Arrow Motor & Pump, Inc. Standard Terms and Conditions
This Agreement (hereinafter “Agreement”) contains the entire agreement of the customer (hereinafter “Purchaser”) and Arrow Motor & Pump Inc., its Subsidiaries and DBA’s (hereinafter “Arrow” or “Seller”), including all representations and obligations, including all prior and simultaneous negotiations and the parties hereto acknowledge that there are no oral agreements except as set forth herein. All notices required hereunder shall be deemed completed if mailed, via first class mail, or hand delivered to the other party. All quotations are made and all orders are accepted by Arrow subject to these Terms and Conditions (hereinafter “Terms”).
Modifications of Sales Terms
This Agreement may be modified only in writing and signed by both Purchaser and Seller. Any terms or conditions contained in any form of communication from Purchaser that is additional to or different from these Terms shall be deemed rejected by Seller unless expressly accepted in writing by Seller. No modification, amendment, waiver or other change of any of these Terms and/or attachments referenced hereafter, or of any of Seller’s rights or remedies thereunder, shall be binding on Seller unless expressly accepted in writing by Seller’s authorized officers. No course of dealing, usage of trade or course of performance shall be relevant to explain or supplement any of these Terms. In case of conflict between these Terms and those contained on any attachments hereafter, the latter shall control.
Acceptance of Orders
Acceptance by Seller of Purchaser’s Order (hereinafter “Order”) is expressly conditioned upon Purchaser’s assent to these Terms. Any Order entered thru any Arrow Ecommerce website are subject to Purchaser’s acceptance of these Terms and the Website Use Agreement (hereinafter “WUA”). Purchaser will be deemed to have assented to such Terms unless Seller receives written notice of any objections within fifteen (15) days after Purchaser’s receipt of this Agreement and in all events prior to any delivery or other performance by Seller of Order.
Modification of Order
No modification of the Order specifications shall be made except by written order and acknowledged by Purchaser and Arrow. Purchaser authorizes Arrow to accept any modification signed by any authorized member(s) of Purchaser's organization (see “authorized to purchase” on credit application) or adult family member, and Purchaser shall be responsible for such modification. It is the responsibility of the Purchaser to provide a purchase order, if required, for any modification. Arrow may substitute materials and supplies (hereinafter "Substitutes") provided such Substitutes are, in the opinion of Arrow, comparable or substantially similar to those originally specified unless forbidden in writing by Purchaser. Purchaser agrees that Arrow's liability for the omission of any change pursuant to change order shall be limited to the return of any funds collected by Arrow for such modification of Order.
Commencement of Work
Arrow shall commence and complete any Order as soon as commercially practical. Notwithstanding the foregoing or any written agreement that time is of the essence, Purchaser hereby releases and holds Arrow harmless from any claims relating to any failure by Arrow to complete the Order by a specified deadline to the extent any such failure is caused, in whole or in part, by any circumstances beyond Arrow’s reasonable control including weather, strikes, illness or unavailability of Arrow personnel, unavailability or shortage of materials, supplies or equipment, and acts of god.
Supervision of Work
Purchaser understands and agrees that Arrow may use one or more subcontractors, of Arrow’s sole and exclusive choosing, to complete the Order. The direction and supervision of all work rests exclusively with Arrow, and Purchaser shall not issue any instructions to or otherwise interfere with Arrow’s workers or subcontractors.
Arrow agrees to be reasonably conscientious respecting Purchaser’s property, consistent with the requirements of the Order. Purchaser(s) agree(s) that Arrow will not be responsible for incidental damage to Purchaser’s property, occasioned by the work called for, unless Arrow and the Purchaser(s) agree(s) otherwise, in writing.
Errors and Omissions
Prices and data are subject to change without notice. Arrow has attempted to take every precaution to insure that the prices and data presented is error free. However, mistakes sometimes happen, and when discovered, will be corrected. If an error or omission is discovered, Arrow will notify Purchaser via e-mail, fax or phone. Purchaser will be given the opportunity to either approve or disapprove the final sale. In the event a product is offered at an incorrect price or with incorrect information due to typographical error or omission, Arrow shall have the right to refuse or cancel any orders placed for that product(s) listed incorrectly. Arrow shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and the user's credit card charged. If the user's credit card has already been charged for the purchase and the order is canceled, Arrow shall issue a credit to the user's credit card account in the amount of the charge.
Arrow warrants (hereinafter “Warranty”) that all work performed shall be completed in a workmanlike manner. Arrow agrees to repair or replace, at Arrow’s sole discretion, for a period of one (1) year only following Arrow’s completion of the Order and only if Order was paid for in-full, any such work not completed in a workmanlike manner. Except for the foregoing Warranty there are no other warranties express or implied. Purchaser acknowledges and agrees that Arrow's liability, whether in contract or tort, under any warranty, in negligence or otherwise, is limited to the remedy provided within this Warranty. Under no circumstances shall Arrow be liable for any special, indirect, or consequential damages. No action, regardless of form, arising out of this transaction or under this agreement may be brought by Purchaser more than one (1) year after work was performed. With respect to any parts or equipment failure, Purchaser agrees to look solely to the manufacturer of the applicable parts or equipment, and Arrow hereby assigns to Purchaser, to the extent any such warrantees exist and are assignable, any such manufacturer warranties.
