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Terms and Conditions


1. AGREEMENT AND MODIFICATION OF SALES TERMS. The agreement between Seller and Buyer is with respect to the sale of goods described and shown on this website. Any Terms and Conditions contained in any purchase order or other form of communication from Seller’s customers, which are additional to or different from these Terms and Conditions, shall be deemed rejected by Seller unless expressly accepted in writing by Seller.
 2. ACCEPTANCE OF ORDERS. Acceptance by Seller of Buyer’s order(s) is expressly conditioned upon Buyer’s assent to these Terms and Conditions. Buyer will be deemed to have assented to such Terms and Conditions unless Seller receives written notice of any objections within 10 days after Buyer's order entry or in all events prior to any delivery or other performance by Seller of Buyer's order.
3. QUOTATIONS. Quotations by Seller shall be deemed to be offers by Seller to sell the Goods described therein subject to these Terms and Conditions, and acceptance of such offers is expressly limited to acceptance by Buyer of all of these Terms and Conditions within 30 days from the date of the quotation or as specified. Purchase orders submitted by Buyer for the Goods quoted by Seller shall be subject to and will be deemed to constitute acceptance of these Terms and Conditions. All purchase orders will be subject to approval by Seller.
4. TERMINATION OR MODIFICATION. The Sales Contract may be modified or terminated only upon Seller’s express written consent, which consent will at all times be conditioned on Buyer’s agreement to pay Seller’s modification or termination charges including, but not limited to expenses and costs plus a reasonable profit, except that any Goods completed on or before Seller’s acceptance of termination shall be accepted and paid in full by Buyer. 
5. PRICES AND TERMS. Fulfillment of Buyer’s order is contingent upon the availability of materials. The price of the Goods sold pursuant to the Sales Contract shall be based upon Seller’s prices in effect at the time of shipment and any acceptance of the order will be on the basis of the freight rates in effect at the time of shipment. In the event of an increase or decrease in the applicable freight charges before the material is shipped, such changes in freight charges will be for the account of Buyer. Price advances, discounts, extras and terms and conditions are subject to changes without notice. Unless otherwise provided, price is F.O.B. Seller’s point of shipment, and terms of any payment arrangements other than Credit Card or Paypal shall be net 30 days from date of invoice. Seller may assess finance and service charges of 1-1/2 percent per month (or the highest rate allowed by state law) on invoices not paid within stated payment terms. Open account credit status is offered at the discretion of the Seller. Seller may discontinue open account status or change credit limit as warranted, in its opinion, by the financial condition and/or credit history of the Buyer. Seller may require full or partial payment or payment guarantees in advance of shipment whenever, in its opinion, the financial condition and/or credit history of Buyer so warrants. In addition, Seller may, at any time, suspend performance of any order or require payment in cash, security or other adequate assurance satisfactory to Seller when, in Seller’s opinion, the financial condition and/or credit history of Buyer warrants such action.
6. TAXES. Prices do not include sales, use or other similar federal, state or local taxes. Buyer shall either have a tax-exemption certificate on file with the Seller or pay to Seller, in addition to the price of the Goods, any and all applicable taxes, which may be invoiced separately at a later date.
7. DESIGN; EXTRA WORK; BUYER'S MATERIAL.  (a) If any order accepted by Seller contemplates the preparation of special designs by Seller, Buyer issuing such order will have a responsible representative specifically approve all designs prepared by Seller. (b) If Buyer requests extra work not included in the quotation or original order, Buyer will pay for the extra work at reasonable rates as determined by Seller. (c) In the event spoilage/damage occurs on orders where Buyer furnishes any material, Seller shall not be liable for replacement of or damage to such material.
8. RISK OF LOSS, SECURITY INTEREST.  Delivery shall occur, and risk of loss shall pass to Buyer, upon delivery of the Goods to a carrier at the F.O.B. point of shipment. Transportation shall be at Buyer's sole risk and expense, and any claims for losses or damage in transit shall be against the carrier only. Buyer agrees to perform all acts necessary to provide a fully perfected security interest in the Goods in favor of Seller. Seller may, at its option, repossess the same, upon Buyer's default in payment hereunder, and charge Buyer with any deficiency.
