Please read these Terms and Conditions (“Agreement”, “Terms and Conditions”) carefully before using https://wirebelt.com (“the Site”) operated by The Wire Belt Company of America (“us”, “we”, or “our”). This Agreement sets forth the legally binding terms and conditions for your use of the Site at https://wirebelt.com.
By accessing or using the Site in any manner, including, but not limited to, visiting or browsing the Site or contributing content or other materials to the Site, you agree to be bound by these Terms and Conditions. Capitalized terms are defined in this Agreement.
Intellectual Property
The Site and its original content, features and functionality are owned by The Wire Belt Company of America and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Termination
We may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with you. All provisions of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Links To Other Sites
Our Site may contain links to third-party sites that are not owned or controlled by Wire Belt Company of America. The Wire Belt Company of America has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party sites or services. We strongly advise you to read the terms and conditions and privacy policy of any third-party site that you visit.
Governing Law
This Agreement (and any further rules, polices, or guidelines incorporated by reference) shall be governed and construed in accordance with the laws of Maryland, United States, without giving effect to any principles of conflicts of law.
Changes To This Agreement
We reserve the right, at our sole discretion, to modify or replace these Terms and Conditions by posting the updated terms on the Site. Your continued use of the Site after any such changes constitutes your acceptance of the new Terms and Conditions.
Please review this Agreement periodically for changes. If you do not agree to any of this Agreement or any changes to this Agreement, do not use, access or continue to access the Site or discontinue any use of the Site immediately.
Contact Us
If you have any questions about this Agreement, please contact us.
This Agreement was last modified on July 9, 2014.
Any transaction between Wire Belt Company of America, Inc. (hereinafter “Wire Belt”) and a Purchaser (hereinafter “Purchaser”) is subject to these terms and conditions. These terms and conditions are intended by the parties to be the final expression of their agreement with respect to the terms of their transaction. Submittal of a purchase order to Wire Belt by Purchaser shall constitute acceptance by Purchaser of these terms, and payment of earlier invoices for prior transactions on these terms shall also be deemed evidence of acceptance of these terms.
Subject to Section 12 [“Delays in Matters Beyond Wire Belt’s Control”], these terms and conditions may only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of Wire Belt and the Purchaser or as modified on Wire Belt’s quote. These Standard Terms and Conditions contain the complete and exclusive agreement between the parties, and supersede any and all prior course of dealing, course of performance or usage of trade or oral or written agreements.
ANY TERMS ON PURCHASER’S PURCHASE ORDER OR OTHER FORM, REGARDLESS OF WHETHER COMMUNICATED BEFORE OR AFTER THIS TERM SHEET, WHICH ARE INCONSISTENT WITH THE TERMS SET FORTH HEREIN SHALL NOT APPLY.
1. Payment Terms.
a. Unless otherwise agreed to in writing and except as addressed in Subsection 1.b hereof, Purchaser agrees to pay Wire Belt for the charges incurred by Purchaser under this Agreement prior to the manufacturing of any of the products ordered by Purchaser.
b. Subject to prior successful completion of Wire Belt’s credit application procedure by Purchaser and prior approval of credit by Wire Belt, in Wire Belt’s sole and absolute discretion, Purchaser agrees to pay Wire Belt for the charges incurred by Purchaser under this Agreement on such credit terms as are established by Wire Belt in its sole and absolute discretion, as set forth on the invoice submitted to Purchaser by Wire Belt. In the event that the Purchaser fails to timely pay: (i) then the Purchaser shall pay Wire Belt the costs incurred by Wire Belt as a result of that breach including, without limitation, attorneys’ fees, court costs, stenographic costs, expert fees, and all other costs of collection, and (ii) Wire Belt may cease all other scheduled shipments of products to Purchaser.
