Terms of Service
1.PARTIES. Seller is MachineStation USA, LLC (“Seller”). Buyer is the party referred to on the face of Seller’s invoice to Buyer as the Buyer (“Buyer”). These Standard Terms and
Conditions of Sale (“Terms and Conditions”) and Seller’s invoice to Buyer constitute a binding agreement between Seller and Buyer.
2. OBJECTION AND REJECTION OF ADDITIONAL OR DIFFERENT TERMS.
No terms stated by the Buyer in any purchase order, proposal or any other document shall be binding on Seller unless expressly agreed to by Seller in writing. Any additional or different terms in any form delivered
by Buyer to Seller are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given.
3. NON-TRANSFERRABILITY. Buyer may not assign or transfer Buyer’s interest in
the Seller’s invoice or the machine(s) listed therein or any or all of Buyer’s duties, obligations or rights hereunder without the prior written consent of Seller. Any attempted assignment without Seller’s express
written approval is void, Buyer will be in breach of these Terms and Conditions and Seller will have no further duty of performance unless otherwise agreed to in writing by Seller. If Seller’s invoice to Buyer states that
Seller is responsible for the costs of loading and/or shipping the machine(s), loading and/or shipping shall be arranged in the sole discretion of Seller.
4. TAXES, DUTIES AND TRANSPORTATION. Unless otherwise
expressly stated in Seller’s invoice to Buyer, Buyer is solely responsible for arranging and for the costs of loading, shipping, delivery and shipping insurance for shipping the machine(s) from Seller to Buyer. Unless
otherwise expressly stated in Seller’s invoice to Buyer the purchase price for the machine(s) listed in Seller’s invoice to Buyer does not include any relevant taxes, all of which are the Buyer’s sole responsibility. Once
the machine(s) have been loaded, Buyer may not reschedule delivery of the machine(s). If Seller’s invoice to Buyer states that Seller is responsible for the costs of loading and/or shipping the machine(s), loading and/or
shipping shall be arranged in the sole discretion of Seller.
5. DELIVERY, TITLE AND RISK OF LOSS. If Buyer is responsible for loading the machine(s), the risk of loss shall pass to Buyer immediately before
loading. If Seller is responsible for loading the machine(s), rick of loss shall pass to Buyer immediately after the loading of the machine(s). Title to the machine(s) listed in Seller’s invoice to Buyer shall transfer from Seller to Buyer only after Seller receives full payment for the machine(s), and Seller hereby reserves a security interest in the machine(s) to secure such payment. Seller is not responsible for any damage done to the
machine(s) while in transit to Buyer and Buyer assumes all risk of damage in transit.
6. FORCE MAJORE. Seller shall not be liable for delays in performance due to causes beyond Seller’s reasonable control, including but not limited to acts of God, acts or omissions of Buyer, acts or omissions of any civil or military authority, fire terrorism, strikes, delays, losses or damage in transportation, and inability to obtain necessary materials.
7. NO WARRANTY – “AS IS”. Unless expressly otherwise stated in writing in Seller’s invoice to Buyer, THE MACHINE(S) LISTED IN SELLER’S INVOICE TO BUYER ARE SOLD “AS-IS”. The only warranty provided by Seller to Buyer for the machine(s) listed in Seller’s invoice to Buyer is the warranty of title. SELLER HEREBY EXPRESSLY DISCLAIMS ALLWARRANTIES EITHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges and understands that the machine(s) listed in Seller’s invoice to Buyer are pre-owned and used and were not designed or manufactured by Seller. All specifications and descriptions of the machine(s) and the condition thereof are estimates only and Seller makes no representations of any kind as to their accuracy or completeness. By agreeing to purchase the machines(s) listed in Seller’s invoice to Buyer, Buyer represents it has conducted all inspections Buyer desired prior to the purchase.
8. LIMITED 14-DAY WARRANTY. If Seller’s invoice to Buyer states that Seller is providing a warranty to Buyer this paragraph governs. This limited warranty from Seller does not change the Buyer’s payment requirements in paragraph 11. Seller is not required to honor this warranty if the Buyer has not paid the purchase price for the machine(s) in full. Seller must be notified in writing by Buyer within 14 days after delivery at sid@machinestation.us with a cc to jorge@machinestation.us if Buyer believes there is a mechanical or electrical issue with the machine(s) that impedes the function of the machine(s). This limited warranty does not apply to cosmetic issues or issues common to used machines that don’t impede function and cannot be invoked for anything other than a mechanical or electrical issue which impedes the function of the machine(s). Once Buyer has properly notified Seller of the mechanical or electrical issue that Buyer believes impedes the function of the machine(s), Seller will, in its sole discretion, will communicate to Buyer whether the issue Buyer has is covered by Seller’s Limited Warranty. If the Limited Warranty, applies Seller will first directly assist Buyer with the issue to see if Seller can help Buyer overcome the issue. If that is not successful, Seller will send to Buyer an authorized repair person and reimburse Buyer 50% of the cost to fix the issue up to a total reimbursement equal to 10% of the purchase price of the machine(s). This Limited Warranty is void and inapplicable to any mechanical or electrical issues caused by Buyer or Buyer’s agents, employees, etc. such as failing to wire the machine correctly, connecting the machine(s) to an improper service, or non-standard electrical service, or not grounding the machine(s) properly. This Limited Warranty does not apply to mechanical or electrical issues caused by crash damage, operator or installation errors, or any other damage caused by the Buyer, it’s agents and employees, etc., or damage caused in transit whether by the carrier or vandals. If Seller is not property notified as required herein by Buyer within 14 days of delivery of the machine(s) of a request to invoke the Limited Warranty, once 14 days have elapsed from delivery of the machine(s) stated in Seller’s invoice to Buyer, Seller will have no obligations to honor this Limited Warranty.
