Terms and Conditions of Sale

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Where referred to herein, it shall be understood that the following terminology applies: Seller is The Caldwell Group, Inc., and Buyer is the person or entity acquiring the goods or services described in the quotation.

ACCEPTANCE

Any Purchase Order received from a Buyer shall not result in a contract until it is approved and accepted by an authorized manager of Seller at the offices of The Caldwell Group, Inc., Rockford, Illinois.

CONDITIONS OF SALE

All orders shall be subject to the Terms and Conditions of Sale set forth herein, and none of these terms and conditions may be added to, modified, or otherwise altered except by a written instrument signed by an authorized executive of Seller. Failure of Seller to object to any terms or conditions that may be contained in any acceptance, purchase order or other form of Buyer shall not be construed as a waiver of these conditions nor an acceptance of any such provision.

PRICES

The price quoted may be increased to the extent that Seller's cost of the products sold hereunder may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted in pursuance or federal, state of municipal legislation; and (2) taxes or other charges imposed by governmental authority upon the production or sale of such products or of materials used in the manufacture thereof. If Buyer is unwilling to accept any such increase as computed by Seller, Buyer shall have the right to cancel this agreement on the terms set forth in paragraph 8.

TAXES

The amount of the present or future sales, revenue, excise, occupation, use or other taxes applicable to this transaction shall be added to the purchase price herein stated and shall be paid or reimbursed by Buyer, unless it is indicated that the price includes the tax, or the tax is shown as a separate item, or the sale is a resale exemption.

DELIVERY

Delivery terms are F.O.B. Origin. Buyer shall assume all risk of loss or damage upon delivery to the carrier at the point of shipment. Dates of delivery are determined from the date of Seller's acceptance of any order or orders by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular day of delivery. Seller shall not be liable for failure or delay in shipping goods hereunder if such failure or delay is due to an act of God, war, acts of Government, labor difficulties, accident, inability to obtain materials or supplies, or any other causes of any kind whatever beyond the control of Seller.

CREDIT APPROVAL

Shipments, deliveries and performance of work shall at all times be subject to the approval of and the requirements of the Credit Department of Seller, including the requirement that Buyer pay part or all of the purchase price in advance.

TERMS OF PAYMENT

Payments are to be made in United States funds, unless otherwise stipulated. Subject to the provision of Credit Approval above, terms of payment shall be NET 30 days and shall be effective from date of invoice. Should any invoice not be paid when due, Buyer shall be liable to Seller for a finance charge equal to 18% per annum on the outstanding balance until paid in full. Engineering and/or other special charges, when invoiced separately, shall be payable upon the terms stipulated.

CANCELLATION

Orders accepted by Seller are subject to cancellation by Buyer only upon the consent of Seller. Upon such cancellation and consent, Seller shall cease work and hold for Buyer all completed and partially completed articles and work in process and Buyer shall pay Seller for all engineering work and materials that have been committed and/or identified to the order plus a cancellation charge as prescribed by Seller.

PATENT INFRINGEMENT

No liability will be assumed by Seller for the infringement of any patent rights asserted because of the nature, structure or use of any products ordered by Buyer, and Buyer shall indemnify and hold Seller harmless from all claims for loss or damage, and from all court costs, attorney's fees and other expenses paid or incurred by or imposed upon Seller in connection with the defense of any action brought against Seller by reason of Seller's performance of any order. Upon request by Seller, Buyer will undertake at Buyer's own cost and expense to defend any such action which may be brought against Seller.

WARRANTY APPLICABLE TO NEW PRODUCT FABRICATIONS AND INSTALLATIONS

Seller warrants that its new product fabrications and installations shall be free from defects in material and/or workmanship for the Warranty Period defined in Section 10.A. The warranty extends only to the material and/or workmanship performed by Seller in its fabrication and/or assembling of the finished product for new product installations. This “warranty applicable to new product fabrications and installations” does not include or cover any new components provided for existing products that are being serviced, maintained and repaired.

