Terms & Conditions of Sale

  1. Acceptance. Acceptance of this Quotation by Buyer, or acceptance by Peerless Machinery Corp. ("Peerless") of any purchase order submitted by Buyer, is hereby expressly made conditional on Buyer's consent to these terms and conditions, and Peerless agrees to furnish the products specified in the accompanying Quotation ("Products") only upon these terms and conditions. These terms and conditions, plus any accompanying Quotation, shall hereinafter be referred to as the "Agreement."
  2. Additional or Different Terms. The terms and conditions set forth herein are the only terms and conditions upon which Peerless shall sell the Products to the Buyer. Additional or conflicting terms or conditions contained in any purchase order or other document furnished by the Buyer to Peerless are hereby objected to by Peerless, shall not be binding upon Peerless, and shall not constitute part of the Agreement.
  3. Payment. Buyer agrees to pay Peerless the full purchase price for the Products, which price is referred to elsewhere in the Agreement. Payment shall be made in the manner agreed to by the parties. In the case of late payment, interest will be accrued at a rate of 1.5% monthly / 18% annually or at maximum limits allowable by governing law. Should Peerless incur expenses / fees in collecting delinquent payments from the Buyer, then the Buyer will also be responsible for reimbursing those collection costs to Peerless.
  4. Taxes. The purchase price quoted by Peerless does not include taxes. Any tax, tariff, duty or governmental charge now or hereafter imposed upon the manufacture, sale, shipment, exportation, or importation of Products sold by Peerless shall be paid by the Buyer, and Buyer shall indemnify, defend, and hold Peerless harmless from and against such tax, tariff, duty, or charge.
  5. Freight. Unless otherwise provided elsewhere in the Agreement, the purchase price does not include freight. Buyer agrees to pay all freight charges and, if the shipment is coordinated by Peerless, pay the freight charge, plus a ten percent (10%) shipping and handling charge payable to Peerless, within ten (10) days from receipt of an invoice from Peerless.
  6. Cancellation. The Agreement cannot be cancelled by the Buyer either in whole or in part. Peerless may at its sole discretion, upon written request of the Buyer, approve a cancellation. However, in the event of such approval, the Buyer shall pay to Peerless an amount equal to ten percent (10%) of the full purchase price, plus all material, manufacturing, and overhead costs incurred by Peerless prior to the date upon which Peerless approves the cancellation. Nothing contained herein, however, shall be construed as requiring Peerless to agree to a cancellation or to limit any other remedies which Peerless may have at law or in equity.
  7. Delivery. The time provided for shipment of Products by Peerless to the Buyer is approximate only, and is based upon prompt receipt of pertinent data and purchase component parts, and scheduling at Peerless's factory. Peerless shall use reasonable efforts to make delivery in accordance with the time agreed to by the parties, but shall not be liable for any penalties or damages of any kind if the anticipated shipment scheduled cannot be met. In the event delay in shipment is caused by Buyer or occurs at the request of Buyer, Buyer shall pay the purchase price for the Products at the time provided for in the Agreement, plus a reasonable charge for storage of the Products from the date the Products are completed to the date they are shipped to Buyer.
  8. Title. Title to the Product shall remain in Peerless until payment in full is made by Buyer. Failure of the Buyer to make any payment shall entitle Peerless to cease shipments without notice to Buyer, and Peerless shall be and is hereby authorized to retake possession of custody of any shipments already made and/or received by Buyer and upon written notice to Buyer, Peerless may cancel the balance of this Agreement and hold Buyer liable for any and all damages incurred as a result of or in any manner arising out of the default or failure to so pay on the part of Buyer.
  9. Risk of Loss. Risk of loss, theft, destruction, or damage to the Products shall pass to the Buyer F.O.B. Peerless's factory.
  10. Installation. Unless otherwise agreed, installation of the Product is the responsibility of the Buyer. Peerless may at its election offer verbal assistance in relation to installation at no additional cost to the Buyer, but shall not be liable in any manner for any loss, injury, or damages arising out or related to such assistance or installation or modification of the Products.
  11. Warranty and Warranty and Damage Disclaimers. Warranty and warranty and damage disclaimers are attached hereto and incorporated herein.
  12. Force Majeure. Peerless shall not be liable for any actions or failure to act due to causes beyond its reasonable control, or due to acts of God, acts of Buyer, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, car shortages, and inability due to causes beyond its reasonable control to obtain necessary labor, materials, or processing facilities.
  13. Assignment. Buyer shall not assign, transfer, pledge, or otherwise dispose of this Agreement or any interest herein without the prior written consent of Peerless in each instance. Any attempted assignment without Peerless's prior written consent shall be voidable at Peerless's election.
  14. Peerless Remedies. In the event of Buyer's breach or default under this Agreement, Peerless shall have available all rights and remedies at law or in equity. Buyer agrees to pay Peerless all costs and expenses, including attorneys' fees, incurred by Peerless in exercising any of its rights and remedies. No failure on the part of Peerless to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof. No waiver by Peerless of any default or breach shall constitute a waiver by Peerless of any additional or subsequent breach or default.
  15. Indemnity. Buyer shall indemnify, defend, and hold harmless Peerless, its officers, directors, shareholders, agents, and employees, from and against all claims, damages, liability, and costs (including attorneys' fees) relating to: (a) Buyer's breach or non-performance of any provision of this Agreement; (b) Buyer's possession or use of the Products; or (c) injury, death, sickness to persons, or damage to property resulting from any act or omission of Buyer, or any person or entity claiming through or under Buyer. Buyer's obligations under this Section shall survive the expiration or termination of this Agreement.
  16. Statute of Limitations. Any action by Buyer against Peerless arising out of or relating to this Agreement or the alleged breach or non-performance by Peerless of any provision hereof, regardless of the theory upon which such action is based, must be brought within eighteen (18) months from the date of delivery to Buyer of the Products, material, or part thereof which gives rise to the action.
  17. Duration of Quotation. Any Quotation submitted by Peerless to Buyer is valid for a period of 60 days from the date the Quotation is sent, and cannot be accepted by Buyer after expiration of that period. The terms of a Quotation are subject to change at any time by Peerless without prior notice.
  18. Arbitration. Either Peerless or Buyer may elect, by written notice to the other party, to settle any claim or controversy arising out of or relating to this Agreement or the breach or non-performance of any provision hereof, by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time such claim or controversy arises. Buyer and Peerless agree that any arbitration shall be administered and conducted in Shelby County, Ohio.
  19. Governing Law. This Agreement shall be deemed to have been made in Shelby County, Ohio, and shall be governed by, construed, and enforced in accordance with the internal, substantive laws of the State of Ohio, without giving effect to conflicts of law principles. The Convention for the International Sale of Goods shall not apply to any case or controversy arising out of or related to this Agreement. Buyer hereby submits to the exclusive jurisdiction of the courts of Shelby County, Ohio with respect to any claim or controversy arising out of or related to this Agreement.
  20. Severability. In the event of any provision of this Agreement is held or determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