9. DELIVERIES AND QUANTITIES. (a) Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer and the absence of delay, direct or indirect, resulting from or contributed to by circumstances beyond Seller’s reasonable control. Any claims for shortage must be within 10 days from the date of receipt of the Goods by Buyer. (b) In the event that Buyer is unable to accept delivery of the Goods at time of shipment, Seller shall invoice Buyer for the full purchase price as if shipment had been made and: (i) if Seller is able to store such Goods in its own facilities, Buyer will pay Seller the reasonable handling and storage charges for the period of such storage, and (ii) if Seller is unable to store such Goods at its own facility, Seller reserves the right to arrange handling and storage in a suitable bonded warehouse for the Buyer at Buyer's expense. In cases where handling and storage become necessary, it shall be Buyer's responsibility to notify Seller when shipment is to be made. Seller will make necessary arrangements for shipment at Buyer’s expense. Freight and handling charges by Seller may not reflect actual freight charges prepaid to the carrier by Seller due to incentive discounts earned by Seller based upon Seller’s aggregate volume of freight tendered to a carrier or when a carrier must be used which charges a rate which is different than the rate upon which the Seller’s freight and handling charges were based. When shipments are delivered in Seller’s private trucks, Buyer will be charged an amount approximating the prevailing common carrier rate.
10. RETURNED GOODS. Goods may be returned only for defects substantially impairing the value of the Goods and must be previously approved in writing. However, if Seller consents in writing or upon verbal authorization to the return of Goods for any reason, Buyer, who also shall assume all risk of loss of such returned Goods until actual receipt by Seller, must prepay transportation charges.
11. INSPECTION, ACCEPTANCE. Buyer shall inspect the Goods immediately upon the receipt thereof. All claims by Buyer (including claims for shortages), except only those provided for under the WARRANTY AND LIMITATIONS OF LIABILITY and PATENTS clauses below, must be asserted in writing by Buyer within a 10-day period or they are waived. If this contract involves partial performances, all such claims must be asserted within a 10-day period for each partial performance. Rejection may be only for defects substantially impairing the value of the Goods. Buyer’s remedy for lesser defects shall be those provided for under the Warranty and Limitations of Liability clauses. THERE SHALL BE NO REVOCATION OF ACCEPTANCE. If Buyer wrongfully rejects, revokes or delays acceptance of items or work tendered under this contract, or fails to make a payment due on or before delivery, or repudiates this contract, Seller shall, at its option, have the right to recover as damages, either the price as stated herein (upon recovery of the price, the Goods involved shall become the property of the Buyer) or the profit (including reasonable overhead) which the Seller would make from performance together with incidental damages and reasonable costs.
12. WARRANTIES, LIMITATIONS OF LIABILITY AND DISCLAIMER. (a) Seller warrants to the Buyer that its motors, gear reducers, gearmotors, gearboxes, DC controllers, and AC drives are free from defects in workmanship and materials when operated under normal conditions and in accordance with nameplate characteristic limits. This warranty shall be in effect for a period of 12 months from date of installation, but in no event be in effect for more than 18 months from date of manufacture, with the following exceptions: i) EPACT motors ("G" prefix), which are warranted for a period of 24 months from date of installation but for not more than 30 months from date of manufacture, ii) Wattsaver Premium Efficiency three phase motors and Speedmaster Inverter-Duty motors are warranted for a period of 36 months from the date of installation but for not more than 42 months from the date of manufacture. Certain Goods are warranted for different periods of time under specific conditions. Buyer must consult the current product catalog or internet site to confirm this warranty period. (b) Seller’s sole obligation under the foregoing warranties is limited to either, at Seller’s option, replacing or repairing defective Goods (or defective parts thereof) within the warranty period. Seller shall not be liable under any circumstances, for consequential or incidental damages, including, but not limited to personal injury or labor costs. This warranty does not cover the cost of removal, installation, or re-testing of the new or repaired Goods or parts, or any other direct or incidental expenses incurred in shipping the Goods to or from Seller. Replacement Goods or parts are warranted for the remainder of the warranty period applicable to the Goods originally supplied by Seller. All claims for allegedly defective Goods must be made within 10 days after Buyer learns of such alleged defects. All claims not made in writing and received by Seller within such 10-day period shall be deemed waived. With prior approval from Seller, Buyer shall return a sample of the alleged defective part, freight prepaid, for Seller’s inspection, and no other Goods shall be returned to Seller’s District Office/Warehouse, nearest factory, or Authorized Service