AGREEMENT
By placing an order (via purchase order or otherwise) in connection with the Sales Agreement (“Quote”) provided to you, you accept the terms and conditions set forth below, and agree that the same shall constitute a valid and binding contract (the “Agreement”) between you and Unlimited MFG Solutions, LLC.
PURCHASE AND SALE OF EQUIPMENT
Unlimited MFG Solutions, LLC will sell to you, and you will purchase from Unlimited MFG Solutions, LLC the personal property (the “Equipment”) shown on the Quote for the total sales price (the “Sales Price”) specified thereon.
PAYMENT
Upon placement of an order, you will pay to Unlimited MFG Solutions, LLC any deposit specified on the Quote. You agree to pay to Unlimited MFG Solutions, LLC the unpaid balance of the Sales Price within the agreed number of days (“Payment Terms”) after delivery of the equipment. Unless stated otherwise on the Quote, you will pay to Unlimited MFG Solutions, LLC all charges for transportation and transit insurance to the delivery location. In any event, you are responsible for payment of all rigging and drayage charges, structural alterations, rental of heavy equipment and other expenses necessary to place the equipment at the desired installation site.
You also agree to pay any applicable taxes, fees or other charges (together with related interest and penalties not arising solely Unlimited MFG Solutions, LLC negligence) imposed or assessed with respect to the Sales Price or other charges paid here-under, or on the equipment. This includes all sales taxes, but not taxes based upon Unlimited MFG Solutions, LLC net income.
Unlimited MFG Solutions, LLC will invoice you for the Sales Price. However, receipt of an invoice is not a condition to timely payment. Payment will be made in U.S. Dollars to Unlimited MFG Solutions, LLC address set forth in the invoice or to such other place as Unlimited MFG Solutions, LLC may designate (direct bank wire transfer to Unlimited MFG Solutions, LLC account). Any payment not made by the due date will accrue interest, from the due date and until it is paid, at the lower of 1.5 % simple interest or the maximum rate allowed by law.
Authorized returns will be subject to a 20% percent restocking fee, or otherwise agreed between both parties prior to return any equipment.
DELIVERY AND INSTALLATION
Unlimited MFG Solutions, LLC will arrange delivery of the equipment and use reasonable efforts to meet the estimated shipment date specified on the Quote. If a date is not specified, delivery will be made on such date as is consistent with equipment availability and Unlimited MFG Solutions, LLC normal business practices.
You agree to accept delivery of equipment upon its arrival at the delivery location, and to furnish all labor required for unpacking and placing the equipment in the desired location at the installation site. Unless stated otherwise on the Quote, you are responsible for all set-up and installation of the equipment.
If the delivered equipment includes features not specified on the Quote, other than standard features generally provided by the manufacturer at no extra cost, Unlimited MFG Solutions, LLC will have the right to remove or deactivate such features at its expense at a mutually convenient time.
LICENSED SOFTWARE
Any software listed on the Quote will be subject to your separate license agreement with the owner or distributor (“licensor”) except as the agreement may conflict with the terms of this Agreement. You will comply with all non-conflicting terms and look solely to the licensor for satisfaction of all claims and warranties relating to the software.
TITLE AND RISK OF LOSS
You will receive title to the equipment (excluding any software), free and clear of all encumbrances, upon full payment of the Sales Price. Unlimited MFG Solutions, LLC will be responsible for all risk of loss and damage to the equipment (other than due to your negligence or willful misconduct) until delivery of the equipment to the loading dock at the designated delivery location. After that, you will be responsible for insuring the equipment.
UPGRADE OF EQUIPMENT
If the Equipment consists of a feature, device or model upgrade for other equipment (an “Upgrade”), all parts removed as part of the Upgrade will become the property of Unlimited MFG Solutions, LLC, unless otherwise stated on the Quote. You will be responsible for assuring the delivery of such removed parts to Unlimited MFG Solutions, LLC in good working order and with good and clear title, upon installation of the upgrade, but in no event later than ten days after your receipt of the Equipment.
PRICE
The price for each Product and/or Service shall be the price as indicated on the final Invoice face of the initial Quote. Any change in price without Unlimited MFG Solutions, LLC prior written consent and issuance of an amended Quote or Invoice is expressly rejected.
INVOICING
All packages, packing slips and invoices will be marked with the PO number shown on the face of your PO, any reference number required by the customer detailed description of the Products and/or Services provided, Unlimited MFG Solutions, LLC part number (if applicable), date invoice due, and applicable discounts, and such other information as Unlimited MFG Solutions, LLC may request from time to time.
