Terms and Conditions of Sale
TERMS AND CONDITIONS OF SALE – Midwest Material Handling, LLC
All sales by Midwest Material Handling, LLC (“Seller”) are subject exclusively to the following Terms and Conditions.
1. Acceptance of Terms
These Terms and Conditions, together with any written quotation or proposal issued by Seller, constitute the entire agreement between Seller and Buyer regarding the sale of goods or services. Seller expressly rejects any additional or different terms proposed by Buyer unless agreed to in writing and signed by an authorized representative of Seller.
Buyer’s submission of a purchase order, acceptance of goods, or authorization to proceed with services constitutes acceptance of these Terms and Conditions. Seller’s commencement of performance or delivery shall not be deemed acceptance of any additional or different terms.
2. Entire Agreement
These Terms and Conditions and any accompanying written quotation or proposal represent the complete and exclusive agreement between the parties and supersede all prior oral or written communications.
No modification or amendment shall be binding unless in writing and signed by an authorized representative of Seller.
3. Electronic Communications and Signatures
Buyer agrees that electronic communications between the parties, including email approvals, electronic purchase orders, electronic invoices, and electronic signatures, constitute valid and binding acceptance of these Terms and Conditions.
Any agreement, authorization, or approval transmitted electronically shall have the same force and effect as an original written document signed by the parties.
4. Pricing
All published prices and discounts are subject to change without notice. Unless otherwise stated in writing:
Prices are exclusive of freight, insurance, installation, and service.
Prices do not include sales tax, use tax, excise tax, or other applicable taxes.
Buyer is responsible for all applicable taxes and shipping charges.
5. Delivery and Shipment
Delivery dates are estimates only and are not guaranteed. Seller will make reasonable efforts to meet estimated delivery dates but shall not be liable for delays caused by circumstances beyond its control, including acts of God, supplier delays, transportation disruptions, labor disputes, governmental actions, or other unforeseen events.
Unless otherwise agreed in writing:
Seller reserves the right to select the carrier.
Goods are sold F.O.B. Manufacturer.
Risk of loss passes to Buyer upon delivery to the carrier or upon departure from Seller’s facility if no carrier is used.
Buyer is responsible for filing all freight damage claims directly with the carrier.
6. Payment Terms
Unless otherwise agreed in writing:
Invoices are issued upon shipment or upon completion of installation.
Payment is due within thirty (30) days of invoice date.
Past due balances accrue interest at 1.75 percent per month (21 percent annually).
Buyer is responsible for all costs of collection, including attorney fees and returned check charges.
7. Buyer’s Financial Condition
If Seller, in good faith, determines that Buyer’s financial condition is impaired or insecure, Seller may:
Suspend performance
Require advance payment or additional security
Stop goods in transit
Cancel the order without further obligation
8. Security Interest
Seller retains a purchase money security interest in all goods sold until payment is made in full. Buyer grants Seller the right to file financing statements and execute necessary documents to perfect this interest.
In the event of default, Seller may repossess goods without notice and exercise all rights available under the Uniform Commercial Code as adopted in Ohio.
Buyer shall not sell, transfer, or encumber goods prior to full payment.
9. Product Use and Liability
Buyer acknowledges that warehouse storage equipment, including pallet racking, shelving, and related material handling products, must be properly installed, maintained, inspected, and used in accordance with manufacturer load ratings and applicable safety standards.
Buyer is solely responsible for:
Ensuring products are used within rated capacities
Conducting routine inspections and maintenance
Complying with OSHA and other applicable safety regulations
Securing any required engineering review, permits, or structural approvals
Seller shall not be responsible for product misuse, overloading, improper installation performed by others, modifications made after installation, structural floor deficiencies, or failure to properly maintain equipment.
Buyer assumes all risks associated with the ongoing use of the goods after delivery and installation.
10. Warranties
New Goods
New goods are warranted to be free from defects in material and workmanship for twelve (12) months from shipment or installation, whichever occurs first, unless otherwise specified by the manufacturer.
Rebuilt Goods
Rebuilt goods are warranted for thirty (30) days from shipment or installation.
Used Goods
Used goods are sold “as is” with no warranties, express or implied.
Seller’s obligation under any warranty is limited to repair, replacement, or refund at Seller’s discretion upon return of the defective goods.
These warranties:
Apply only to the original purchaser and original installation location
Do not apply to misuse, alteration, improper installation, overloading, improper storage, accidents, or unauthorized service
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.
11. Limitation of Liability
Seller’s liability is strictly limited to repair, replacement, or refund as described above.
IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, OR COMMERCIAL LOSS, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE.
Any legal action against Seller must be commenced within one (1) year and one (1) day from the date the cause of action arises.
12. Inspection and Claims
Buyer must inspect goods promptly upon delivery.
Claims for visible defects must be submitted in writing before installation.
Claims for latent defects must be submitted:
Within six (6) months of installation for new goods
Within thirty (30) days for used or rebuilt goods
Failure to provide timely written notice constitutes waiver of the claim.
13. Permits and Compliance
Buyer is solely responsible for obtaining all required permits, inspections, and approvals, including zoning and building permits.
Buyer is responsible for ensuring compliance with all applicable local, state, and federal laws relating to installation and use.
14. Indemnification
Buyer agrees to indemnify and hold Seller, its officers, directors, and employees harmless from any claims, damages, losses, or expenses, including attorney fees, arising from:
Buyer’s use of the goods
Buyer’s failure to comply with laws or regulations
Personal injury or property damage related to Buyer’s operations
This indemnification survives delivery and completion of services.
15. Waiver
Failure by Seller to enforce any provision shall not constitute waiver of future enforcement of that provision or any other provision.
16. Governing Law and Venue
These Terms and Conditions are governed by the laws of the State of Ohio.
Any disputes shall be resolved exclusively in the courts of Franklin County, Ohio.
17. Severability
If any provision of these Terms and Conditions is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
18. Clerical Errors
Clerical or typographical errors are subject to correction.
