BUCKINGHAM GENERAL TERMS OF SALE
These General Terms of Sale are the only terms and conditions, oral or written, applying to the sale of merchandise to Buyer except for additional terms consistent with these General Terms of Sale on prices, quantities, delivery schedules, and the description and specifications of the merchandise as set forth in a Purchase Order form issued by Buckingham Manufacturing Co., Inc. (hereinafter referred to as “Buckingham”). Any specifications for merchandise shall be only as set forth in a Purchase Order. Buckingham objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to any purchase order, acceptance, acknowledgement, invoice, transmittal or other document other than a Purchase Order. Acceptance is made expressly conditional upon Buyer’s assent to the terms of these General Terms of Sale.
All proposals, negotiations, representations, quotations or agreements, if any, written or oral, regarding the sale of any merchandise and made prior to or contemporaneous with the date of these General Terms of Sale are merged herein. Buckingham’s failure to object to any provision contained in any document or communication from a Buyer shall not be a waiver of these General Terms of Sale or any Purchase Order.
The price list contained herein supersedes all previous issues. All prices are subject to change without notice. Invoices will show prices in effect at time of shipment. All prices FOB at point of shipment. Buckingham reserves the right to add additional charges in the event Buyer requests an extension or acceleration of a scheduled ship date or specifies special packaging.
Buyer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Buckingham, or any of its affiliates and divisions. Accepted Purchase Orders may not be cancelled or amended except with Buckingham’s prior written consent. Buyer expressly waives any claim or dispute regarding a Buckingham invoice if such claim or dispute is not presented to Buckingham in writing within thirty (30) days of the invoice date.
OPEN ACCOUNT TERMS:
1% 10 Days Net 30 Days except when paid with a credit card.
ALL INVOICES ARE DUE NET 30 DAYS, INTEREST WILL BE ADDED TO PAST DUE ACCOUNTS AT THE MAXIMUM ALLOWED BY LAW.
Minimum net billing on any order for Buckingham Products is $250.00. Any orders less than $250.00 will be added a $50.00 service charge.
MINIMUM ADVERTISED PRICE
Buckingham Manufacturing Company Inc. Unilateral Minimum Advertised Price (MAP) policy requires prices no less than the standard package price (SPP) be used in any advertisement of all arborist related products. These products are clearly defined in the price list. All third party sales agree to abide by the required MAP.
ADDITIONS & CANCELLATIONS:
After 3 business days additions to an order already placed will not be allowed. Cancellation of an order for standard merchandise will be accepted without penalty prior to shipment. After shipment a standard restocking fee will apply. Cancellation of an order for non-standard merchandise will not be accepted once the item is in production.
Buckingham will pay freight to one location within the Continental United States if the order exceeds $4,000.00 NET and the invoice is paid within 30 days. If not paid within 30 days, freight will be at the buyer’s expense.
Truck shipments will be sent freight collect. U.P.S. shipments will be prepaid and added to the invoice.
SPECIAL SIZES AND PRODUCTS:
Special sizes may not be returned. Special sizes shall be as follows: Body Belts smaller than 18 or larger than 30; Harnesses and Waist Belts and Aerial Belts less than Small and larger than X-Large. Other specials will be as quoted.
MODEL NUMBERS WITH A ‘Q’ IN MODEL NUMBER:
Any Product with the letter Q in the model number is not returnable without prior approval by Buckingham.
Please call our office at 1-800-YES-BUCK for information.
RETURN MERCHANDISE – RESTOCKING CHARGE:
No merchandise is to be returned without advance approval by Buckingham. Under no circumstances may safety products be returned for credit or exchange after one year from date of manufacture. Buckingham reserves the right to refuse returns on merchandise less than one year from date of manufacture if the design of the product has changed. Credit will be granted only for standard products received in re-saleable condition. A restocking charge of 20%, plus the cost of any rework will be deducted from the original invoice amount. To receive credit, either the invoice number or shop order number is required. Merchandise being returned for credit must be shipped prepaid.
DAMAGED GOODS/SHORTAGE OF MATERIAL/SHIPMENT TRACING:
Any shortage or overages in shipments should be reported to our office within 14 days of shipment. Shortage of cartons and damage in transit by motor freight is the responsibility of the carrier. Please have the driver make a notation on the freight bill. Damaged material delivered by UPS should be reported to our company and your UPS Service Center. Please do not discard shipping carton as it will be needed for inspection. Notwithstanding the foregoing, the risk of loss for all products passes to the Buyer at the time such products are provided to the freight carrier by Buckingham.
