Terms & Conditions - Winston Industries PF46C Owner's Manual

tERmS anD conDItIonS
In consideration of the mutual benefits hereby to be derived, Winston
Industries, LLC ("Winston") and any purchaser, lessee or successive
purchaser ("Purchaser"), of Winston Commercial Equipment, Equipment
Service Parts, and Safety Parts (collectively "Products") agree that:
1. Terms of sale for Products are net 25 (payment must be received within
25 days from invoice date). Prices are subject to change without notice.
Purchaser agrees to pay all costs of collection of past due accounts,
including reasonable attorney's fees. All claims must be made within five
(5) days of receipt of goods or claim will not be allowed. All goods are
shipped at Purchaser's risk. Confirmed orders may not be cancelled or
delayed without written permission from Winston. Cancelled or delayed
orders may be subject to a 20% inventory adjustment/warehousing fee.
Delayed orders will be invoiced on the confirmed ship date. Products
may not be returned without written permission from Winston as
described in paragraph #6 below. Orders placed prior to a price increase,
which are due to ship after the increase, may be charged at the new price.
2. An order will not be effective until accepted by an authorized
representative at Winston's home office. Unless otherwise specified in
writing (a) delivery will be made F.O.B. Louisville, Kentucky and risk of loss
or damage shall pass to Purchaser upon delivery to the carrier, and (b) the
method or agency of transportation and routing will be selected by
Winston. Winston reserves the right to ship freight collect.
3. Winston shall not be liable for any delay in performance due to fire,
explosion, casualty, strike or other labor difficulties, shortage of utility
facility, delay to transportation, breakdown or accident, compliance with
other action to carry out the intent or purpose of any law or regulation,
or any cause, whether similar or dissimilar, beyond Winston's reasonable
control and Winston shall have such additional time for performance as
may be reasonably necessary under the circumstances and the right to
apportion its production among its customers in such a manner as it may
deem equitable.
4. Purchaser agrees to indemnify and hold Winston harmless from any
loss, cost or expense, including cost of defense, and reasonable attorney's
fees, incurred by Winston, arising from or related to (1) Purchaser's use or
sale of Products, including, but not limited to, Purchaser's failure to warn
Purchaser's workers and others of hazards involving the Products;
Purchaser's failure to provide copy of Terms and Conditions at time of sale
of Products to others; Purchaser's failure to instruct Purchaser's workers
and others in how to safely use the Products in compliance with the
Owner's Manual; and Purchaser's failure to provide safe working
conditions and proper safety clothing and gear with respect to the
Products, and (2) non-compliance with these Terms and Conditions, or
both.
5. Purchaser shall pay, in addition to the price hereunder, as a separate
item, any taxes which Winston may be required to pay or collect under
existing or future laws with respect to the sale, delivery, transportation, or
use of any Product sold hereunder including all taxes, however
designated, upon or measured by amounts paid to Winston by Purchaser
hereunder, except net income tax.
6. Products may not be returned by Purchaser except by prior written
agreement with Winston. Returns without prior authorization, as
indicated by an RA number applied to the returned packaging, will be
refused. All returned Products are subject to inspection by Winston and a
20% restocking charge ($30 minimum), which may be reduced if
replacement Product is ordered, plus any other costs necessary to restore
the Products to new condition. The Products must be returned to the
Winston factory freight prepaid, in new condition, and in the original
packaging. Winston reserves the sole right to determine the amount of
credit to be issued on any Products returned for credit. Only standard,
currently manufactured Winston Products may be considered for return
and credit. No returns will be accepted on modified or special order
Need to coNtact us?
www.winstonindustries.com | E-mail customerservice@winstonind.com
Phone 1.800.234.5286 | 1.502.495.5400 | 1.502.495.5458 • Mail 2345 Carton Drive | Louisville, KY 40299 USA
FRYERS
Products (built to a Purchaser's specifications), used Products, or on
Products older than 90 days from the original date of shipment.
7. Acceptance is expressly limited to the Terms and Conditions set forth
herein and any additional or different terms proposed by Purchaser are
rejected unless expressly assented to in writing. In the event during the
course of dealing, Winston signs or otherwise accepts any documents or
forms submitted by Purchaser containing any Terms or Conditions
contrary to or in addition to those of Winston set forth herein, such
documents and forms shall be deemed to have been used for the mere
convenience of Purchaser in the conduct of its internal business affairs
and not for the purpose of varying the Terms and Conditions of this order.
This order including these Terms and Conditions shall constitute entirely
the Terms and Conditions between the parties with respect to the
transaction covered hereby and to all subsequent transactions for
Products obtained from Winston, and no waiver, alteration or modification
shall be binding on Winston unless in writing and signed by an
authorized officer of Winston at its home office.
8. Purchaser's sole warranty is the Zero Accident Program (ZAP) Warranty
Agreement on products manufactured by Winston in effect at the time of
the sale.
OTHER THAN THE ZAP WARRANTY AGREEMENT, WINSTON MAKES NO
WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,
CONCERNING THE PRODUCTS. WINSTON EXPRESSLY EXCLUDES ALL
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. THE TOTAL LIABILITY OF WINSTON WITH RESPECT
TO ANY PRODUCT SHALL IN NO EVENT EXCEED THE PURCHASE PRICE
THEREOF, AND LABOR TO REPLACE. WINSTON SHALL IN NO EVENT BE
LIABLE TO PURCHASER OR OTHERS FOR ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS
RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT
LIMITED TO, DEFECTIVE WORKMANSHIP, MATERIALS OR ANY ERROR OR
OMISSION OF WINSTON.
9. Winston shall not be liable for claims of patent infringement against
Purchaser or Purchaser's loss of the right to use the Product.
10. ARBITRATION: Any controversy or claim arising out of or relating to
this Order, or the breach thereof, shall be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association, except that any arbitration hearing shall be held
in Louisville, Kentucky. Judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Any
application for review of an arbitration award shall be allowed only to the
extent required by Kentucky law and shall be brought in an appropriate
court in the Thirteenth Judicial Circuit or District of Kentucky, or in the
United States District Court for the Western District of Kentucky.
11. GOVERNING LAW: This Order and the rights, duties and legal relations
of the parties, and any arbitration are governed by and construed under
Kentucky laws.
12. The products sold hereunder are produced in compliance with the
Fair Labor Standards Act.
4272X833 rev10 2/9/05
Copyright© 2012 Winston Industries LLC. All rights reserved.
Collectramatic is a registered trademark of Winston Industries LLC.
The Collectramatic logo is a trademark of Winston Industries LLC. All
other company and product names may be trademarks of their
respective companies.
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