Senior Contracts & Compliance Specialist

1) Acceptance of this proposal shall bind “Buyer” to all the terms and conditions of Mechanical Sales, Inc. and/or Mechanical Sales Iowa, Inc. (“Seller”) as outlined below.

2) Seller is a manufacturer’s agent representing various suppliers and or manufacturers. By entering into any sale(s) or service(s) contract, agreement, or similar arrangement with Seller, Buyer acknowledges and agrees that any such contract, agreement, or similar arrangement shall be governed by these Seller standard terms and conditions (“Terms and Conditions”) and the terms and conditions of third-party suppliers of products or services (“Seller’s Suppliers”) included in the sales and services offered by Seller.

All terms and conditions proposed by Buyer are expressly rejected unless contained in a written document signed by an officer of Seller. Acceptance of Seller’s proposal, submission of orders or receipt of products or services from Seller constitutes acceptance of all the terms and conditions stated in these Seller Terms and Conditions and the terms and conditions of Seller’s Suppliers.

In the event of conflict between these Terms and Conditions and any Seller’s Supplier terms passed on to Buyer, these Terms and Conditions take precedence.

3) Buyer agrees that acceptance of this proposal constitutes a formal commitment with Seller to purchase the products and/or services outlined in the Scope of Work.

4) Cancellation:
Accepted orders may not be cancelled by Buyer without written approval of Seller, which may be conditioned upon payment of cancellation fees and recovery of costs incurred.

5) Force Majeure:
Seller will not be liable for failure to perform any obligations under these Terms and Conditions of sale if the failure is a result of any Act of God including, but not limited to, fire, flood, earthquake, storm, hurricane, epidemic, pandemic, or other natural disaster, war, invasion, act of foreign enemies, hostilities, terrorist activities, government sanction, duty, custom, or tariff, blockage, embargo, shutdown, mandated closure, labor dispute, strike, lockout or interruption.

6) Lead Times:
Scheduled lead times are approximate and not guaranteed. Seller will use commercially reasonable efforts to deliver the equipment on or before the estimated delivery date, will notify Buyer if the estimated delivery date cannot be honored, and will deliver the equipment and services as soon as practicable. In no event will Seller be liable for any damages or expenses caused by delays in delivery.

7) Shipping terms and risk of loss shall be FOB manufacturer unless stated different on Seller’s proposal or order acknowledgment.

8) Payment

Terms:

a. Net 30 days from invoice date unless agreed in writing, by Seller, prior to acceptance of the proposal/quotation.

b. Finance charges will be assessed and invoiced on any unpaid balance that goes beyond 30 days from date of invoice at the maximum percent allowable by law and Buyer agrees to pay finance charges in full within 30 days from date of invoice.

c. Buyer waives the right to assert offsets or counterclaims with respect to Seller invoices.

d. Any contract, quotation, agreement, or similar arrangement entered into by and between Buyer and Seller is subject to pricing escalation including, but not limited to, any escalation arising from the application of Section 27 below. For the avoidance of doubt, Seller may pass on additional costs from Seller’s Suppliers.

e. Prices do not include sales, use, excise or similar taxes or any shipping, delivery, or insurance costs, which are Buyer’s responsibility and may be added to Seller’s invoices.

f. Buyer must promptly notify Seller of any disputed invoice prior to the payment due date otherwise the claim is waived.

g. Discount

Terms:

no discounts will be allowed.

h. Retention is not acceptable; finance charges will be assessed as described above on any retained funds and/or unpaid balance beyond Net 30 days from invoice date.

i. Lien waivers and/or releases, when applicable, will not be signed until full payment is received and deposited for all invoices covered by the lien waiver time period.

j. Buyer will be responsible for collection costs…