Terms & Conditions

GENERAL
The following terms and conditions shall constitute the entire Agreement for the purchase and sale of Autowash Maintenance products. Any acceptance contained herein is made expressly conditional upon the Purchaser’s assent to the terms which are different from, in addition to, or vary the terms contained in the Purchaser’s purchase order or request for quotations.  Such assent shall be deemed to occur upon the failure of the Purchaser to object in writing specifically to such term or terms within 14 days from the receipt hereof.  Any terms and conditions contained in the Purchaser’s purchase order or request for quotation which are different from, in addition to, or vary Autowash Maintenance’ terms and conditions shall not be binding upon Autowash Maintenance and Autowash Maintenance hereby objects thereto.

CHANGES
Prior to the date of delivery of any product or products hereunder, the Purchaser shall have the right to make changes in its order provided that Autowash Maintenance receives written notice of the desired changes, and accepts the same and provided further that the Purchaser accepts the additional charge therefore as determined by Autowash Maintenance. Changes which interfere with or alter Autowash Maintenance’ production schedules will not be acceptable unless the time for performance is extended for such period as deemed necessary to Autowash Maintenance. Failure of Autowash Maintenance to accept a Purchaser’s request to change its purchase order shall not be cause for Purchaser’s cancellation of its order except upon payment of a cancellation charge to be determined by Autowash Maintenance.

CANCELLATION
(a)   Autowash Maintenance shall have the absolute right to cancel this Agreement upon breach thereof by the Purchaser, failure by the Purchaser to make any payment required by this Agreement, or the insolvency or bankruptcy of the Purchaser.
(b)   A purchase order of any part thereof which is hereby accepted by Autowash Maintenance may not be canceled unless and until Autowash Maintenance receives written notice of the cancellation, has determined the additional charge to be made and the same has been accepted and paid by the Purchaser.  Upon receipt of a notice of cancellation, Autowash Maintenance shall be entitled to take whatever action it deems necessary and advisable to minimize cancellation charges.

WARRANTY
(a)   Autowash Maintenance warrants, except as hereinafter provided, each product sold hereunder which is assembled by it to be free from defects in assembly under normal use and service for a period of one year after shipment thereof to the original purchaser.
(b)   AUTOWASH MAINTENANCE WARRANTY EXTENDS ONLY TO THE PRODUCTS ASSEMBLED BY IT AND IS, TO THE EXTENT PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY PRIOR WRITTEN OR ORAL REPRESENTATIONS REGARDING SUCH PRODUCTS MADE BY Autowash Maintenance, ITS EMPLOYEES, AGENTS OR REPRESENTATIVES.
(c)   PRODUCTS, OR COMPONENTS THEREOF, SUPPLIED BY ANY OTHER PARTY TO Autowash Maintenance WHICH ARE NOT ASSEMBLED BY Autowash Maintenance ARE COVERED ONLY BY THE INDIVIDUAL WARRANTY OF SUCH OTHER PARTY AND COPIES OF SUCH WARRANTIES WILL BE FURNISHED UPON REQUEST.
(d)   Autowash Maintenance reserves the right to inspect products claimed defective under warranty either at the Purchaser’s location or at Englewood, Ohio.  A defective product is not to be returned to Autowash Maintenance plant unless authorized by Autowash Maintenance.  Products so returned shall be returned to Autowash Maintenance plant freight prepaid.  Any product proving defective due to faulty assembly within one year from date of shipment will be replaced or repaired free of charge, F.O.B. Autowash Maintenance plant, Englewood, Ohio.  Autowash Maintenance assumes no liability for labor charges incidental to the adjustment service, repairing, removal or replacement of the product or other costs, or for the expense of repairs made outside of its factory except when made pursuant to Autowash Maintenance’ prior written consent. Autowash Maintenance, at its option, may ship a replacement or replacements immediately under standard billing and make warranty adjustment after inspection of the defective product by means of credit memorandum.

DELAYS
Autowash Maintenance shall not be liable for damages or for delays in performance due to circumstances beyond its reasonable control, including without limiting the generality of the foregoing and priority system established by any agency of the United States Government, fires, floods, storms, and other acts of God, accidents, strikes, insurrections, war, shortages of materials, lack of transportation and failure of performance of subcontractors and/or suppliers for similar reasons.  Failure of Autowash Maintenance to perform for these reasons aforesaid shall not be grounds for Purchaser’s cancellation of its order but the delivery date shall be extended accordingly.

LIMITATION OF LIABILITY
No claim is made hereunder by the Purchaser, whether as to goods delivered or for non-delivery shall be greater than the purchase price of the goods in respect of which such claim is made, and Autowash Maintenance shall under no circumstances be liable for consequential damages.

MISCELLANEOUS
(a)   This Agreement may not be assigned or otherwise transferred by Purchaser without the prior written consent of Autowash Maintenance and any such assignment or transfer without such prior written consent shall be null and void of no force or effect whatsoever.
(b)   Autowash Maintenance’ failure to insist, in one or more instances, upon the performance of any term or terms of this Agreement shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term or terms and Purchaser’s obligation with respect thereto shall  continue in full force and effect.
(c)   Any notice or other communication required or permitted hereunder shall be sufficiently given if sent in writing by registered or certified mail, postage prepaid to the other party thereto at its respective address first above written.  Any such notice, if so mailed, shall be deemed to have been received on the third business day following such mailing.  Either party hereto may change its address for notice purposes by written notice to the other party.
(d)   The paragraph headings in this Agreement are used for convenience only.  They form no part of this Agreement and are in no way intended to alter or affect the meaning of this Agreement.
(e)   This Agreement may be amended at any time by mutual agreement of the parties hereto by an endorsement to this Agreement signed by each of them.
(f)    The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of any other of its provisions.
(g)   This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.
(h)   We hereby certify that these goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof.
(i)     All reasonable legal and collection costs will be charged to customer if referred for collection.

TAXES
All applicable federal, state or local sales, use, or excise taxes are the responsibility of the Purchaser and shall be in addition to the price or prices stated on Autowash Maintenance’ invoice and other related documents unless otherwise specifically stated.  Autowash Maintenance shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order to which the same applies.

PAYMENT TERMS
(a)   CASH PAYMENT.  Net 30 days.  A service charge at the maximum rate allowed by law will be charged on balances which are over 30 days.
(b)   F.O.B. - Shipping Point unless otherwise stated.