GENERAL - No addition to or modification of any of the Terms and Conditions of Sales as they appear herein shall be binding upon Stock Sensors LLC (hereinafter referred to as “Stock Sensors”) unless signed in writing by a duly authorized representative of Stock Sensors in Romeo, Michigan. Typographical and clerical errors in quotations, orders, and acknowledgments are subject to correction.
TERMS - Stock Sensors terms for the purchase of any material are “Net 30 Days” from the date of the invoice or an interest charge of 3% per month will be made. Shipments will cease when the account is considered past due. In event of referral to an attorney for collection, attorney fees will be due.
PRICES - Prices and discounts in any Stock Sensors publication are subject to change without prior notification. Prices given by telephone or by a representative are given only as indications and are not obligations unless confirmed by Stock Sensors in writing. Catalog prices are based on prices published in the current price list. All written quotations are valid until the listed expiration date.
ORDERS - All purchase orders must be presented in writing on the commercial letterhead of the purchaser. If not previously furnished, credit information must be submitted to Stock Sensors on its form. An authorized representative of Stock Sensors in Romeo, Michigan receives all purchase orders subject to acceptance. Modifications or cancellations will only be accepted if in writing and received in Romeo, Michigan in sufficient time prior to the scheduled shipment date on any orders to allow Stock Sensors to modify or cancel said order at no cost. Thereafter, Stock Sensors reserves the right to invoice the cost ensuing from the partial or total execution of the original order.
DELIVERY - Delivery dates are established on the day on which orders are received in Romeo, Michigan by Stock Sensors. Delivery dates given in the acceptance of an order are approximate. Stock Sensors will not be liable for delays in delivery or performance, due to causes beyond its reasonable control. In the event of delays, the date of delivery or performance shall be extended for a period equal to the time lost by the reason of such delays.
TRANSPORTATION - All prices are Ex Works Romeo, Michigan, disregarding the order value total, unless otherwise indicated on the face of the invoice, and goods are transported at the risk and peril of Purchaser. If special methods of transportation or routing are desired, such must be included in the written purchase order.
INSPECTION AND RECEIPT - Purchaser must inspect the goods on arrival. No complaint for errors in items delivered or shortages will be taken into account if it is not received in Romeo, Michigan within one week after the delivery date to Purchaser. Stock Sensors must approve in writing in advance before any return of material for credit.
LIMITED WARRANTY - Stock Sensors warrants to Purchaser that the products purchased will be of merchantable quality and free from defects of material and workmanship and will be of the kind and quality designated or specified in the contract. This warranty shall only apply to defects appearing within one (1) year from the date of the Stock Sensors invoice. Stock Sensors will not be liable for any modifications to its product by Purchaser. Satisfaction of this warranty, will be limited to (a) replacement, or (b) repair or modification of the product by Stock Sensors, or c) issuance of a credit for the defective products delivered under the invoice involved. These options are at the discretion of Stock Sensors. No credit will be issued for related parts failure or labor charges. If option (a) or (b) is chosen, goods returned to customer will be freight prepaid. Rights under this warranty are available only if Stock Sensors is promptly notified, in writing, of the alleged defect, and Stock Sensors’ examination of the product discloses that the defect was not due to misuse, improper installation, accident, or unusual degradation of the goods due to physical environments of an unusual nature. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THIS PROVISION. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESSED; IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OR MERCHANTABILITY OF FITNESS. PURCHASER ACKNOWLEDGES THAT HE IS NOT RELYING ON THE SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH GOODS SUITABLE FOR ANY PARTICULAR PURPOSE. THIS WARRANTY EXTENDS ONLY TO THE PURCHASER FROM STOCK SENSORS. STOCK SENSORS WILL NOT BE RESPONSIBLE FOR CONSEQUENTIAL DAMAGE OF ANY KIND.
LIMITATION OF LIABILITY - Stock Sensors’ liability on any claim of any kind, including negligence, for any loss damage arising out of, connected with, or resulting from an order, or from the performance or breach thereof, or from the design, manufacture, sale, delivery, operation or use of its product is limited to the difference at the time and place of shipment between the value of the goods accepted and value they would have had if they had been warranted. No claim shall be made for proximate damages of a different amount, nor may any recovery be had for accidental or consequential damages, whether direct to indirect.
INDEMNIFICATION - Purchaser agrees to indemnify Stock Sensors for any costs, attorney’s fees, losses or damages resulting from claims brought against it by Purchasers’ customers or employees arising out of Purchasers’ acts, representations or omissions.
TAXES - Purchaser shall pay all sales, use, excise, or similar taxes charged to Stock Sensors arising out of the sale.
TITLE - Title to the products of Stock Sensors shall remain with Stock Sensors until Purchaser makes payment in full. Such reservation of title is for purposes of securing the purchase price and shall not relieve Purchaser of the duty to inspect the products upon receipt, to notify Stock Sensors of any deficiencies or defects, and to exercise due care in the use, installation, operation, and maintenance of the products when on the premises of the Purchaser or under the control of the Purchaser. Such reservation of title shall not alter responsibility between Stock Sensors and Purchaser for shipping or for goods in transit.
GOVERNING LAW - The sale and purchase of products from Stock Sensors including terms and conditions hereof, and any and all claims arising out of the relationship of the parties, shall be governed by the law of the State of Michigan, without regard to its conflicts of rules.
TECHNICAL IMPROVEMENTS - Stock Sensors reserves the right to modify the items shown in its catalog without prior notice and reserves the right to substitute the modified product line “unless the purchase order states “No substitutions”.
RESOLUTION OF DISPUTES - Any disputes arising out of the sale or use of the goods shall be resolved by arbitration, unless otherwise agreed in the City of Mt. Clemens, or the Counties of Macomb or Wayne, Michigan, under the Commercial Rules of the American Arbitration Association. Any arbitration award shall be enforced in the Circuit Court of Hanover County, or in the United States District Court for the Eastern District of Michigan, Detroit Division. In any dispute submitted to arbitration and enforcement. Any dispute resulting in court proceedings shall be tried by the court, and the parties waive any right to a jury trial for such.
Stock Sensors in the Courts of Macomb County, Michigan or the United States District Court for the Eastern District of Michigan, Detroit Division, may directly bring collections for overdue accounts. Purchaser agrees to such jurisdiction and venue.
WAIVER - The waiver by Stock Sensors or by Purchaser of any breach or rights arising out of the sale shall not be considered a waiver of any further breach or future similar rights.
PREVAILING TERMS - These terms and conditions herein shall prevail over any other terms and conditions contained in any document submitted by the Purchaser unless expressly agreed to in writing signed by Stock Sensors.