ALTERNATE METHODS OF PAYMENT:
Cash in Advance
MasterCard, Visa or American Express accepted
C.O.D. – $12.50 service fee per carton
We guarantee the equipment we manufacture to be free from defects in material and workmanship. We will repair any equipment deemed to be defective which is returned to us by the original purchaser. However, this guarantee is void if any product is changed or altered in any way, or if the product is used in a manner other than for which it is intended. This express guarantee supersedes all other expressed or implied guarantees, obligations or liabilities. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND AS SUCH, ALL IMPLIED WARRANTIES ARE SPECIFICALLY DISCLAIMED.
Buyer will indemnify, defend and hold Buckingham harmless from any claims, demands, actions, liabilities, losses, costs, expenses, or damages whatsoever, including but not limited to attorneys’ fees and costs, based on (a) Buckingham’s compliance with Buyer’s designs, specifications or instructions, (b) modification of any products by anyone other than Buckingham, and/or (c) use in combination with other products.
LIMITATION ON LIABILITY
IN NO EVENT WILL BUCKINGHAM OR BUYER BE LIABLE TO THE OTHER FOR LOST REVENUES, LOST PROFITS OR ANY OTHER INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE LOSSES OR DAMAGES, HOWEVER CAUSED, WHETHER IN ACTION FOR BREACH OF CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL BUCKINGHAM’S LIABILITY EXCEED THE TOTAL AMOUNT PAID BY BUYER TO BUCKINGHAM FOR THE PRODUCT OR EQUIPMENT GIVING RISE TO SUCH CLAIM(S).
CHOICE OF LAW & FORUM SELECTION:
These General Terms of Sale, all Purchase Orders and any claim stemming from the use of Buckingham products shall be governed by, construed and interpreted in accordance with the laws of the State of New York, without reference to (i) the conflicts of laws principles thereof and (ii) the United Nations Conventions on Contracts for the International Sale of Goods. Any claim, action, suit or other proceeding initiated under or in connection with these General Terms of Sale, all Purchase Orders and any claim stemming from the use of Buckingham products must be asserted, brought, prosecuted and maintained only in Broome County, New York, and the parties hereto hereby waive any and all right to object to the laying of venue in any such court and to any right to claim that any such court may be an inconvenient forum. The parties hereto submit themselves to the jurisdiction of each such court and agree that service of process on them in any such action, suit or proceeding may be affected by the means by which notices are to be given to it under these General Terms of Sale. Any claim, action, suit or other proceeding initiated by Buyer in connection with these General Terms of Sale, all Purchase Orders and any claim stemming from the use of Buckingham products must be brought within one year after delivery to Buyer of the applicable merchandise to which such claim, action, suit or other proceeding relates.
These General Terms of Sale and any Purchase Order shall be binding upon and inure to the benefit of Buckingham and Buyer and each of their respective successors and permitted assigns. No oral statements, recommendations or assistance given by a representative and/or distributor of Buckingham to the Buyer or its representatives in connection with the use of any product by the Buyer shall constitute a waiver by Buckingham of any of the provisions hereof, or affect Buckingham’s liability as herein defined.
These General Terms of Sale do not constitute an agency relationship between the parties and neither party shall hold itself out to be the legal representative, agent, or employee of the other party for any purpose whatsoever.
Neither these General Terms of Sale nor any Purchase Order, nor any term or provision hereof or thereof may be modified, amended, or waived, except by a writing duly executed by Buckingham.
Neither party shall assign or delegate its rights or responsibilities under these General Terms of Sale or applicable Purchase Order, or any portion thereof, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Buckingham may assign these General Terms of Sale and any Purchase Order in connection with a merger, a sale of all or substantially all of its assets or business operations related to these General Terms of Sale and any Purchase Order, or a reorganization without the consent of Buyer by providing notice to Buyer.
If any provision of these General Terms of Sale or any Purchase Order shall be held invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed deleted from these General Terms of Sale or any Purchase Order and replaced by a valid and enforceable provision which, so far as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of these General Terms of Sale and any applicable Purchase Order shall continue in full force and effect.
Where these General Terms of Sale are presented in response to a Buyer Purchase Order, the Buyer’s receipt of this acknowledgement of its Purchase Order without protest or objection in writing thereto, shall constitute an acceptance by the Buyer of all the terms and conditions set forth herein.
If you have questions about a product or its intended use, please contact us between 8:00 a.m. and 5:00 p.m. Eastern Time, Monday through Friday at 1-800-YES-BUCK.