Terms and Conditions
I. Sales Policy
- Wholesale Only. Tri-State Overhead Crane (TSOC) a division of Tri-State Equipment Company Inc. sells products for business and shall require customers to provide proper identification from all customers prior to any sale.
- Prices. Prices listed are wholesale and do not include freight, taxes, duties, and any handling fees. All prices are subject to change either due to commodity price changes or vendor's price changes. TSOC reserves the right to correct or change prices without notice. Pricing is for 48 Continental United States. TSOC reserves the right to accept or reject any purchase order.
- Sales tax. TSOC does not collect sales tax except in the State Of MO. Customer is responsible for all sales and use tax as required by their respective State.
- Payment and credit terms. TSOC accepts credit cards, checks, money orders and electronic transfers. With credit check terms of net 30 from date of shipment can be established. This is at sole discretion of TSOC and may be revoked at any time. A late fee of 1-1/2% per month of the amount past due or such amount as is allowed by law. Anticipation and cash discounts are not allowed. Payments in U.S. Dollars.
If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with TSOC's credit terms, or fails to supply adequate assurance of full performance to TSOC within a reasonable time after requested by TSOC (such time as specified in TSOC request), TSOC may defer shipments until such payment or compliance is made, pre-pay for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys' fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer's subsidiaries and affiliates purchasing from TSOC will be jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
- Security Interest. Customer hereby grants to TSOC a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to TSOC. Customer agrees to file, or permit TSOC to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of TSOC's lien or security interest.
- Credit Balance. Customer agrees that any credit balance(s) issued by TSOC will be applied to customer's account within one (1) year of its issuance. If customer has not requested the credit balance within one (1) year, any remaining credit balance will be canceled, and TSOC shall have no further liability.
- Credit Card Refunds on Canceled Orders Customer agrees to pay 4% cancellation charge for credit card order that have been processed and need to be refunded. This accounts for bank fees and accounting time to refund the order.
II. Freight Policy
- Freight Policy All Products are shipped F.O.B. shipping point, with freight costs as per TSOC terms on that particular product. C.O.D. shipments are not permitted. Other terms and conditions may apply for additional freight services ("Additional Freight Services"), including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer's carrier, shipments outside the contiguous U.S., or other special handling by the carrier. Any extra charges incurred for Additional Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier. In addition, if freight is damaged upon receipt; it is the customer's responsibility to properly note on shipping document all of the damage and to give a copy to the driver.
III. TSOC Warranty Policy
- LIMITED WARRANTY. All products sold are warranted by TSOC only to customers for: (i) resale; or (ii) use in business, government or original equipment manufacturer. TSOC warrants products against defects in materials and workmanship under normal use for a period of one (1) year after the date of purchase from TSOC, unless otherwise stated. provided that TSOC accepts the product for return during the limited warranty period, TSOC may, at its option: (i) repair; (ii) replace; or (iii) refund the amount paid by customer. Customer must return the product to the appropriate branch or authorized service location, as designated by TSOC, shipping costs prepaid. TSOC's repair, replacement, or refund of amounts paid by customer for the product, shall be customer's sole and exclusive remedy. Wear items are not included.
- WARRANTY DISCLAIMER. TSOC disclaims any liability for claims arising out of product misuse, improper product selection, improper installation, product modification, improper repair or misapplication. No warranty or affirmation of fact, express or implied, other than as set forth in the limited warranty statement above, is made or authorized by TSOC. TSOC expressly disclaims any warranty that the products: (i) are merchantable; (ii) fit for a particular purpose; or (iii) do not and will not infringe upon other's intellectual property rights.
- TSOC makes no warranties to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.
- Warranty Product Return. Before returning any product, the customer to write or call TSOC per the Return Policy. See our Return Policy.
- Manufacturer's Warranty. Manufacturer's warranty certificates can be provided via email at firstname.lastname@example.org or calling at (314) 869-7200.
