These Terms and Conditions, including any terms on the face of the invoice or shipping ticket, are the terms and conditions of sale ("Terms and Conditions") for all products sold by US Replacement Parts, LLC. ("Seller"). If these Terms and Conditions differ in any way from the terms and conditions of the purchase order submitted to Seller ("Purchase Order"), these Terms and Conditions will be construed as a counteroffer and not as an acceptance of the Purchase Order unless Buyer agrees to these Terms and Conditions, which will constitute the entire agreement between the parties. Buyer's agreement to these Terms and Conditions will be considered given upon Buyer's failure to object in writing within three days from the date of receipt, or upon payment for and receipt of delivery of the products.
Unless otherwise specified, payment is due net 30 days from the invoice or shipping ticket date in U.S. currency. Late payments incur a fee of 1.5% per month or the maximum permitted by law. Buyer is liable for all reasonable collection and enforcement costs, including attorneys' fees.
In the event that the Buyer fails to make payment in accordance with the agreed terms of this invoice or any associated payment agreement (including proforma invoices), the Seller retains the right to protect its financial interests pursuant to Article 2 of the Uniform Commercial Code (UCC). This includes, but is not limited to, the right to resell the products specified in this agreement without further notice. Should Seller exercise this right of resale, Buyer shall forfeit any down payments or deposits made for the order. Such forfeiture will be deemed liquidated damages to compensate Seller for its costs, losses, and administrative burdens resulting from Buyer's default. In addition, Buyer will remain liable for all reasonable costs of collection and enforcement, including reasonable attorneys' fees and expenses incurred by Seller.
Deliveries are Ex Works Seller's warehouse (Incoterms 2010). Claims for shortages or transit damages must be made by Buyer directly to the carrier. Shipping dates are approximate and not guaranteed. Seller may make partial shipments.
All returns are subject to US REPLACEMENT PARTS return policy. NEW OEM (Genuine), Gasket Sets, Gaskets, Seals, Chemical and Electrical Parts are non-returnable. NEW OEM (Genuine) parts are non-cancelable after the order has been placed. Prior approval and a written authorization number must be obtained before any return can be made. Any return made without prior approval and a written authorization number will not be accepted. Products returned for credit must be in new condition and packaged in their original carton or crate (used, discontinued and certain custom-made items cannot be returned for credit.) Freight charges must be prepaid on all return shipments. Claims for shortages must be made within 15 days after shipment. Claims on defective materials or workmanship must be made within the limited warranty period. Items with return authorization must be delivered to the Seller within the applicable warranty period, as measured from the invoice date. For non-stock parts and Genuine parts, the vendor's return policies will apply. US REPLACEMENT PARTS reserves the right to restock as well as charge a 15% restocking fee on all orders that have been sitting in the warehouse for over 60 days; a 7% restocking fee for cancellation of orders already picked.
New Products: Six months from invoice date. Reconditioned or Rebuilt Components: Six months from invoice date. Warranty void if proper installation/operation conditions aren't met. Undercarriage Components: Nine months or 1,200 operating hours, whichever occurs first. Specific usage and installation conditions apply. Defective products will be repaired, replaced, or credited at Seller's discretion, subject to return policy compliance. Replaced products become Seller's property. DISCLAIMER: THIS IS BUYER'S EXCLUSIVE REMEDY. NO OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING MERCHANTABILITY OR FITNESS FOR PURPOSE), APPLY.
Seller's total liability will not exceed the price of the product giving rise to the claim. Under no circumstances will Seller be liable for indirect, incidental, punitive, or consequential damages, including lost profits or substitute equipment rental.
Seller is not liable for loss, delay, or non-performance due to causes beyond its reasonable control, including: acts of God, buyer actions, war, terrorism, fire, weather, labor issues, legal/governmental actions, transportation issues, supply shortages, or other similar events.
Buyer agrees to comply with all applicable U.S. and international export laws and sanctions (including the U.S. Export Administration Regulations and OFAC regulations). Any violation will entitle Seller to terminate any business relationship immediately. Buyer will indemnify and hold Seller harmless for any breach of this section.
These Terms and Conditions constitute the full agreement between the parties, superseding all prior communications and agreements.
These Terms and Conditions may be modified only by a written instrument signed by both parties.
No waiver of rights under these Terms and Conditions will be effective unless in writing. A delay or partial exercise of any right does not waive further enforcement.
If any provision is deemed unenforceable, the remaining provisions will remain in effect.
All remedies are cumulative and not exclusive. The aggrieved party may seek all remedies available in law or equity.
These Terms bind and benefit the parties and their successors. Buyer may not assign rights without Seller's prior written consent.
These Terms are for the sole benefit of the parties and their permitted successors; no third-party beneficiaries are intended.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in Palm Beach County, Florida.
Buyer agrees to indemnify, defend, and hold harmless Seller and its affiliates, officers, employees, and agents from any claims, liabilities, damages, costs, and expenses (including attorneys' fees) arising out of Buyer's use, resale, misuse, or modification of the products, or breach of these Terms and Conditions.
Buyer agrees that electronic communications, including emails and electronic signatures, shall have the same legal effect as written and signed documents in forming and enforcing agreements under these Terms and Conditions, in accordance with the U.S. E-SIGN Act