Terms & Conditions

  1. TERMS. The contract governing the goods or services referenced in this quotation proposal ("Quotation") is subject only to the terms and conditions stated herein. Seller expressly rejects any additional or different terms proposed by Customer and such different or additional terms shall not become part of this agreement.
  2. SHIPPING. The terms contained in this Quotation are FOB place of shipment. Additionally, Customer agrees to bear all transportation costs to and from Seller's place of business in connection with any repairs or servicing of equipment or parts. In the event that Customer requests Seller to perform transporting services, Customer agrees to pay Seller for the services based on the standard hourly rate that Seller is charging for the transportation services and applicable insurance costs.
  3. DISCOUNT POLICY. For purposes of computing any discount, the discount period shall commence on the date of the Quotation.
  4. IDENTIFICATION. Customer shall indicate purchase order number and invoice or Quotation number on all payments.
  5. INSPECTION. Goods purchased hereunder are subject to inspection and approval by Customer within thirty (30) days of delivery to the carrier at the place of shipment. In the event any such goods are not rejected within thirty (30) days delivery to the carrier at the place of shipment, such goods are deemed accepted by Customer in accordance with the terms of this Quotation.
  6. INSURANCE. Insurance against all risks shall be Customer's responsibility. Customer shall insure each shipment at full value against theft. breakage, transportation, fire, water and all other insurable risks at Customer's expense.
  7. INDEMNITY. Customer agrees to indemnify Seller and hold it harmless from and against all claims, liability, loss, damage or expense, including any and all attorney fees and costs, arising from or by reason of any modification of, change in, use or misuse of the goods provided pursuant to this Quotation, including, without limitation, any environmental or other third-party claims, whether or not such claim, liability, loss, damage or expense is the result of an actual or claimed defect in the goods. In the event any portion of Customer's indemnity obligation as provided herein shall be deemed unen­forceable under applicable law, then this provision shall be reformed to provide the greatest enforceable indemnity protection for Seller available under the applicable law.
  8. FAIR LABOR STANDARDS ACT. The goods and/or services mentioned herein have been produced or provided in compliance with the provisions of the Fair Labor Standards Act of 1938, as amended.
  9. TERMINATION. Seller may terminate this Quotation or any part thereof for any reason at Seller's convenience upon written notice to Customer. Upon such termination, Customer agrees to waive all claims for damages, including those for loss or anticipated profits. No such termination shall relieve Customer of any of its obligations for goods delivered or services rendered hereunder.
  10. PROPRIETARY RIGHTS. Seller expressly retains its proprietary ownership interest in any and all patents, copyrights, design rights and other proprietary rights relating to goods delivered hereunder. All specifications, drawings, inventions, engineering, technical data and/or equipment supplied by Seller shall remain its property and shall be held in confidence by Customer. Such information shall not be reproduced, used or disclosed to others by Customer without Seller's prior written consent and shall be returned to Seller upon demand.
  11. PAYMENT TERMS. Payment terms are net 30 days. If the Customer desires to receive credit it must request credit in advance or must have an approved line of credit. Time is of the essence and all payments shall be made in accordance with the schedule established by this Quotation. If Customer fails to make any scheduled payments within 10 days of the date required by this Quotation, upon 3 days written notice to Customer, in addition to any other rights or remedies provided by law or this Quotation, Seller may, at its option and without liability to Seller, terminate the contract contained in this Quotation under which such goods were shipped to Customer, and any other purchase orders submitted by Customer, or may require advance payment from Customer prior to delivery of any goods in the future. A 1.5% per month service charge will be assessed on all past due invoices. Such service charge will be assessed on the first day on which the invoice becomes past due. Seller is not obligated to notify Customer prior to assessing any such service charge. No extension of any payment schedule may be made without written permission from the Seller.
  12. ACCELERATION: ATTORNEYS' FEES. If any sum is not paid when due under this agreement Seller may at its option declare all sums owing immediately due and may refer the account to its attorneys or other collection agencies for collection. Customer agrees to pay Seller's reasonable attorneys' fees and costs incurred in the collection of any amounts owed pursuant to this Quotation together with any finance charges.
  13. BANKRUPTCY. ETC. In the event Customer files a voluntary petition in bankruptcy, makes a general assignment for the benefit of creditors, takes any action or adopts any procedure available to Customer under any provision or chapter of the U.S. Bankruptcy Code or state receivership laws or fails to secure the immediate dismissal of an involuntary petition in bankruptcy, or if a receiver is appointed to liquidate or conduct the business of Customer, then Seller may, at its option, immediately terminate this Quotation and any purchase orders submitted by Customer and may discontinue any future shipments of goods under any such purchase orders, without liability to the Customer in respect of any portion of the goods not theretofore delivered or performed, or may require advance payment from Customer prior to shipment of any future deliveries of goods.