WARRANTIES
New Units
Unless stated otherwise on the Quote, Unlimited MFG Solutions, LLC warrants that the equipment that is sold new, new surplus or reconditioned for 1 year. Any products that are (factory new) will be covered by the manufacturer’s warranty and their specific terms stated on the final Quote and Order Confirmation by Unlimited MFG Solutions, LLC and approved PO from Customer.
WARRANTIES
New surplus and reconditioned units
Unlimited MFG Solutions, LLC warrants that the good(s) sold pursuant to a particular order (“Goods”) shall be free from defects in materials and workmanship for a period of 1 years from the date the customer is invoiced for the Goods (“the Warranty Period”). The foregoing warranty shall only be applicable to Goods stored, installed, handled, operated, or otherwise used under normal conditions.
All warranties issued are provided by Unlimited MFG Solutions, LLC l, not the manufacturer. All warranties issued herein are non-transferable without Unlimited MFG Solutions, LLC prior written consent.
If, during the Warranty Period, a customer wishes to make a claim (“Warranty Claim”), the customer shall provide notice using the following methods:
(a) Email: sales@umsrepair.com
(b) Contact: us at 888-677-7127 for the US and 787-338-0270 for Puerto Rico
Upon receipt of a Warranty Claim, Unlimited MFG Solutions, LLC will issue a Return Authorization Number (“RMA”). Unlimited MFG Solutions, LLC will not accept any Warranty Claim without a valid RMA.
*** Freight and rush fees for Goods returned under Warranty Claims shall remain the responsibility of the customer.
Unlimited MFG Solutions, LLC obligation shall be limited to the repair or replacement, in Unlimited MFG Solutions, LLC sole discretion, of any such Good (or part/component thereof as Unlimited MFG Solutions, LLC determines) free of charge to the customer. If Unlimited MFG Solutions, LLC determines that the Good cannot be repaired or replaced, Unlimited MFG Solutions, LLC shall credit the customer’s account in an amount equal to the sum the customer paid for it.
WARRANTIES
Repaired Products:
Items repaired by Unlimited MFG Solutions, LLC l may not be covered by the manufacturer’s repair warranty because Unlimited MFG Solutions, LLC is not an affiliated service center with any manufacturer. However, the item is covered Unlimited MFG Solutions, LLC (1) year Warranty, the terms of which are set forth below.
Unlimited MFG Solutions, LLC warrants that the components repaired pursuant to a particular repair order (“Repaired Goods”) shall be free from defects in materials and workmanship for a period of two (1) years from the date the customer is invoiced for the Repaired Goods (“the Warranty Period”). The foregoing warranty shall only be applicable to Repaired Goods stored, installed, handled, operated, or otherwise used under normal conditions.
All warranties issued are provided Unlimited MFG Solutions, LLC not the manufacturer. All warranties issued herein are non-transferable without Unlimited MFG Solutions, LLC prior written consent.
Unlimited MFG Solutions, LLC obligation shall be limited to the repair or replacement, in Unlimited MFG Solutions, LLC sole discretion, of any such Repaired Good (or part/component thereof as Unlimited MFG Solutions, LLC determines) free of charge to our customer.
If Unlimited MFG Solutions, LLC determines that the Repaired Good cannot be repaired or replaced, Unlimited MFG Solutions, LLC shall credit the customer’s account in an amount equal to the sum paid for the Services.
If, during the Warranty Period, a customer wishes to make a claim (“Warranty Claim”), the customer shall provide notice using the following methods:
(a) Email: sales@umsrepair.com
(b) Contact: us at 888-677-7127 for US and 787-338-0270 for Puerto Rico
Upon receipt of a Warranty Claim, Unlimited MFG Solutions, LLC will issue a Return Authorization Number (“RMA”). Unlimited MFG Solutions, LLC will not accept any Warranty Claim without a valid RMA.
*** Freight and rush fees for Goods returned under Warranty Claims shall remain the responsibility of the customer.
Any warranty claim must be received before the end of the Warranty Period, together with return of the Good within this same period, and must include Unlimited MFG Solutions, LLC RMA number.
*** This warranty is given in lieu of any other warranties, either express or implied, including that Radwell disclaims any warranty of merchantability, fitness for a particular purpose and/or non-infringement. In no event shall Unlimited MFG Solutions, LLC be liable for any damages except actual damages up to, but not exceeding, the amount customer paid Unlimited MFG Solutions, LLC for the particular Good. Further, Unlimited MFG Solutions, LLC shall not be liable for any special damages including consequential damages, incidental damages, lost profits, or lost revenue.