- Product Compliance and Suitability. Different parts of the country have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. TSOC does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does TSOC accept responsibility for construction, installation and/or use of a product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
- Product Information
- Occupational Safety and Health Administration ("OSHA") Hazardous Substance
Material Safety Data Sheets ("MSDS") for OSHA defined hazardous substances are prepared and supplied by the manufacturers. TSOC makes no warranties and expressly disclaims all liability to any customer or user with respect to the accuracy of the information or the suitability of the recommendations in any MSDS. Customer is solely responsible for any reliance on or use of any information, and for use or application of any product.
- MSDS and Proposition 65 Product Requests-available upon request.
- Product Substitution. Products may not be identical to literature or website published descriptions and/or images.
- Catalog/Website Information. TSOC reserves the right to correct on its website and associated material. Product depictions in literature or on the website are for illustrative purposes only. Possession of, or access to, any TSOC literature or websites does not constitute the right to purchase products.
IV. General Terms
- Limitation of liability. TSOC expressly disclaims any liability for consequential, incidental, special, exemplary, or punitive damages. TSOC's liability in all circumstances is limited to, and shall not exceed, the purchase price paid for the product that gives rise to any liability.
- Third Party Payment Provider. If customer elects to use a third party payment system provider ("Third Party Provider") and TSOC is charged fees by the Third Party Provider, TSOC reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
- Intellectual Property. Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by TSOC, or any trademarks or service marks owned by suppliers to TSOC. All materials contained on the www.tsoverheadcrane.com website are subject to the ownership rights of TSOC and its suppliers. Customer shall have no right to copy or use any of the intellectual property of TSOC or its suppliers without TSOC'S permission.
- TSOC Performance of Services. Customer will hold harmless and indemnify TSOC, its officers, directors, employees, agents, subcontractors or representatives from and against any and all claims, including bodily injury, death, or damage to personal property, and all other losses, liabilities, obligations, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent, incurred by TSOC related to the performance of Services for customer (including without limitation, settlement costs, attorneys' fees, and any and all other expenses for defending any actions or threatened actions) arising out of, in whole or in part, any act or omission of customer, its employees, agents, subcontractors or representatives.
- Independent Contractors. TSOC and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer will not have the right to bind or otherwise obligate TSOC in any manner, nor will customer represent to anyone that it has the right to do so.
- Custom Orders and Products. TSOC may provide custom products for the customer per their specifications. TSOC is not responsible for verifying or confirming the accuracy of specifications provided by customer to TSOC for Custom Products. TSOC's limited warranty terms included in these terms and conditions do not apply to custom products. The product warranty provided by the manufacturer and/or supplier will be customer's sole remedy. All Custom Products are sold on a "FINAL SALE" basis only, and no cancellations, returns, refunds or credits are allowed.
- Cancellation- All product order cancellations must be approved by TSOC, and may be subject to restocking fees and other charges. Also refer to TSOC "Return Policy".
- Force Majeure. TSOC shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of TSOC in the conduct of its business.
- Assignment. Customer shall not assign any order, or any interest therein, without the prior written consent of TSOC. Any actual or attempted assignment without TSOC's prior written consent shall entitle TSOC to cancel such order upon notice to customer.
- No Third Party Benefit. The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
- Waiver, Choice of Law and Venue. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of MO, excluding conflict of law rules, and venue shall be in St. Louis County, State of Missouri.
- Severability. If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
- Modification of Terms. TSOC's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt of TSOC's acknowledgment, or from customer's acceptance of all or any part of the products ordered. No additions or modifications of TSOC's terms and conditions by customer shall be binding upon TSOC, unless agreed to in writing by an authorized representative of TSOC. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in TSOC's acknowledgment, TSOC's fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by TSOC of any of the terms and conditions contained herein or in TSOC's acknowledgment.
- Complete Agreement. The terms and conditions in: (i) TSOC's forms; (ii) acknowledgments, (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and TSOC.