c. If Wire Belt sells products to the Purchaser on credit, then to secure payment of the purchase price, Purchaser hereby grants to Wire Belt a security interest in the goods purchased and Wire Belt reserves a security interest in the products, pursuant to R.S.A. 382-A:9-101 et seq. of the State of New Hampshire and the laws of the Purchaser’s state of incorporation and the state in which the Purchaser has its principal place of business, until such charges are fully paid in cash. The security interest described herein is in addition to, and supplemental to, the rights that Wire Belt may otherwise have at law or in equity. The Purchaser authorizes Wire Belt to record a Uniform Commercial Code Financing Statement describing said goods and to notify Purchaser’s prior secured creditors. Wire Belt shall have all of the rights and remedies of a secured party under Article 9 of the Uniform Commercial Code. A copy of Wire Belt’s invoice may be filed as a financing statement.
d. A finance charge of 1.5% per month, but not in excess of the lawful maximum, shall be imposed upon the purchase price of all credit orders that are not paid by their due date. Additionally, failure to pay all amounts due on credit orders within terms agreed upon by Wire Belt shall result in suspension of the customer’s order privileges.
2. Delivery, Title, Risk of Loss, Security Interest. The prices charged for the products ordered hereunder is F.O.B. Wire Belt’s principal place of business in Bedford, New Hampshire, and all costs of transportation of the products from such location are the responsibility of Purchaser. All orders will be shipped by the carrier of Wire Belt’s choice unless otherwise specified by Purchaser. Purchaser shall acquire title to the products upon shipment from Wire Belt’s location and shall bear the risk of loss or damage to the products from and after the time of shipment. Notwithstanding the passage of title upon shipment from Wire Belt’s location, Wire Belt reserves a security interest in the products to secure payment of the charges incurred by Purchaser. Should Purchaser fail to pay all charges incurred in accordance with Section 1 hereof, title to the products shall revert to Wire Belt.
3. Perfection of Security Interest. If Purchaser is purchasing on credit pursuant to Section 1.b, then Purchaser warrants and covenants that no financing statement covering the products or any part thereof or any proceeds thereof is on file in any public office. The Purchaser hereby authorizes Wire Belt to file any and all financing statements or other instruments, and at Wire Belt’s request, Purchaser shall execute or join in executing all financing statements or other instruments, in forms satisfactory to Wire Belt, that Wire Belt deems necessary to perfect its security interest in the products, pursuant to RSA 382-A:9-101 et seq. of the State of New Hampshire and the laws of the Purchaser’s state of incorporation and the state in which the Purchaser has its principal place of business.
4. Orders and Pricing. All orders are subject to acceptance by Wire Belt, and Wire Belt shall not be under any obligation to fill any order prior to acceptance of such order by Wire Belt. All orders for products will be at Wire Belt’s current prices, as in effect at time of shipment. Wire Belt reserves the right to change prices at any time throughout the year. Purchaser orders may not be cancelled or have their delivery dates rescheduled without Wire Belt’s prior written consent, which may be withheld by Wire Belt in its sole and absolute discretion. If Wire Belt agrees to the cancellation of an order, Purchaser shall remain liable to Wire Belt for any costs or expenses incurred by Wire Belt prior to the acceptance of such cancellation. Upon receipt of all shipments, Purchaser shall promptly inspect such shipments and confirm quantities and the kind of products enclosed, and all shipments of orders shall be assumed to include the correct quantity of the product ordered and the correct type of product unless Purchaser delivers written notice to Wire Belt of any deficiencies or missing items within ten (10) days after receipt of shipment.
5. Taxes and Other Charges. The purchase price payable to Wire Belt hereunder does not include the following charges, and Purchaser shall be responsible to pay (either directly or by reimbursement to Wire Belt):
a. All federal, state, county, municipal or other political subdivision, excise, sales, use, property, occupational or like taxes now in force or enacted in the future; and therefore, the prices payable to Wire Belt hereunder are subject to an increase equal to any such taxes that Wire Belt may be required to collect or pay, except taxes based on Wire Belt’s net income; and
b. Shipping, delivery and insurance costs; and
c. A FINANCE CHARGE OF 1.5% PER MONTH, BUT NOT IN EXCESS OF THE LAWFUL MAXIMUM, MAY BE ASSESSED ON PAYMENTS PAST DUE.
