TERMS & CONDITIONS
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1. Confirmation. These Terms and Conditions relate to any quotation offered by Peerless Chain, Inc. (“PEERLESS”), PEERLESS ’s acknowledgement of any purchase order placed by a buyer for products and/or services offered by PEERLESS (“Buyer”), and the ultimate sale of products by PEERLESS, whether in inside or outside of the United States of America. Any additional or differing terms or conditions proposed by Buyer or included in Buyer’s acceptance of PEERLESS ’s quotation or Buyer’s receipt of products shall not become part of any agreement between the parties and are hereby rejected, unless PEERLESS expressly agrees to such additional or differing terms in writing.
2. Pricing. Prices are effective on the specific date of the current price list. Orders received on or after that effective date will be billed at the effective price. Deferred orders will be billed at the effective price of the specified shipping date. PEERLESS will not provide any rebates or refunds on products due to price declines. PEERLESS will not ship any products on consignment. Payment must be made in U.S. Dollars. Pricing and product specifications are subject to change without notice.
3. Taxes. Prices do not include any sales, use, excise, value-added or other local, provincial, or national taxes or assessments or similar taxes, unless otherwise indicated on PEERLESS ’s quotation or purchase order acknowledgement. In addition, for international sales, prices do not include import duties or fees for clearance through customs, unless specifically agreed by the parties in writing. Any such taxes, import duties or customs clearance fees which PEERLESS may be required to pay or collect upon the sale, licensing or delivery of the products shall be paid by Buyer to PEERLESS, unless Buyer provides direct payment authority or appoints PEERLESS to serve as its payment agent using the appropriate form valid in the country to which the product is shipped.
4. Payment Terms. For sales within the U.S., PEERLESS ’s standard payment terms are net 30 days from the invoice date (pending a credit check). For international sales, payment terms shall be at PEERLESS ’s discretion (pending a credit check). Amounts paid do not include applicable customs clearance charges, duties, or taxes, which shall be paid separately by Buyer unless otherwise agreed by PEERLESS (depending on the international delivery term). PEERLESS will review disputed portions of invoices and/or payments only if it is notified by Buyer and receives the necessary documentation within 30 days of the invoice date.
5. Credit Acceptance. Shipments and deliveries shall at all times be subject to the approval of PEERLESS ’s credit department and in case PEERLESS shall have any doubt as to Buyer’s ability to pay, PEERLESS may decline to make any further shipments hereunder, except upon receipt of satisfactory security or payment in advance.
6. Delivery and Title.
- For sales within the continental U.S. – Delivery shall be made F.O.B. Winona, MN, or regional warehouse. Any claim for shortage or damage is the responsibility of Buyer and/or of the carrier. Shipments will be made via least expensive means for all products. Add-to orders for freight allowed status are not acceptable against orders already in process or shipped. PEERLESS requires a completed valid sales tax exemption certificate from Buyer prior to shipping any products to any state requesting sales tax information.
- For international sales – Delivery of any products shall be made in accordance with the international delivery terms set forth on PEERLESS ’s quotation or purchase order acknowledgment. Title to the products shall not be deemed to pass from PEERLESS to Buyer other than within the U.S.
7. Delay. PEERLESS will use commercially reasonable efforts to meet the scheduled date of delivery.
8. Order Cancellation. Orders will be accepted with the understanding that Buyer shall not require any modifications or specifications on deliveries unless its request for such modifications is agreed to in writing by PEERLESS, and Buyer may not cancel. Contact Customer Service for details.
9. Acceptance. The products will be deemed to be accepted by Buyer unless Buyer notifies PEERLESS within ten (10) days after receipt of delivery of the products of any defect or shortage. Buyer shall notify PEERLESS in writing of its rejection due to such defect or shortage and allow for on-site inspection, repair, or replacement by PEERLESS or its agent. The return of any product is at Buyer’s expense and any associated risk of damage for returned products is the responsibility of Buyer until the returned products are received and accepted by PEERLESS. PEERLESS ’s sole obligation for any defect or shortage shall be limited to replacement or repair pursuant to the provisions of the Limited Warranty provisions set forth below.
