Screw Conveyor Parts, LLC (SCP) Terms and Conditions of Sale

DEFINITIONS: “SCP” shall refer to the Screw Conveyor Parts, LLC. “Customer” shall refer to the legal entity whom paid for, is using, is going to use, or who will at any time have procession of portion or whole of the parts, equipment and services supplier by Screw Conveyor Parts, LLC. “Equipment” shall refer to all parts, pieces, equipment, components and any other items or services sold through or by Screw Conveyor Parts, LLC. “Supplier” shall refer to and legal entity who supplies any parts, pieces, equipment, components and any other items or services sold through or by Screw Conveyor Parts, LLC.

TERMS OF PAYMENT: All invoices are due and payable in Tarrant County, Texas. All credit sales are due in full within thirty (30) days from the date of invoice, unless otherwise agreed to in writing or stated in the invoice. No discount is allowed for earlier payment unless authorized by SCP in writing. Accounts past due shall accrue interest at the highest rate allowed by applicable law.

LIMITED WARRANTY: Equipment sold by SCP and manufactured by others is not warranted in any way by SCP and carries only the manufacturer’s warranty, if any. SCP MAKES NO OTHER WARRANTY OF ANY KIND AND HEREBY DISCLAIMS ALL WARRANTIES EXCEPT THE LIMITED WARRANTY HEREBY STATED, BOTH EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. All warranty claims must be submitted to SCP within ten (10) days of discovery of defects or shall be deemed waived, without prior approval in writing.

LIMITATIONS OF LIABILITY: It is expressly understood that SCP’s liability is limited to that of the original manufacturer’s warranty as described above. SCP SHALL NOT BE LIABLE, UPON WARRANTIES OR OTHERWISE, FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY DAMAGES ARISING FROM THE USE OF EQUIPMENT. Thus, SCP is not liable for any other expense, loss or damage including, but not limited to loss of profits, production, increased cost of operation, spoilage arising in connection with the sale or use of, or inability to use the purchased equipment or products for any reason, except as herein provided.

JURISDICTION AND VENUE: It is expressly understood that this sale of products or equipment was negotiated, executed, consummated and is otherwise performable in Tarrant County, Texas, and shall be governed, construed and interpreted as to validity, enforcement and in all other respects in accordance with the laws of the State of Texas, and the laws of the United States of America, as applicable. SCP has its principal place of business in Tarrant County, Texas, which county shall be the proper place of venue to enforce payment or performance. Purchasers irrevocably agree that any legal proceeding arising out of or in connection with this sale shall be brought in the state courts of Tarrant County, Texas, or the United States District Court for the judicial district in which Tarrant County is located.

SAFETY DEVICES: SCP will supply only such safety devices as are specified in writing by the customer. Any additional safety measures or devices which may be required by law, or which the customer wishes to add, are to be furnished by the customer or, at the customer’s written request, the safety devices will be furnished by SCP at additional cost to the customer. The aforementioned safety devices include, but are not limited to; interlocks, limit switches, overflow relief switches, shear pins, emergency stop switches, emergency stop pull cables and point-of-operation switches.

User Training: Customer agrees that it assumes sole responsibility and liability for training of its employees, contractors, agents, and other end users in the safe operation of the SCP sold equipment. Customer agrees that it has not retained nor paid SCP to provide safety training, operational training, or best-practices advice or input regarding the operation of any SCP sold equipment, or the types of safety devices best suited for the customer’s usage of the purchased equipment. Customer acknowledges that it has superior information and control over the manner in which the SCP sold equipment will be incorporated as a component part into customer’s processes, and that the customer is in a superior position to specify appropriate safety devices and to design safety training protocols to conform to equipment usage. Customer releases, indemnifies, and holds harmless SCP, or any of its suppliers, for any claims related to the safe operations of its equipment.

Indemnity: Customer agrees to defend, indemnify and hold harmless SCP for any liability arising out of any injuries, damage, or casualty loss of any kind whatsoever experienced by customer, its employees, contractors, or assigns arising out of or involving in any way customer’s utilization or operation of SCP sold equipment or any component part thereof. Such defense and indemnity obligation includes any and all claims arising out of any allegation of SCP’s own alleged negligence or any alleged manufacturing, design, or warning defect or deficiency asserted against SCP, or its suppliers.