  2. TRADE-IN ALLOWANCE AND RETURNS. In the event that Customer makes payment to Seller in the form of property other than money, or otherwise returns, delivers or transfers property to Seller, Customer hereby represents to Seller that any such property is free and clear of all liens, claims of others, and encumbrances and that such property is in good working condition and fit for the purpose for which it is intended. In the event that any such property which is returned or used as a payment or partial payment to Seller is in a condition other than that represented to Seller, Seller may, in its sole discretion, make any adjustments to the amount of such credit for the return payment. Customer shall promptly pay the full amount of the difference between the value, as determined by Seller, and the credit provided to Customer. Before returning any goods for credit, refund or otherwise, Customer must obtain Seller's prior written consent thereto.
  3. SECURITY TERMS. Customer hereby grants to Seller and Seller reserves a purchase money security interest in all goods purchased hereunder and any proceeds thereof, for the full amount of the quotation price until such amount is paid in full. Customer agrees that Seller may sign on Customer's behalf any document necessary to perfect such security interest.
  4. LIMITATION OF DAMAGES. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES IN THE NATURE OF PENALTIES. In the event of a termination, Customer hereby waives all claims for any damages whatsoever. Customer agrees that Seller will not be held responsible for loss or damage to equipment or parts submitted for repair or service which result from fire, theft, or other causes beyond Seller's control, and that Customer's sole remedy for any such loss shall be the recovery of any amounts received by Seller on Customer's behalf from any insurance policy covering such loss.
  5. FORCE MAJEURE. Seller shall not be liable for any modifications, cancellations or delays in fulfilling Seller's obligations under this Quotation or any purchase orders sub­mitted by Customer or this Quotation proposal, or any portion thereof due to any acts of God, war, riots, fire, explosion, flood, civil commotion, insurrection, strike, lockout, in­junction, earthquake, storm, embargo, inability to obtain fuel, power, raw materials, labor disputes, containers or transportation facilities, accident, breakage of machinery or ap­paratus, national defense requirements, or any cause beyond the control of the Seller which prevents the Seller from performing its obligations under such purchase order or this Quotation.
  6. SUCCESSORS AND ASSIGNS. Customer shall not assign any of its rights or obligations evidenced by this Quotation without the prior written consent of Seller. This agreement shall be binding upon and inure to the benefit of the Customer and Seller and their respective successors, legal representatives and assigns.
  7. GOVERNING LAW. This Quotation and any disputes arising thereunder shall be governed by the laws of the State of Michigan, without regard to its conflicts of law provisions, and, unless specifically excluded or altered by terms contained herein, the Uniform Commercial Code as adopted in the State of Michigan, as amended from time to time, including all terms relating to Customer's remedies.
  8. ARBITRATION CLAUSE. All disputes arising out of or in connection with this Quotation or any purchase order covering the substance of this Quotation shall be submitted to binding arbitration before the American Arbitration Association in accordance with its then applicable Commercial Arbitration Rules. Such arbitration shall be conducted in Southfield, Michigan and in accordance with Michigan law. The arbitration award shall be final and binding upon the parties and may be enforced by any court of competent jurisdiction.
  9. NONWAIVER. The failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provi­sion or as a waiver of the provision itself.
  10. RELATIONSHIP OF PARTIES. Seller and Customer are independent contracting parties and nothing contained in this Quotation shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or create any obligation on behalf of or in the name of the other.
  11. ENTIRE AGREEMENT. This contract and these terms and conditions, together with any other documents incorporated herein by reference, constitute the sole and entire agreement between Customer and Seller with respect to the subject matter hereof, su­perseding completely any oral or written communications unless the terms thereof are expressly incorporated herein. No additions to or variations from the terms hereof shall be binding unless expressly agreed to, in writing, by the Seller. The paragraph headings in this agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this agreement and shall not constitute a part of this agree­ment. All terms and conditions proposed by the Customer which are different from or in addition to this Quotation are unacceptable to Seller, are expressly rejected by Seller, shall not become part of this Quotation and shall be a full and sufficient reason for Seller's termination of this Quotation.
Reliable & Trusted

The Industry's Longest Warranty

All Nicrocraft™ parts are covered by our 12-month, unlimited-hours warranty against defects in material and workmanship under conditions of ordinary use and service. Unlike others in the industry, coverage begins from date of installation – not date of purchase. Register your parts today to start taking advantage of the industry's longest warranty.