10. Limited Warranty. PEERLESS’s warranty for the products is attached hereto. Buyer must notify PEERLESS in writing within ten (10) days of discovery of any alleged defect, if within the applicable warranty period.
11. Limitation of Liability. IN NO EVENT SHALL PEERLESS BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION LOSSES, THIRD PARTY LOSSES OR FOR ANY DIRECT/INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE PRODUCTS SOLD HEREUNDER. Any determination of misuse, abuse, modifications, intentional alterations and/or misapplications outside of the control of Peerless. Subject to agreement with or purchase order termination as noted in paragraph 13.
12. Returned Goods Policy. To receive a credit or exchange for goods returned, the following requirements apply:
- Returns must be current models of PEERLESS catalogue items and be in original saleable condition. Reconditioning and/or repacking fees may apply.
- Written authorization to return materials must be obtained from Peerless Customer Service before shipment and must be accompanied by a return goods authorization number, or the return will not be accepted.
- Transportation charges must be prepaid on returned goods.
- Requests to return must be made within one year of invoice date based on product type (Industrial Products & Traction Products) warranty period
- Restocking charge for catalog products is 20%.
- CUSTOM NON-CATALOG PRODUCTS ARE NOT RETURNABLE.
- PEERLESS reserves the right to issue credit at purchase price or current price, whichever is lower.
13. Termination. PEERLESS may terminate any agreement with or purchase order from Buyer if Buyer breaches any of its obligations hereunder or thereunder and fails to cure such breach within thirty (30) calendar days after receiving notice of such breach from PEERLESS. PEERLESS may terminate any agreement with or purchase order from Buyer immediately and without providing Buyer with an opportunity to cure such breach and, at PEERLESS ’s option, cancel all undelivered products or any confirmed purchase orders upon notice to Buyer if (i) Buyer makes an assignment for the benefit of creditors, (ii) a voluntary or involuntary petition or other action in bankruptcy or for reorganization or under any other insolvency law is filed by or against Buyer, (iii) Buyer admits its inability to pay its debts as they become due, (iv) a trustee, receiver or liquidator is appointed for any part of the assets of Buyer, (v) Buyer fails to make payment to PEERLESS in accordance with the terms hereof, or (vi) Buyer breaches any of its obligations under Paragraph 17 hereof. PEERLESS shall not be required to proceed or continue with performance of any agreement or purchase order while Buyer is in default under the terms hereof.
14. Governing Law. The agreement between PEERLESS and Buyer created hereby shall be governed by the internal laws of the state of Minnesota, U.S.A. The parties agree that the United Nations Convention on the International Sale of Goods (1980) shall not apply to these Terms and Conditions.
15. Regulatory Requirements and/or Standards. PEERLESS makes no promise or representation that the products will conform to any international, national, state, or local ordinances, regulations, codes, or standards, except as particularly specified and agreed upon for compliance in writing as part of an agreement between PEERLESS and Buyer. The proposals submitted to Buyer by PEERLESS do not include the cost of any related inspections, permits, product certifications and/or inspection fees unless expressly stated.
16. Arbitration. Any controversy or claim arising out of or relating to any purchase subject to these Terms and Conditions, or breach thereof, shall be settled by binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution (“Rules”). The place of the arbitration shall be in Minneapolis, Minnesota, U.S.A., and the language of the arbitration shall be English. There shall be one (1) arbitrator who shall be appointed according to the Rules. The arbitration shall also be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, 201-208, including the United Nations Convention of the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958. The parties agree that the arbitrator is specifically empowered with the authority to award costs, including attorneys’ fees, to the prevailing party and shall have no power to consider or award punitive or exemplary damages, or any other multiple or enhanced damages, whether statutory or common law. Judgment on any award may be entered in any court having jurisdiction over the parties. The procedures specified in this Section 16 shall be the sole and exclusive procedures for the resolutions of disputes between the parties arising out of or relating to any purchase governed by these Terms and Conditions; provided, however, that a party may seek injunctive or other provisional judicial relief in any court having jurisdiction over the controversy or claim, if in its reasonable judgment such action is necessary to avoid irreparable damage or to preserve the status quo. While the procedures set forth above are being followed, the parties shall continue to perform their respective obligations under this agreement.
