These Terms and Conditions govern all transactions between IndustryUptime, Inc. and the customer requesting credit terms. Exceptions to these terms are only granted in the event that a contractual agreement is signed by both parties which clearly stipulates that such agreement supersedes the terms set forth, or in the case that the original invoice states terms which differ than those terms listed below.
1.Terms. Payment in good funds is due net thirty (30) days from the date of the invoice (unless otherwise stipulated on the invoice). Progress payments required on all orders over $30,000. Invoices not paid when due are subject to finance charges at a rate of one and one-half percent (1½%) per month (18% per annum) until paid in full. Payments received will be applied to accrued finance charges first, and then to reduce the principal balance. Failure to pay for goods and/or services rendered by IndustryUptime may result in acceleration of collections procedures
including, though not limited to, third-party collections and/or legal action.
2. Preliminary Lien Notice. Customer acknowledges that IndustryUptime may, from time to time and within its sole discretion or by law issue preliminary lien notices concerning the use of labor provided and/or materials supplied to any project. Prior to performance by IndustryUptime, Customer agrees to provide the following information to IndustryUptime or its Lien Service: Project Name, Exact Location where equipment,labor and/or materials are to be used, Owner’s Job Number assigned to Prime Contract, Owner, Prime Contractor, Lender (if any), and Bond Number. Customer shall be responsible for payment regardless of whether a Preliminary Notice has been filed, or whether or not the Customer has been paid by the Owner or Primary Contractor. The filing of Preliminary Lien Notice is for the protection of IndustryUptime and the Customer. However, this does not relieve the liability of the Customer for prompt payment within allowable terms as stated herein or on the invoice.
3. Delivery. Delivery dates are estimates only. IndustryUptime shall not be liable for any total or partial failure to deliver, for any delay in delivery or production due to causes beyond its control including, though not limited to, acts of God, acts of Customer, war or civil unrest, priorities, fires, strikes, subcontractor delays, supplier delays, delays in transportation or inability to obtain labor or raw materials. In no event shall IndustryUptime’s obligation and liability under this Contract extend to direct, indirect punitive, special, incidental or consequential damages or losses Customer may suffer or incur in connection therewith, such as, though not limited to, loss of revenue or profits, damages or losses as a result of Customer’s inability to operate, perform its contract, shut down of its plant or operations, loss of use of the goods or associated goods or costs or substitute of such goods, facilities or services, inability to fulfill contracts with third parties, injury to goodwill, claims of Customers and the like, nor shall it extend to damages or losses Customer may suffer or incur as a result of such claims, suits or other proceedings made or instituted against Customer by third parties.
4. Returns. Equipment returns must be reported to IndustryUptime in writing within 10 days of receipt and returned within 30 days of receipt of goods (unless otherwise noted). All equipment returns require a Return Materials Authorization (RMA) number marked clearly on the outside of the packaging. ALL RETURNS ARE SUBJECT TO INSPECTION, AND FINAL APPROVAL IS CONTINGENT UPON THE INSPECTION RESULT. All custom equipment, used equipment, hazardous materials, production equipment and equipment not returnable by IndustryUptime is not returnable to IndustryUptime. A MINIMUM restock fee of 30% will apply on IndustryUptime stock items. Goods shipped to IndustryUptime FREIGHT COLLECT will be refused.
5. Agreement of Sale. Notwithstanding the generation of other quotations, forms, orders, purchase orders or documents, IndustryUptime is agreeing to perform so long as Customer assents to all terms contained in this Terms and Conditions document. Any terms that are additional to or different shall not be binding on IndustryUptime. Unless Customer notifies IndustryUptime, Inc. in writing to the contrary within three (3) business days after receipt of these Terms and Conditions, acceptance shall be deemed made and in the absence of such timely, written notification, the sale and shipment by IndustryUptime of these goods and services covered by this contract shall be conclusively deemed to be subject to the Terms and Conditions of this Contract.
6. Returned Checks. Any returned checks, disallowed funds, transfers and all other forms of payment reversals are subject to a $50.00 processing fee and may result in a revocation of credit terms.
7. Entire Contract. This Contract constitutes the final and entire agreement between IndustyUptime and Customer and any prior or contemporaneous or subsequent agreements, oral or written, are merged herein unless Customer and an authorized agent of IndustryUptime execute a subsequent writing expressly modifying the Terms and Conditions of this Contract. No other written documentation, even if signed by a IndustryUptime representative other than an authorized agent, shall be binding upon IndustryUptime (unless otherwise noted).
8. Disclaimer of Warranties. Customer shall be responsible for determining the good operating condition of all materials and equipment prior to accepting the same and NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE IS MADE UNLESS THE SAME IS SPECIFICALLY SET FORTH IN WRITING AND ACCEPTED IN WRITING BY INDUSTRYUPTIME, BUT IN SUCH CASE SUCH WARRANTY OR GUARANTEE IS LIMITED AS ABOVE PROVIDED. Notwithstanding the foregoing, IndustryUptime will pass through to the Customer any warranty provided by the manufacturer of any equipment supplied by IndustryUptime. IndustryUptime will not be liable for any damages as a result of delay claims irrespective of the cause of the delay. Warranties are based on equipment delivered to IndustryUptime or factory. IndustryUptime is not responsible for charges to retrieve and/or re-install equipment for warranty consideration.
9. Cancellation. Orders are accepted with the understanding that cancellations are subject to charges and/or restocking fees as reasonably designated by IndustryUptime, which in the case of custom ordered equipment, may be the entire purchase order price after crediting delivery charges and sales tax.
10. Taxes. The price does not include any present or future federal, state, or local property, license, privilege, sales, use, excise, gross receipts or other like taxes or assessments which may be applicable to, measured by, imposed upon or result from this transaction. Such taxes will be invoiced separately to the Customer who shall make payment to IndustryUptime on the terms and conditions of this Contract. IndustryUptime will accept a valid exemption certificate from the Customer, if applicable. If such exemption certificate is not recognized by the governmental taxing authority involved, the Customer agrees to promptly pay/reimburse IndustryUptime for any taxes covered by such exemption certificate which IndustryUptime is or may be required to pay.
11. Indemnity and Hold Harmless. Customer covenants and agrees to defend and indemnify and hold IndustryUptime harmless from any claims, damages or liabilities arising out of the use, maintenance or delivery of the Equipment/Materials purchased or rented hereunder. Customer shall further defend and indemnify and hold IndustryUptime harmless for any and all damages to third persons or to property caused by Customer’s use or possession of the Equipment/Materials to the fullest extend allowable.
12. Disputes. All payment disputes must be presented to IndustryUptime in writing, within 20 days of invoice date, or Customer shall have been deemed to have waived all rights to use any disputes as defense for non-payment or for not honoring the payment terms.
13. Governing Law. The interpretation and performance of this contract shall be governed by the laws of the State of California. Customer consents to the jurisdiction of the courts of the State of California with venue to be designated in Placer County, California and agrees that the prevailing party in such litigation shall be entitled to recover.