Center without Seller’s written consent. This warranty shall not extend to Goods subjected to misuse, abuse, neglect, accident or improper installation or maintenance, incorrect lubrication, incorrect electrical connection, improper power supply, or Goods which have been altered or repaired by anyone other than Seller or its authorized representative. (c) Under no circumstances will Seller be responsible for any expense in connection with any repairs made by anyone other than Seller or an Authorized Service Center, unless such repairs have been specifically authorized in writing by the Seller Service and Warranty Department. (d) In the case of motors, drives, gears and reducers manufactured or marketed by Seller, Seller warrants only that such Goods, when shipped, shall be capable of delivering the service rating as indicated in Seller’s written documents, including quotations and catalogs or as noted on such Goods, providing such Goods are properly installed, connected, and maintained, correctly lubricated, operating under normal conditions with competent supervision, and within the load limits and voltage range for which it was sold, and provided further that the equipment is free from critical speed, torsional or other type vibration, no matter how induced. (e) If any prototype or sample was provided to the Buyer, it was used merely to illustrate the general type and quality of Goods and not to warrant that Goods shipped would be of that type or quality. (f) UNLESS AUTHORIZED IN WRITING BY A CORPORATE OFFICER OR VICE PRESIDENT, NO AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO BIND SELLER TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE GOODS SOLD UNDER THE SALES CONTRACT AND ANY SUCH AFFIRMATION, REPRESENTATION OR WARRANTY HAS NOT FORMED A PART OF THE BASIS OF THE BARGAIN AND SHALL BE UNENFORCEABLE. (g) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALLOTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED. (h) Products not manufactured and work not performed by Seller are warranted only to the extent and in the manner that the same are warranted to Seller by Seller’s vendors, and then only to the extent that Seller is reasonably able to enforce such warranty. In enforcing such warranty, it is understood Seller shall have no obligation to initiate litigation unless Buyer undertakes to pay all costs and expenses therefore, including but not limited to reasonable attorney’s fees, and indemnifies Seller against any liability to Seller’s vendors arising out of such litigation. (i) THE FOREGOING IS SELLER’S ONLY OBLIGATION AND BUYER’S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. BUYER’S FAILURE TO SUBMIT A CLAIM AS PROVIDED ABOVE SHALL SPECIFICALLYWAIVE ALL CLAIMS FOR DAMAGES OR OTHER RELIEF INCLUDING BUTNOTLIMITED TO CLAIMS BASED ON LATENT DEFECTS. EVEN IF THE REPAIR OR REPLACEMENTREMEDYSHALLBE DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE UNDER SECTION 2-719 OF THE UNIFORM COMMERCIAL CODE, SELLER SHALL HAVE NO LIABILITY TO BUYER FOR CONSEQUENTIAL DAMAGES, SUCH AS LOST PROFITS, LOST REVENUE, DAMAGE TO OTHER EQUIPMENT OR LIABILITY OR INJURYTO ATHIRD PARTY.IN NO EVENT SHALL BUYER BE ENTITLED TO INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, NOR SHALL SELLER’S LIABILITY EXCEED THE PURCHASE PRICE OF THE GOODS. ANYACTION ARISING HEREUNDER OR RELATED HERETO MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS OR ITSHALLBE BARRED, NOTWITHSTANDING ANYSTATUTORYPERIOD OF LIMITATIONS TO THE CONTRARY. (j) In the event of the resale of any of the Goods, in whatever form, Buyer will include the following language in a conspicuous place and in a conspicuous manner in a written agreement covering such resale: "THE MANUFACTURER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE GOODS SOLD HEREUNDER. BUYER ACKNOWLEDGES THAT ITALONE HAS DETERMINED THATTHE GOODS PURCHASED HEREUNDER WILL SUITABLY MEET THE REQUIREMENTS OF THEIR INTENDED USE. IN NO EVENT WILLMANUFACTURER BE LIABLE FOR CONSEQUENTIAL, INCIDENTALOR OTHER DAMAGES." (k) Nuclear Use Disclaimer - Goods sold by Seller are not intended for use in connection with any nuclear facility or activity. If so used, Seller disclaims all liability for any nuclear damage, injury or contamination, and Buyer shall indemnify and hold Seller, its officers, agents, employees, successors, assigns and customers harmless from and against any and all losses, damages or expenses of whatever form or nature (including attorneys’ fees and other costs of defending any action) which they or any of them may sustain or incur, whether as a result of breach of contract, warranty, tort (including negligence) or otherwise, by reason of such use.
13. REMEDIES AND LIMITATIONS OF LIABILITY. In the event Buyer claims Seller has breached any of its obligations under the Sales Contract, whether of warranty or otherwise, Seller may request the return of Goods and tender to Buyer, at Seller’s option, a replacement shipment of Goods. If Seller so requests the return of the Goods, the Goods will be redelivered to Seller in accordance with Seller’s instructions and at Buyer’s expense. Except as herein provided, Seller shall have no further obligation under the Sales Contract. The remedies contained in this paragraph and paragraph 12 hereof shall constitute the sole recourse of Buyer against Seller for breach of any of Seller’s obligations under the Sales Contract, whether warranty or otherwise.