17. Export Control. Regardless of any disclosure made by Buyer to PEERLESS of an ultimate destination of the products, Buyer covenants that it will not export or re-export, either directly or indirectly, any of PEERLESS ’s products in violation of U.S. export control laws, including but not limited to the Export Administration Act of 1979 (50 U.S.C. App. §§ 2401-2420), the Trading with the Enemy Act (50 U.S.C. App. 1 et seq.), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-1707), and any regulations, orders or rule issued pursuant thereto (collectively, "U.S. Export Controls") and will obtain any and all licenses and approvals required for export or re-export of the products under U.S. Export Controls. Buyer further agrees to indemnify and hold harmless PEERLESS from any claims, losses or expenses arising from Buyer’s violation of U.S. Export Controls.
18. Severability. If any term or condition, or the application thereof, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of these Terms and Conditions shall remain in full force and effect.
19. Entire Agreement; Amendment. These Terms and Conditions constitute the entire agreement between the parties and supersede all previous understandings, agreements, and representations, either written or oral, with respect to the subject matter hereof. No modification of these Terms and Conditions shall be binding unless made by written agreement of the parties and signed by their duly authorized representatives.
EXCEPT FOR THE WARRANTIES SET FORTH BELOW, PEERLESS CHAIN, INC. DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE PRODUCT’S MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PEERLESS CHAIN, INC. WILL NOT BE LIABLE FOR DEATH, INJURIES TO PERSONS OR PROPERTY OR FOR INCIDENTAL, CONTINGENT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OR EXPENSE ARISING IN CONNECTION WITH THE USE OR MISUSE OF THE PRODUCTS, REGARDLESS OF WHETHER THE DAMAGE, LOSS OR EXPENSE RESULTS FROM ANY ACT OR FAILURE TO ACT BY PEERLESS CHAIN, INC., WHETHER NEGLIGENT OR WILLFUL, OR FROM ANY OTHER CAUSE
Buyer’s sole remedy for breach of any warranty is limited exclusively to obtaining, at the discretion of Peerless Industrial Group, either repair or replacement of any product sold hereunder and manufactured by Peerless Industrial Group. In no event shall Peerless Industrial Group be liable for any incidental or consequential damages. Buyer must notify Peerless Industrial Group, in writing, within 10 days of discovery of the alleged defect, if within the stated warranty period. After receiving authorization from Peerless Industrial Group, product shall be returned to the Peerless Industrial Group plant, transportation prepaid, within 10 days.
Industrial Products Warranty:
The goods sold in our Industrial Catalog (27.12) are warranted free from defects in workmanship and materials for one year from the invoice date.
Traction Product Warranty:
The goods sold in our Traction Catalog (27.76) are warranted free from defect in workmanship and material for one year from the invoice date.
THIS WARRANTY IS VOID IF:
- SPEEDS EXCEED 30MPH / 50KMH, (UNLESS OTHERWISE NOTED)
- MANUFACTURERS RECOMMENDATIONS ARE NOT FOLLOWED
- FITTED IMPROPERLY OR INSTALLED IMPROPERLY
CAUTION: All winter traction product cross members will wear out with extended use. Products can also break due to misfit, misapplication, or misuse. If this should occur, stop immediately and repair or replace product. If these cautions are ignored, Peerless Industrial Group and its distributors are not responsible for injury or vehicle damage. Manufacturer will not warranty alloy wheels or wheel covers damaged by chains or chain tighteners.
Check your owner’s manual:
Most vehicle manufacturers make a statement regarding clearance issues related to their vehicles. Follow your vehicle manufacturer’s recommendations regarding tire chains. This information is in the owner’s manual under chains, traction devices, tires, or a similar heading. It is important to select a traction product that is compatible with the minimum class assigned to your vehicle. This reference is based on the original tire and wheel size shown in your owner’s manual. Using a different size tire may affect the chain’s ability to operate properly. If you cannot locate the clearance requirements of your vehicle, contact the manufacturer.