Arrow accepts returned merchandise within 10 days of delivery provided new item is in resalable condition in orginal packaging. For additional details please refer to Return Policy.
Freight & Shipping
Arrow will either deliver or ship via UPS or common carrier based upon product size and destination. Freight terms are prepaid and add unless other arrangements are agreed upon in writing. For additional details please refer to Shipping Policy.
In the event Purchaser should default in performing any of their obligations and such default continues five (5) days after Arrow's written notice of such default to Purchaser, Arrow may at its sole option do any or all of the following: (i) cease all further performance and retain not as penalty but as liquidated damages, without proof of loss or damage, any payments made by Purchaser; and/or (ii) elect to enforce the terms of or avail itself of any and all other remedies at law or in equity, including, without limitation, recording a construction lien on the applicable property in accordance with the Michigan construction lien act. Arrow shall also be entitled to its actual attorney’s fees and costs incurred in the enforcement of this Agreement, plus the greater of either (a) $30.00 per month; or, (b) interest at 2% per month (or the highest rate allowed by law, whichever is less) on the unpaid portion of the price that is due and owing.
Purchaser agrees to indemnify, defend and hold Arrow and its affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including actual attorneys' fees) resulting from Purchasers (i) use, misuse or abuse of Arrow’s products or services, (ii) use of products or services provided through Arrow, or (iii) breach of any provision of these Terms. Purchaser will cooperate as reasonably required in Arrow's defense of any claim. Arrow reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Purchaser and Purchaser shall not in any event settle any matter without the written consent of Arrow.
Limitation of Liability
Under no circumstances shall Arrow, or its affiliates, officers, directors, employees, attorneys, or agents involved in providing products or services to Purchaser, be liable for any direct, indirect, incidental, special, or consequential damages for loss of profits, goodwill, use, data or other intangible losses, even if we have been advised of the possibility of such damages, that result from (i) the use of or inability to use products and/or services (ii) the cost of procurement of substitute products and/or services resulting from any product and/or service being undeliverable as ordered; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements, warranties, guarantees or conduct of Arrow or any third party, including but not limited to statements about the use or functionality of any products or services purchased from Seller; or (v) any other matter relating. You hereby acknowledge that this paragraph shall apply to all content, products and services available through the Seller. In no event shall Seller’s total cumulative liability under these Terms exceed the lesser amount of any fees paid, if any, to Arrow or $1.00. Because some states may not allow the exclusion or limitation of liability for consequential or incidental damages, in such states liability is limited to the least amount permitted by law. The limitations of liability provided in this agreement inure to the benefit of Arrow, our affiliates, and to all of our respective officers, directors, employees, attorneys and agents.
Any dispute between Arrow and Purchaser, including the interpretation of these Terms and/or the adequacy of any product or service provided, shall be resolved by arbitration before a single arbitrator who is mutually acceptable to Arrow and Purchaser. If the parties cannot agree on an arbitrator, each party shall appoint its own arbitrator and the two appointed arbitrators shall appoint a third arbitrator. The decision of the arbitrator(s) on any dispute shall be final and binding on the parties and enforceable in any court of appropriate jurisdiction. Any expenses of the arbitrator(s) shall be paid by the non-prevailing party as determined by the arbitrator(s). Nothing in the foregoing Section shall preclude Arrow from pursuing civil litigation against the Purchaser in the event Purchaser either: (i) fails to pay sums due hereunder to Seller; or, (ii) fails or refuses to promptly participate in the arbitration process.
In addition to any prices, Purchaser shall pay the amount of any present or future manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Purchaser. In the event Seller is required to pay any such tax, fee or charge, buyer shall reimburse Seller therefor; or, in lieu of such payment, buyer shall provide Seller at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing such tax, fee or charge.
Purchaser agrees that Arrow reserves the right to take pictures of work performed for Arrow’s use.
In the event that one or more portions of Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other Terms contained in this agreement.
Any delay or failure by Arrow, at any time or times, to require performance of any provision hereof, shall in no manner affect Arrow’s right at a later time to enforce such provision. No delay or failure by Arrow in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.
Purchaser may not assign their rights or delegate their responsibilities hereunder without the express written permission of Arrow. Arrow may, at any time, assign its rights or delegate its obligations hereunder without notice to Purchaser.
In its sole discretion, Arrow may unilaterally amend or modify these Terms or any other documents referenced herein at any time by posting the amended Terms publicly. Any amended or modified Terms will be effective upon posting. Continued use of Arrow’s products and/or services constitutes acceptance of any modified Terms.
This agreement and all documents expressly incorporated by reference constitute the entire agreement between Arrow and Purchaser pertaining to the subject matter hereof.