Arbitration: Customer agrees that any claim or dispute of any kind whatsoever arising out of the terms of the sale and purchase of SCP’s sold equipment, any injuries, damage, or loss associated therewith, or any claim asserted on behalf of customer, its employees, agents, or assigns arising out of the operation or utilization thereof will be resolved solely through mandatory binding arbitration as the parties’ exclusive remedy.

SAFETY WARNING LABELS: All equipment sold by SCP has warning labels affixed in many easily seen locations. Additional safety stickers are available upon request from the Conveyor Equipment Manufacturer’s Association (CEMA – www.cemanet.org). Please refer to CEMA Safety Program, along with Warning and Safety Reminders for Screw, Drag and Bucket Elevator Conveyors, CEMA Safety Label Placement Guide and CEMA Safety Labels documents for further information. SCP’s suppliers will supply standard safety warning labels as recommended by CEMA or equivalent industry standards. Customer acknowledges that it has superior information regarding the manner in which the SCP sold equipment will be incorporated into customer’s manufacturing processes, and the skill level and language abilities of customer’s employees who may interface with the equipment. Customer agrees that it is solely responsible for any additional safety signage, warnings, or other safety requirements particular to its employees or utilization of the SCP sold equipment, and customer hereby releases, indemnifies, and holds harmless SCP and its suppliers for any liabilities arising out of same.

CONTRACTS: All contracts are made and accepted in Fort Worth, Texas, and are not valid until written and signed acknowledgement from SCP. It is the intent and purpose of SCP to surrender title to the sold equipment when final payment is made, including shipping charges. Possession may be given before final payment is due, and to protect SCP against default in payment or in the event of an execution or attachment is levied on the customer’s property, it is hereby expressly agreed:
(A) The title and right of possession to the sold equipment shall remain with SCP until full and final payment is made, including shipping charges;
(B) No part of the sold equipment shall be considered a fixture or incorporated into the realty by virtue of its attachment to real estate and any part may be separated from such real estate for the purpose of re-possession by SCP or by its agents in the event of a default by purchaser;
(C) SCP shall have the right to elect a claim of mechanic’s lien against the property upon which this material is situated and waive its rights to re-possess under Paragraphs (A) and (B) above any time before expiration of the time fixed by law for filing a mechanic’s lien;
(D) Acceptance or acknowledgement of any order, quotation or contract is with the express understanding that a “no lien agreement” has not been filed.

DELIVERY: Delivery or shipment lead times or dates represent only the best estimate of the time required to complete the work and ship the material from the SPC supplier or office. All orders are accepted with the understanding that shipping dates are approximate and subject to change because of, but not limited to factory conditions, fires, strikes, material shortages, civil or military authority, mandatory priority and/or other causes beyond the knowledge or control of SCP.

CANCELLATION: Orders received by SCP are not subject to cancellation and no cancellations will be accepted except upon terms that will INDEMNIFY SCP against loss. Accepted order cancellations will include a 15% charge and/or charges for any work performed prior to written notification, whichever is greater.

SHIPPING: All orders are made F.O.B. Fort Worth, Texas, or the location of the supplier unless otherwise indicated. All shipping charges are subject to a minimum 15% mark-up. SCP responsibility ceases when delivery has been made to the transportation company. All equipment shall be checked for damage immediately upon arrival by the customer. If there are shortages or evidence of damage upon delivery, the customer should insist on the transportation agent making notations on the shipping documents before signing the receipt. SCP will cooperate with customers, when desired, in obtaining adjustments from the transportation company due to loss or damage. If assistance is required of SCP, written notification must be received from the customer by SCP within 24 hours of receipt of the equipment and have been documented on the transportation company’s receipt. Do not attempt to install damaged component equipment. Claims for errors or shortages existing prior to delivery of the equipment to the carrier will be considered only when made known to SCP within 24 hours of receipt of equipment.

RETURNED GOODS: No material will be accepted for return unless such return is first authorized in writing by SCP. Accepted returns will include a 15% charge plus any restocking fees accessed to SCP. Customer will pay all shipping charges to return the equipment.

SPECIAL TAXES: Any federal, state or city sales tax or other manufacturers’ or processors’ tax, if any when assessed, will be added to the invoice.

PAINTING: SCP sold equipment will be shipped with one coat of standard shop paint to all outside accessible unfinished surfaces, and a protective coat to all machine-finished surfaces. This coating is meant to prevent major corrosion. This coating is not cosmetic and minor scratches, scuffs, surface rust and wear are to be expected. This coating is not meant to be protective for any period beyond the shipping process. This protective coating is not covered under any warranty hereby stated, both express or implied.