6. Limited Warranty. Except as set forth in the next two (2) sentences, Wire Belt disclaims any and all warranties, express or implied, for the design, manufacture, use and performance of the products and Purchaser acknowledges and agrees to such disclaimer. Wire Belt warrants to the original purchaser of any product that the product is free from defects in material or workmanship for a period of twelve (12) months after date of shipment. Any product in violation of such warranty, if reported to Wire Belt within twelve (12) months after the date of shipment and if not as a result of misuse or abuse by Purchaser and if not reasonable wear and tear, and if Wire Belt agrees in its sole and absolute discretion that such product is defective, shall be repaired or replaced or result in the issuance of a credit by Wire Belt, at Wire Belt’s sole and exclusive option, at no charge to Purchaser. Written notice of any defective products must be provided to Wire Belt by Purchaser within seven (7) days of discovery and within twelve (12) months after the date of shipment. There are no warranties which apply, other than those set forth hereinbefore, on products in favor of Purchaser. Purchaser acknowledges that the foregoing is Purchaser’s sole remedy upon any breach of such warranty and it waives any other rights or remedies available to it at law or in equity. Wire Belt shall not be liable for any consequences resulting from the use of the products for any unintended useage, and such unintended usage or abuse shall void any and all warranties. Wire Belt does not guarantee, warranty or represent that any products are free from any possible patent infringement, although it is unaware of any actual infringement. All warranties hereunder are non transferable and non-assignable and run only to the original purchaser. Any parts or repair work supplied outside of the warranty period shall generate additional charges for which Purchaser is responsible.
7. DISCLAIMER. THE PRODUCTS ARE SOLD “AS IS,” IN THEIR EXISTING CONDITION, WITH NO WARRANTIES OR REPRESENTATIONS WHATSOEVER EXCEPT AS SET FORTH IN SECTION 6. WIRE BELT DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES SHALL WIRE BELT BE RESPONSIBLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR UNANTICIPATED PROBLEMS, LOSS PROFITS, PROJECT DELAYS OR OTHER EVENTS OUTSIDE OF ITS CONTROL.
8. Return of Products. Purchaser shall not return any products to Wire Belt without prior written authorization from Wire Belt and without obtaining from Wire Belt a return number. Any and all products which are eligible to be returned hereunder shall have as the sole and exclusive remedy the return and the repair of such products, and under no circumstances whatsoever shall any defective products, or the replacement of such products, or the issuance of a credit, in Wire Belt’s sole and absolute discretion, whether covered by the warranty set forth hereinbefore or not, give grounds for set-off. Purchaser hereby waives any and all claims it might have as to its rights to set-off. Shipping for the return of products shall be paid by Purchaser. If Purchaser’s claim is valid, then Wire Belt shall pay the shipping to return the repaired or replacement products to Purchaser, and such shipment shall be at the standard ground transportation rates. If the claim is not legitimate, in Wire Belt’s sole and absolute discretion, then Purchaser shall pay the cost of such return shipping. All approved product returns, as permitted by Wire Belt, shall be subject to a restocking charge determined by Wire Belt.
9. Nature of Relationship. Wire Belt and Purchaser mutually agree that Wire Belt is not an agent, partner or joint venturer with Purchaser in the performance of any and all work to be provided pursuant to this Agreement. Neither party hereto shall have authority to make binding commitments on behalf of the other party hereto, nor shall any party make any representations that such authority exists.
10. Outside Activities. Nothing herein shall be construed to prevent Wire Belt from making sales or providing engineering, consulting or other services to any persons, individuals, partnerships, corporations or other entities including, but not limited to, clients or competitors of Purchaser.
11. No License of Intellectual Property. Wire Belt is not licensing any of its tradenames or trademarks or patents to Purchaser hereunder.