THE PEERLESS MACHINERY CORP. WARRANTY

The machinery manufactured by PEERLESS MACHINERY CORP. ("Peerless") will be free from defects in material and workmanship for a period of one (1) year after shipment of machinery from Peerless. The machinery, when properly installed, operated, maintained and managed by Buyer will operate as described in the manual furnished by Peerless.

At the discretion of Peerless, Peerless will replace (F.O.B. place of shipment) or repair, excluding installation, any defective material or workmanship, provided that Peerless receives written notice of the claimed defect within one (1) year after shipment of the machinery from Peerless.

Peerless reserves the right to inspect any claimed defect, repair defective equipment or install replacement parts and to perform any adjustment incident to satisfactory operation of the machinery.

This Warranty shall not apply to any defects in material or workmanship resulting in whole or in part from improper operation, maintenance, repair, alteration, damage, abuse, or misuse.

PEERLESS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LIABILITY OF PEERLESS SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF ANY DEFECTIVE EQUIPMENT WHICH REPAIR OR REPLACEMENT SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY. PEERLESS SHALL NOT BE LIABLE FOR LOSS OF PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FAILURE OF THE EQUIPMENT TO COMPLY WITH ANY FEDERAL, STATE OR LOCAL LAWS. PEERLESS SHALL, UNDER NO CIRCUMSTANCES, BE LIABLE FOR THE COST OF RAW MATERIALS USED OR LOST IN TESTING OR EXPERIMENTAL OPERATIONS OF ANY EQUIPMENT SOLD, WHETHER SUCH TESTING OR EXPERIMENTATION IS COMPLETED UNDER THE SUPERVISION OF A REPRESENTATIVE OF PEERLESS OR OF AN EMPLOYEE OR OTHER REPRESENTATIVE OF THE BUYER.