TERMS AND CONDITIONS
ARCH ABRASIVE TOOLS Inc. - d/b/a AAT. ("AAT") reserves the right to modify these Terms and Conditions without notice and any modifications are effective when they are posted here.
a) ARCH ABRASIVE TOOLS Inc. – d/b/a AAT. (“AAT”) hereby disclaims any and all warranties not expressly contained herein, including the implied warranties of merchantability and fitness for a particular purpose.
b) Customer acknowledges and agrees that AAThas not made any warranties or representations nor given any assurances or guarantees except as expressly set forth herein.
c) Customer acknowledges its reliance upon its own expertise and/or the expertise of its subcontractors and/or agents in ordering grinding wheels or other items AAT(the “Goods”) and has not relied on AATin making its purchasing decision.
d) As Customer’s sole and exclusive remedy for defects in the Goods ordered from AAT, AATshall, at its sole cost and expense, correct any defect(s) in the Goods after receipt of the defective Goods and timely written notification thereof from Customer. All Goods shall be deemed accepted by Customer unless Customer rejects same within thirty (30) days of delivery. In the event Customer needs a longer period of time to accept or reject the Goods, Customer and AATmust modify the Terms and Conditions herein in writing prior to shipment of the Goods to the Customer.
e) Customer shall not either (i) remove, change or modify the name and/or logo which appear on any of the Goods or (ii) add the name or logo of any party to the Goods.
2. Risk Allocation/Indemnification
a) Defective Workmanship. Customer assumes the risk(s) for all damages, including by way of illustration and not limitation, consequential damages, incidental damages, exemplary damages and lost profits resulting from or relating to defects in the Goods. Customer shall not, under any circumstances, hold or attempt to hold AAT liable for any damages resulting from defective Goods. Customer shall defend, indemnify and hold AAT harmless from any costs, expenses, damages, judgments and/or legal fees incurred by AAT as a result of or in connection with the Goods purchased from AAT . Customer acknowledges that its above-stated assumption of the risk(s) was factored into the price for the Goods and that AAT would have assumed some or all of the risk(s) in consideration for a higher price for the Goods.
b) Product Safety. Customer shall be solely responsible for ensuring the safe utilization of any equipment used in connection with the Goods and for compliance with all state, federal and/or local laws and regulations, including, without limitation, the regulations promulgated by the Occupational Safety and Health Administration. Customer shall indemnify, defend and hold AATharmless from any and all costs, expenses, damages, judgments and/or legal fees incurred by AATas a result of or in connection with the alleged unsafe use of equipment in connection with the Goods.
3. Payment. Invoices shall be paid within the period set forth on the face of this Invoice. Customer shall pay interest on balances remaining unpaid beyond such period at the lower of 1.5% per month or the maximum rate allowable by law from the date of the invoice. In addition, Customer agrees to pay any and all costs of collection and enforcement, including reasonable attorney’s fees and legal expenses, whether or not litigation is commenced. AATshall retain title to all Goods sold to Customer until all of AATinvoices are paid in full.
4. Returns. Clearly indicate on your packing slip the reason for your return. State that you prefer to have funds credited to your account. You will receive the full purchase price of the product (Shipping charges are not refundable). Include the Delivery Note in the box and return to AAT. We will provide free outbound shipping for the new item. Defective Merchandise/Shipping Errors. Please contact Info@Arch-Abr.com for return instructions.
5. Force Major. AATshall not be liable for any loss, damage, delay, changes in shipment schedules or dates, or failure to deliver caused by shortages of materials, accident, fire, strike, riot, civil commotion, insurrection, war, the elements, embargo, failure of carrier, inability to obtain transportation facilities, government restrictions, acts of God or limitations on AATor its suppliers beyond the reasonable control of AAT or any other cause or contingency beyond the reasonable control of AAT
6. Statute of Limitations. Customer shall have a period of one (1) year from the date the Goods are delivered to Customer to commence any litigation against AATfor any claim, relating to the Goods. Any claim for which litigation is not commenced by Customer within this one (1) year period shall be forever barred and waived. This paragraph shall not prohibit AAT from commencing an action against Customer under the indemnification and/or payment paragraphs herein after the one (1) year period.
7. Delays. AATshall not be liable to Customer or any third party for any costs, expenses, or charges of any nature whatsoever incurred by Customer as a result of any delay(s) in performance by AATregardless of the cause(s) of same.
8. Orders and Invoices. This Invoice, including these Terms and Conditions, constitutes the entire agreement between the Customer and AAT.There are no prior or contemporaneous oral or written agreements binding on either AATor Customer. AAT acceptance of Customer’s order, whether such order is set forth in a purchase order or otherwise, is expressly conditioned on Customer’s acceptance of and agreement to the terms of this Invoice, including these Terms and Conditions; and no different or additional terms/conditions contained in any purchase order shall be of any force or effect. If a conflict arises between the Terms and Conditions of this Invoice and those contained in any purchase order, the Terms and Conditions of this Invoice shall control.
9. Governing Law and Jurisdiction. The interpretation and enforcement of the contents of this Invoice, including these Terms and Conditions, shall be governed by and construed in accordance with the internal law, not the law of conflicts, of the State of Michigan; and the Terms and Conditions contained herein shall be construed in a manner which will render them valid and permit their enforcement. In any action brought by or against AAThereunder, venue shall only be proper in a court of competent jurisdiction located in the State of Michigan, in Oakland County. Customer and AATagree to be subject to personal jurisdiction in, and consent to process issued by, a court in which venue is proper as defined in this Section (12).