12. Delays in Matters Beyond Wire Belt’s Control. If Wire Belt is delayed or prevented from performing this Agreement due to any cause beyond its control, then the delay shall be excused during the continuance of, and to the extent of, such cause, and the period of performance shall be extended to the extent necessary to allow performance after the cause of delay has been removed. Due to unforeseeable changes beyond the control of Wire Belt, it shall retain the right to change its prices accordingly upon a change of its costs and to alter the delivery schedule for the products, upon prior written notice to Purchaser.
13. Notices. Any notice to be given pursuant to this Agreement shall be given in writing, personally delivered or via certified or registered mail, postage prepaid, at the respective addresses of the parties as set forth on the face of the purchase order of on the face of the invoice for the transaction.
14. Waiver. The failure to exercise a right under this agreement, the delay in exercising or the partial exercise by either party shall not operate as a waiver thereof of any right hereunder. A waiver on one occasion shall not operate as a waiver on other occasions.
15. Severability. If any term or provision of this Agreement, shall, to any extent, be held invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement shall not be affected thereby, and each term and provision shall be valid and enforceable to the fullest extent permitted by law.
16. Governing Law and Choice of Forum. This Agreement is made under and shall be governed, construed and interpreted by, and in accordance with, the laws of the State of New Hampshire. All disputes relating to this Agreement shall, at Wire Belt’s election, be resolved only by litigation in New Hampshire state courts or federal courts in the District of New Hampshire of proper jurisdiction and venue. Each party hereto expressly agrees to submit to such jurisdiction and venue for all purposes under this Agreement. Notwithstanding the foregoing, Wire Belt may seek equitable relief, an injunction, a decree or legal damages in any jurisdiction and venue. The parties agree that each transaction is a business transaction and not a consumer transaction.
17. Amendment. Subject to Section 4 and Section 12 hereof, these terms and conditions may only be modified by a written agreement of subsequent date hereto duly signed by persons authorized to sign agreements on behalf of the parties hereto.
18. Headings. The paragraph headings throughout this Agreement are for reference purposes only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provision of this Agreement.
19. Default. If Purchaser fails to pay any charges when due or otherwise defaults on its obligations, then Purchaser shall pay all costs and attorneys’ fees incurred by Wire Belt and Wire Belt shall have the right to terminate this Agreement immediately upon such nonpayment or default.
20. No Assignment By Purchaser. Purchaser may not assign or transfer this Agreement or any of Purchaser’s rights or obligations hereunder without the prior written consent of Wire Belt.
21. Entire Agreement. This Agreement, including its preamble, recitals, schedules and Standard Terms and Conditions, contains the complete and exclusive Agreement between the parties, supersedes any and all prior course of dealing, course of performance or usage of trade or oral or written agreements and may not be waived, altered or modified except by written agreement of the parties of subsequent date hereto. The preamble and all recitals and schedules, exhibits and attachments attached hereto are herein incorporated by reference.
PURCHASER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO BE BOUND BY THE TERMS HEREOF AND THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE MUTUAL UNDERSTANDING OF THE PARTIES AND THAT THIS AGREEMENT SUPERSEDES AND CANCELS ALL PREVIOUS WRITTEN AND ORAL AGREEMENTS AND COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THAT IT SHALL NOT BE REPLACED OR SUPERSEDED BY ANY SUBSEQUENT SETS OF TERMS UNLESS SUCH SUBSEQUENT TERMS ARE CONSENTED TO BY WIRE BELT. ANY TERMS IN PURCHASER’S PURCHASE ORDER OR OTHER FORM WHICH ARE INCONSISTENT WITH THE TERMS SET FORTH HEREIN SHALL NOT APPLY.
22. Termination. Wire Belt reserves the right to terminate its obligations to the Purchaser at any time, immediately, for breach by Purchaser of any of its obligations, duties or responsibilities hereunder.
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