  1. The Warranty Period for new product fabrications and installations is two (2) years from the date of delivery of the new product.
  2. The warranty created herein is subject to strict compliance with each of the following CONDITIONS.
    1. This warranty covers defects in material and/or workmanship in the fabrication and assembly of the new product.
    2. In some instances, components used in a product carry warranties from their original manufacturers. Seller may assign its rights in those warranties to the original purchaser of the products. Buyer should consult with Seller to determine which components may be covered by such warranties.  
    3. Any defect must become apparent within the applicable Warranty Period.
    4. Buyer must give Seller written notice of any defect within the Warranty Period via certified mail, return receipt requested. Buyer should receive notification from Seller that notice was received within 30 days. If receipt notification is not received by Buyer, it is Buyer’s responsibility to resend notification.
    5. Seller will send instructions for processing of warranty which may include Buyer providing electronic images of product and indicated defects; forwarding product to an authorized repair facility for inspection and or repair with a return authorization number at Seller’s sole expense; or scheduling and onsite inspection of the product by authorized repair personnel.
    6. The product under warranty must have the original nameplate attached to the unit for positive identification.
    7. The warranties provided herein are non-transferable.
  3. If each of the above CONDITIONS are met, Seller will make all necessary repairs to cure any defective material and/or workmanship in said assembled product or at Seller's sole discretion replace said product or refund the purchase price. These repairs shall be made as soon as is reasonably possible. No allowance shall be made to Buyer for loss of use during the time necessary for repairs. In no event shall the warranty be held to include or cover any incidental, indirect, special or consequential damages. Any repaired or replaced product that is provided under this warranty shall be covered by the terms of the same warranty on a pro rated time basis, which reduces the remaining warranty period by the amount of time the original product was in service.
  4. The following EXCLUSIONS are not covered by this warranty:
    1. Damages due to neglect by Buyer.
    2. Damages due to lack of proper maintenance or to misuse by Buyer. This warranty shall be voided due to unauthorized repairs or replacement parts.
    3. Damages due to act of God or other unforeseen accident or cause beyond the control of Seller.
  5. WARRANTY APPLICABLE TO REPAIR SERVICES

    Seller warrants that its material and/or workmanship in providing repair services shall be free from defects for the Warranty Period defined in Section 11.A.

    1. The Warranty Period for all service work is ninety (90) days from the date services are provided.
    2. The warranty created herein is subject to strict compliance with each of the following CONDITIONS.
      1. This warranty covers defects in material and/or workmanship in providing repair services for existing products.
      2. Any defect in the services must become apparent within the applicable Warranty Period.
      3. Buyer must give Seller written notice of any defect in the services within the Warranty Period via certified mail, return receipt requested. Buyer should receive notification from Seller that notice was received within 30 days. If receipt notification is not received by Buyer, it is Buyer’s responsibility to resend notification.
      4. Seller will send instructions for processing of warranty which may include Buyer providing electronic images of the repaired product and indicated defects in the services, or scheduling and onsite inspection of the product by authorized repair personnel.
      5. The warranties provided herein are non-transferable.
    3. If each of the above CONDITIONS are met, Seller will provide all necessary services to cure any defective material and/or workmanship in said service work. These services shall be provided as soon as is reasonably possible. No allowance shall be made to Buyer for loss of use during the time necessary for repairs. In no event shall the warranty be held to include or cover any incidental, indirect, special or consequential damages.  
    4. The following EXCLUSIONS are not covered by this warranty:
      1. Damages due to neglect by Buyer.
      2. Damages due to lack of proper maintenance or to misuse by Buyer. This warranty shall be voided due to unauthorized repairs or replacement parts.
      3. Damages due to act of God or other unforeseen accident or cause beyond the control of Seller.
      4. Service work performed by Seller on any equipment that was not originally fabricated and installed by Seller.

    WARRANTY DISCLAIMER.

    THE EXPRESS WARRANTIES STATED ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OF TITLE), EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABLILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER IS SOLELY RESPONSIBLE FOR EVALUATING THE FITNESS OF THE PRODUCTS FOR THEIR INTENDED USE, INCLUDING WITHOUT LIMITATION ensurING THE integrity of BUYER’S INTENDED load with THE product being provided (i.e., DETERMINING THAT THE load is sound and capable of supporting itself AND IS able to withstand grip pressure).

    LIMITATION OF LIABILITY.

