasonable commercial diligence.
In the course of providing the Items, if Seller discloses any designs, drawings, data, specifications, or other information, Buyer shall not use, reproduce, manipulate, compile, or disclose such information in any manner whatsoever.
Unless otherwise noted, Items sold by Seller are not designed, intended, or authorized for use in life support, life sustaining, or other applications in which the failure of such Items could reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Buyer uses or sells the Items for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that Seller and the manufacturer of the Items are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend, and hold Seller and the manufacturer of the Items harmless from and against any and all claims.
Any order and any actions arising from these Terms and Conditions or the Purchase Order shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws principles. Buyer consents that the federal and state courts of the State of New York, Erie County shall have exclusive jurisdiction to hear any dispute arising out of or in connection with these Terms and Conditions or the Purchase Order.
Buyer agrees to pay for all reasonable attorney’s fees and disbursements which are incurred by Seller due to a breach of these Terms and Conditions by Buyer.
Should any section, provision, term, or clause herein these Terms and Conditions be found invalid or unenforceable by a court of competent jurisdiction, the same shall be deemed to be removed or reduced until no longer offensive to the law. To those ends, the sections, provisions, terms, or clauses herein are severable. Such invalidity of any portion of these Terms and Conditions shall not invalidate the remaining valid balance.
Headings are for reference only and shall not in any way limit or affect the meaning or interpretation of these Terms and Conditions.
The entire agreement of Seller and Buyer is expressed exclusively herein these Terms and Conditions and in the Purchase Order.
TERMS SHALL NOT APPLY TO, AND EXPRESSLY EXCLUDE, ANY VEHICLES, WHOLESALE GOODS, OR OTHER COMMERCIAL ITEMS.
Corporate Office
Manufacturing & Upfit
26 Center St
Randolph, NY 14772