14. TECHNICAL ADVICE. Any technical advice furnished or recommendation made by Seller or any representative of Seller concerning any use or application of any of the Goods is believed to be reliable, but SELLER MAKES NO WARRANTY, EXPRESSED OR IMPLIED, ON RESULTS TO BE OBTAINED. BUYER ASSUMES ALL RESPONSIBILITY FOR LOSS OR DAMAGE RESULTING FROM THE HANDLING OR USE OF ANY OF THE GOODS.
15. FORCE MAJEURE. Seller shall not be liable for failure to perform its obligations under the Sales Contract in whole or in part caused by the occurrence of any contingencies beyond the reasonable control either of Seller or of suppliers of Seller. If any such contingency occurs, Seller may allocate Goods and deliveries among Seller’s customers.
16. ASSIGNMENT AND DELEGATION. No right or interest in the Sales Contract shall be assigned by Buyer without Seller’s prior written consent, and no delegation of any obligation owed, or to the performance of any obligation by Buyer shall be made without Seller’s prior written consent. Any attempt at assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.
17. PATTERNS AND TOOLING. Unless otherwise agreed to in writing with Buyer, Seller shall retain title to and possession of all special tooling, patterns and dies whether paid for by Buyer or not, but such special tooling, patterns and dies that are specifically paid for by Buyer will be held by Seller exclusively for the manufacture of Buyer's Goods for not more than 2 years after the date of Buyer's last order requiring their use. Seller will exercise reasonable care in handling and storing any tooling, patterns or dies specifically paid for by Buyer, but Seller shall not be liable for damage or loss thereof.
18. PATENTS. SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PATENTABILITY OF THE GOODS OR THAT ANY OF THE GOODS WILL BE FREE FROM CLAIMS OF INFRINGEMENT. Buyer agrees to indemnify and defend Seller in any such suit, action or proceeding for any claim resulting from actual or alleged infringement of any domestic or foreign letters patent for (i) any feature, construction or design incorporated at Buyer’s request in any Goods or to adapt such Goods to the particular use of Buyer or Buyer's customers or (ii) any additions, changes or adaptations made by Buyer or Buyer's customers after delivery of the Goods.
19. CONFIDENTIAL INFORMATION. All drawings, diagrams, specifications, technical data and other materials furnished by Seller and identified by Seller as confidential are and shall remain the exclusive property of Seller and shall be returned to Seller upon request. Buyer agrees to treat such information and material as confidential and not to reproduce or disclose such information or materials without Seller’s prior written consent. This paragraph does not apply to any information already known to and readily accessible in the trade or which may become so through no fault of Buyer.
20. CHANGES. Seller may, at any time, without notice, make changes (whether in design, material, improvements or otherwise) in any catalog Goods, and may discontinue the manufacture of any catalog Goods, all in its sole discretion, without incurring any obligations of any kind as a result thereof, whether for failure to fill an order of Buyer or otherwise.
21. CANCELLATION. The Buyer may not cancel purchase orders without the prior written consent of Seller. This consent will be conditioned on Buyer's agreement to pay Seller’s cancellation charges. Purchase orders for Goods that are substantially complete, as judged by Seller, may not be cancelled and will be shipped and invoiced at the price on the order. For Goods that are not substantially complete, the cancellation charge shall amount to all costs and expenses incurred by Seller and arising out of or in connection with Buyer's order, net of recoverability, but in no event less than 10% of the total invoice price of the equipment or more than the total invoice price.
22. INSTALLATION. Installation of the Goods shall be by Buyer unless otherwise specifically stated in the Sales Contract.
23. SEVERABILITY. If any term or provision contained in the Sales Contract is declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity of any other term, clause or provision contained herein.
24. GOVERNING LAW AND LIMITATION. (a) These Terms and Conditions, and the contract of sale between Seller and Buyer, shall be governed by and construed in accordance with the laws of the State of Wisconsin. Seller and Buyer hereby agree that any legal action deemed necessary by either party hereto shall be brought in the Circuit Court in and for Ozaukee County, Wisconsin and hereby consent to the personal jurisdiction of such court in any such action over the parties hereto. The rights and obligations of Seller and Buyer shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. (b) Attorney’s Fees – Buyer agrees to pay all of Seller’s costs and expenses of collection and litigation, including but not limited to attorneys’ fees and costs. (c) Applicability - The Terms and Conditions as stated herein are applicable as of the date of this printing and until such time as changed by Seller.