    BUYER'S SOLE REMEDY FOR LIABILITY OF ANY KIND WITH RESPECT TO THE PRODUCTS OR SERVICES FURNISHED BY SELLER TO BUYER AND ANY OTHER PERFORMANCE BY SELLER, OR WITH RESPECT TO BUYER’S USE THEREOF, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO THE REMEDY PROVIDED IN THIS LIMITED WARRANTY AND SHALL IN NO EVENT INCLUDE ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, REVENUE OR PROFIT. IN NO EVENT SHALL SELLER'S LIABILITY FOR DAMAGES WITH RESPECT TO ANY OF THE PRODUCTS OR SERVICES FURNISHED EXCEED THE CHARGES PREVIOUSLY PAID BY BUYER TO SELLER FOR SUCH PRODUCTS OR SERVICES.

    GOVERNMENT REGULATIONS

    Seller hereby certifies that any goods produced pursuant to this order will be produced in compliance with all applicable requirements of the Fair Labor Standards Act, as amended, and of any regulations and orders of the United States Department of Labor issued thereunder.

    CHOICE OF LAW AND JURISDICTION

    Any agreement arising out of this transaction shall be deemed to have been made in Rockford, Winnebago County, Illinois. If acceptance occurs in Rockford, Illinois, the parties agree that the validity, interpretation and performance of any agreement arising out of this transaction shall be governed by the law of the State of Illinois and of the United States of America. The parties hereto hereby submit to the jurisdiction of the Circuit Court of the Seventeenth Judicial Circuit, Winnebago County, Rockford, Illinois, as the sole and exclusive jurisdiction and venue for the purpose of adjudication of all their respective rights and liabilities hereunder.

    STORAGE, PACKING, SPECIAL SERVICES

    Unless otherwise expressly provided, this quotation does not include performance by Seller of any storage, packing, or cartage service. Special painting, or similar processes including storage, shall be in addition to the price.

    DEFAULT

    In the case of default or breach of Buyer in the performance of any or all of the provisions of any agreement arising out of this transaction, Seller may cancel any outstanding order from Buyer and declare all obligations immediately due and payable, and shall in addition have all the remedies afforded under the Uniform Commercial Code and any other applicable law. Buyer shall in addition be liable for Seller's expenses incurred in exercising any remedies available to it, including reasonable attorney's fees and legal expenses. All unpaid obligations shall bear interest at the contract rate.

    DEFERRED DELIVERIES

    If Buyer requests deferral of deliveries, Seller's agreement to deferred delivery shall not excuse Buyer from his obligation to pay for the goods at the same times and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, Buyer shall pay such storage charges as Seller may assess for storing the goods awaiting delivery. If Buyer requests deferral prior to commencement of production, Seller may require progress payments in connection with expenses for materials or services incurred by Seller in anticipation of production.

    LEAD TIME

    Quoted lead time is subject to current schedules at time of order; material availability & manufacturing schedule upon completion of the detailed design. Lead time provided is an estimate of our anticipated ship date & can be impacted by material availability and/or manufacturing schedule. If there is a change to the anticipated ship date, we will notify you as soon as we are aware.

    CHANGE REQUEST

    Engineering/Design Services are based upon detailing the lifting device from our conceptual design. We have assumed one iteration of the concept / approval drawing during the design/review process in our quote. Any additional changes after the first revision concept may result in additional engineering fees. Our initial concept is an estimate, additional costs may be incurred based upon the release of the detailed engineered approval for fabrication drawings. If any such changes cause an increase or decrease in the cost of, or the time required to re-concept, or structural/manufacturing changes needed a new quote or equitable adjustment shall be negotiated in the sales price, performance schedule or both.

    FREIGHT POLICY

    Market Volatility Update: Freight Prepaid applies to LTL & small package shipments transported via standard transit times to U.S. destinations. Expedited, rush or flatbed shipments will incur added surcharges in line with normal procedures.

    Freight surcharge fee will apply to all shipments longer than 12’ and / or over 4,000 lbs. Customers may choose to arrange their own freight. Small package shipments going to Canada and Mexico, duty & tax will still be the responsibility of the customer. Truck shipment to Canada and Mexico, duty, taxes & freight from the border to the destination are the responsibility of the customer.