9. SELLER’S DISCLAIMER OF COMPLAINCE WITH ANY LAWS. Seller does not make any representations regarding the machine(s)’ compliance with any EPA, OSHA or other governmental safety or environmental standards or regulations and Buyer agrees that Buyer will be solely responsible for ensuring the machine(s) comply with any such governmental, environmental or safety standards or regulations, if required.
10. LEASING AGREEMENTS. In the event Buyer’s purchase is financed through lease financing with a third-party leasing company, Buyer agrees that: 1) if the purchase order is placed by the third-party leasing company, it represents Buyers authorization to purchase the machine(s) on Buyer’s behalf; and 2) in the event Seller delivers the machine(s) and Buyer does not execute the lease agreement with the third-party leasing company, Buyer is responsible for payment in full immediately. For purposes of these Terms and Conditions both the Buyer and the Buyer’s leasing company will be considered the Buyer in the transaction and both agree to and will perform in accordance with these Terms and Conditions.
11. PAYMENT TERMS & INTEREST. Terms of payment are within Seller’s sole discretion. All payments from Buyer to Seller must be in US Dollars. Invoices are due and payable as stated in Seller’s invoice to Buyer. In the event Seller’s invoice to Buyer states that Buyer is to pay for the machine(s) listed in Seller’s invoice to Buyer via installment payments, this is a courtesy only, and does not alter the As-Is nature of the transaction. Installment payments payable after the loading of the machine(s), are required to be paid within 24 hours of receipt of the machine(s) by Buyer. Under no circumstances may Buyer withhold any installment payment once the machine(s) are received by Buyer. Buyer’s failure to pay to Seller a payment when due will result in Buyer’s incurring interest 10% or the maximum rate allowed by law which will begin to accrue the day after the payment was due.
12. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR LOST PROFITS, LOSS OF BUSINESS, DOWNTIME, INABILITY TO PERFORM JOBS OR CONTRACTS, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR CONNECTED IN ANYWAY WITH SELLER’S INVOICE TO BUYER, THESE TERMS AND CONDITIONS OR THE PURCHASE OF THE MACHINE(S) LISTED IN SELLER’S INVOICE TO BUYER.
13. GOVERNING LAW AND RELATED MATTERS. Seller’s invoice to Buyer and these Terms and Conditions are to be interpreted and enforced in accordance with the substantive laws of the State of California without regard to
its rules regarding conflict of laws. Any action, suit, or proceeding relating to or arising out of or under Seller’s Invoice to Buyer or these Terms and Conditions shall be maintained in the federal or state courts located in the County of San Bernardino, State of California, and Buyer irrevocably consents to the jurisdiction and venue in said courts and waives any objection to such venue. The prevailing party in any such action, suit or proceeding, arising out of these Terms and Conditions or Seller’s invoice to Buyer shall be entitled to recover reasonable costs and attorney’s fees.
14. HOLD HARMLESS AGREEMENT. Buyer shall indemnify, defend and hold harmless Seller and its affiliates, agents, officers, directors, shareholders, employees, sales persons and representatives from any claim, liability or loss of any kind which are caused by the machine(s) listed in Seller’s invoice to Buyer or caused by any acts arising from the machines(s) listed in Seller’s invoice to Buyer or acts or omissions of the Buyer, it’s agents, sales persons and representatives.
15. NON-WAIVER OF DEFAULT. A waiver of any term or condition herein or in Seller’s invoice to Buyer does not constitute a subsequent waiver of such term or condition or invoice term.
16. CAPTIONS. Captions are for convenience of reference only and shall not modify, limit or otherwise affect, or be used in the construction of any of these terms and conditions.
17. SEVERABILITY. If any provision herein shall be held to be invalid or unenforceable for any reason, such provision shall, to the extent of such invalidity or unenforceability, be severed, but without in any way affecting the remainder of such provision or any other provision contained herein or in Seller’s invoice to Buyer, all of which shall continue in full force and effect.
18. COMPLETE AGREEMENT. Buyer understands and agrees that Seller’s acceptance of any purchase order issued by Buyer, is subject to and expressly made conditional upon Buyer’s agreement to these terms and conditions and the terms in Seller’s invoice to Buyer. These terms and conditions, and Seller’s invoice to Buyer collectively constitute the entire agreement between Seller and Buyer with respect to the subject matter hereof and supersede and cancel all prior and contemporaneous agreements, claims, representations and understandings of Seller and Buyer orally or in writing in connection with the subject matter hereof and is intended by Seller and Buyer to be a complete and exclusive statement of the agreement between Seller and Buyer. No course of dealings or prior dealings between Seller and Buyer and no trade usage will be relevant. These terms and conditions can only be modified writing signed by an authorized representative of Seller and Buyer.