DEFAULT
If you breach any of your obligations under this Agreement Unlimited MFG Solutions, LLC may, at its option and without notice declare you in default and (a) terminate the Agreement; (b) take possession of the Equipment without court order, posting of bond or other process and without liability for damages; (c) retain any deposit as liquidated damages; and (d) exercise any other remedies available to it at law or in equity, including without limitation those remedies available under the Uniform Commercial Code.
You agree to pay Unlimited MFG Solutions, LLC upon demand all costs and expenses (including reasonable attorneys’ fees) incurred by Unlimited MFG Solutions, LLC in enforcing its rights under this Agreement.
LIMITATION OF LIABILITY
You agree that Unlimited MFG Solutions, LLC will not be liable, to any extent whatever, for the selection, merchantability, suitability, fitness, operation or performance of the Equipment or the results obtained. Under no circumstances will Unlimited MFG Solutions, LLC be liable for any third party claims against you for losses or damages or for any special, incidental or consequential damages (including lost profits or savings), even if Unlimited MFG Solutions, LLC is informed of their possibility. In any event Unlimited MFG Solutions, LLC liability will not exceed the Sales Price for the Equipment.
FORCE MAJEURE
Except for any payment obligation, neither you nor Unlimited MFG Solutions, LLC will be responsible for any delay or failure in performance caused by fire, explosion, war, strike, embargo, governmental requirement, civil or military authority, Act of God, act or omission of carriers or suppliers or other similar causes beyond your or Unlimited MFG Solutions, LLC respective control.
ASSIGNMENT
YOU AGREE NOT TO ASSIGN, TRANSFER OR DISPOSE OF ALL OR ANY PART OF YOUR RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT Unlimited MFG Solutions, LLC PRIOR WRITTEN CONSENT. ANY ATTEMPT TO DO SO WITHOUT SUCH CONSENT IS VOID. Subject to the foregoing, this Agreement will inure to the benefit of and is binding upon your and Unlimited MFG Solutions, LLC respective successors and assigns.
GENERAL
This Agreement is the complete agreement regarding the Equipment and replaces any prior oral or written communications between you and Unlimited MFG Solutions, LLC.
*** Once accepted by you, any reproduction of this Agreement made by a reliable means (such as a photocopy or facsimile) will be considered an original binding agreement and all Equipment listed on the Quote will be subject to this Agreement. Additional or different terms in any purchase order or other written communication from you are void unless Unlimited MFG Solutions, LLC specifically accepts such terms in writing. Failure to object to such terms or the referencing of a purchase order number in connection with a delivery or an invoice will not be deemed an agreement to such terms.
Any notice, request, consent or approval required or given under this Agreement to be effective must be in writing and will be deemed effective upon receipt, or if delivery is refused then on the date sent, if mailed postage prepaid by certified mail, return receipt requested, to Unlimited MFG Solutions, LLC (attention: “Chief Financial Officer”) at its address appearing at the top of the Quote. Either you or Unlimited MFG Solutions, LLC may change its notice address by notice given in accordance with this provision.
All information provided to Unlimited MFG Solutions, LLC is non-confidential. If you require the exchange of confidential information, it will be made under a signed Unlimited MFG Solutions, LLC confidentiality agreement. Other written communication from you is void unless Unlimited MFG Solutions, LLC specifically accepts such terms in writing. Failure to object to such terms or the referencing of a purchase order number in connection with a delivery or an invoice will not be deemed an agreement to such terms.
Any notice, request, consent or approval required or given under this Agreement to be effective must be in writing and will be deemed effective upon receipt, or if delivery is refused then on the date sent, if mailed postage prepaid by certified mail, return receipt requested, to Unlimited MFG Solutions, LLC (attention: “Chief Financial Officer”) at its address appearing at the top of the Quote. Either you or Unlimited MFG Solutions, LLC may change its notice address by notice given in accordance with this provision.
All information provided to Unlimited MFG Solutions, LLC is non-confidential. If you require the exchange of confidential information, it will be made under a signed Unlimited MFG Solutions, LLC confidentiality agreement.
You represent that the acceptance, delivery and performance of this agreement (i) have been duly authorized by all necessary corporate or other action on your part, (ii) do not require the consent of any third party except such as has been duly obtained, and (iii) do not and will not contravene any law, rule, regulation or order now binding upon you or your charter, by-laws or other organizational documents. You further represent that this agreement will constitute your legal, valid and binding agreement enforceable in accordance with its terms. You have read this agreement, understand it and agree to be bound by its terms and conditions.
This agreement will be deemed to have been made in the state of Georgia and will be governed in all respects by the laws of Georgia without giving effect to principles of conflict of law or choice of law. Any action or proceeding arising out of or relating to this agreement shall be commenced in any state or federal court of competent jurisdiction in the state of Georgia.
US & Canada: 888-677-8127