TERMS AND CONDITIONS OF SALE
(version February 3, 2023)
- Parties. “Seller” means Freeboard Technology, LLC, an Ohio limited liability
company. “Buyer” means the entity or person submitting the purchase order to Seller.
- Application. These Terms and Conditions of Sale define the relationship of Buyer
and Seller and apply to all sales of equipment, parts, supplies, materials, or other
personal property (individually and collectively, “Equipment”) by Seller to Buyer.
Buyer acknowledges and agrees that these Terms and Conditions of Sale are
incorporated in, and are a part of, each quotation, purchase order, invoice, release,
requisition, work order, shipping instruction, specification, and any other document,
whether expressed verbally, in written form or electronic commerce, relating to the
sale of Equipment by Seller to Buyer (these documents are collectively referred to as
- Quotation Expiration. Written quotations are valid for a period of 30 days unless
otherwise noted by Seller. Seller will have the right to withdraw any quote that has
not been accepted by Buyer within the 30-day time period.
- Pricing. Prices for Equipment and other related information shown in any Seller or
manufacturer product publication, including but not limited to catalogs, brochures,
and websites, are subject to change without notice. Prices do not include related
freight charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or
charges of any nature whatsoever imposed by any governmental authority unless
otherwise expressly noted by Seller.
- Taxes. Prices quoted do not include (and Buyer shall pay) all taxes and fees of any
kind that may be levied or imposed on either party by federal, state, municipal, or
other governmental authorities in connection with the sale or delivery of the
Equipment by Seller with the exception of Seller’s income tax obligations arising out
of the sale of the Equipment.
- Terms of Payment. Unless otherwise specifically agreed in writing by Seller, the
total price is due and payable to Seller, without setoff or other deductions or charges,
net 30 days of Seller’s invoice.
Any amounts due by Buyer to Seller that are unpaid on or after 30 days of Seller’s
invoice will bear interest at the rate of 1% per month or the maximum rate permitted
by law, whichever is less. The accrual or payment of any interest as provided above
will not constitute a waiver by Seller of any rights and remedies in connection with a
default by Buyer. Buyer will pay all court costs, attorney fees, and other costs
incurred by Seller in collecting past-due amounts, including interest.
If shipment or delivery of Equipment is delayed by or at the request of Buyer, payment will remain due in full 30 days from the date of Seller’s invoice. In such event, Seller may impose, and Buyer shall pay, storage charges and other incidental expenses incurred by Seller as a result of the delay in addition to any interest on late payments as described above.
- Security Interest. As security for payment of all amounts due to Seller, Buyer
grants to Seller a security interest in all Equipment sold by Seller to Buyer, and Seller
will have all rights of a secured party under the Uniform Commercial Code with
respect to the Equipment. Buyer appoints Seller as its attorney-in-fact with authority,
at Seller’s option, to take actions as Seller deems reasonable in the circumstance to
perfect the above security interest in any one or more jurisdictions, and Buyer shall
pay all applicable filing fees.
- Limited Warranty—Disclaimer of Warranties.
Seller warrants products against defects in materials or workmanship for a period of
12 months from the date of delivery to the original customer unless an extended
warranty is quoted and purchased separately. This warranty is limited to the
replacement or repair of such defects, without charge, when the product is returned to
Seller. Damage due to accidents, misuse, tampering, lack of reasonable care, loss of
parts, failure to perform prescribed maintenance, or accidents of nature are not
covered. This warranty excludes all other warranties, express or implied, and is
limited to a value not exceeding the purchase price of the instrument.
Limitation of Warranty
This warranty is not applicable to any product damage or failure caused by failure to
install, operate or use the product in accordance with Seller’s written instructions;
abuse or misuse of the product; failure to maintain the product in accordance with
Seller’s written instructions; any improper customer repairs to the product; use by the
customer of defective or improper components or parts in servicing or repairing the
product; or customer modification of the product in any way not expressly authorized
Seller’s products are not authorized for use as critical components in any life support
system where failure of the product may affect its safety or effectiveness.
Authorized Service Center
501 Avis Drive Suite #1
Ann Arbor MI 48108
Phone: 734-332-1200 | Fax: 732-332-1212
If Equipment is resold by Buyer, Buyer will include in its agreement for resale provisions that limit recoveries in accordance with the Agreement. In case of Buyer’s failure to include in any agreement for resale the terms providing for such limitations, Buyer will indemnify and hold Seller harmless against any liability, loss, cost, damage, or expense (including reasonable attorney fees) arising out of or resulting from the failure.
IN NO EVENT WILL SELLER BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR EXPENSE OCCASIONED BY THE USE OF DEFECTIVE EQUIPMENT. BUYER ASSUMES FULL RESPONSIBILITY THAT THE EQUIPMENT PURCHASED UNDER THE AGREEMENT MEETS THE SPECIFICATIONS AND/OR INTENDED USE OF BUYER, AND SELLER MAKES NO REPRESENTATION WITH RESPECT TO THEM.
- Delivery. Any delivery dates or other schedule of performance by Seller are
approximations, and the sole obligation of Seller with respect to the schedule of
delivery or performance will be to use commercially reasonable efforts to deliver the
Equipment, or otherwise to perform, consistent with the reasonable demands of its
business. In any event, Seller will have no liability to Buyer or any other person for
delays in performance due to strikes or labor disputes of any type; accidents, fire,
floods, acts of God, or actions by governmental authorities; acts, omissions, or delays
of Buyer or any other third party; shortages of labor; or without limitation of the
above, for any causes reasonably beyond the control of Seller.
- Title and Risk of Loss. All domestic and international shipments by Seller are Ex-
Works (EXW) as defined by INCOTERMS 2020. Title to and risk of loss or damage to the Equipment will pass to Buyer on delivery by Seller to carrier, or as otherwise specifically indicated in the Agreement. If Seller prepays shipping, insurance, or other related costs, Buyer agrees to reimburse Seller promptly for the actual costs incurred by Seller.
- Inspection and Acceptance. Buyer will have 10 days from the date of delivery to
inspect the Equipment for defects and nonconformance and to notify Seller, in
writing, of any defects, nonconformance, or rejection of the Equipment (other than
defects or nonconformities due to damage, shortage, or errors in shipping that will be
reported as set forth below). Claims for shipping damage, errors, or shortages must be
made in writing to Seller no more than 20 days after receipt of shipment. After this
period, Buyer will be deemed to have irrevocably accepted the Equipment, if not
previously accepted. After acceptance, Buyer will have no right to reject the
Equipment for any reason or revoke acceptance. Claims for damage due to shipping
must be made by Buyer to the freight carrier.
- Return of Equipment. All returns will be pursuant to Seller’s instructions. Buyer
must contact Seller for a Return Material Authorization (RMA) before returning any
Equipment. All returns must reference the RMA number along with the original
invoice number and the reason for return. Non warranty returns of normal stock
products that are unused and are in resalable condition will be subject to Seller’s
return policies in effect at the time, including applicable restocking and transportation
charges and other conditions of return.
- Cancellation or Termination. In the event of cancellation of the Agreement by
Buyer, or in the event of default under the Agreement by Buyer that is not cured
within 30 days after notice by Seller, Buyer will pay to Seller on demand all direct
and indirect costs (including, without limitation, all applicable restocking or
cancellation charges, including reimbursement for direct costs assessed by the
manufacturer) incurred directly or indirectly by Seller in connection with the
Agreement, all as reasonably determined by Seller, plus any profit to be negotiated
with Buyer. In no event, however, will any amount payable by Buyer under the
Agreement exceed the total price payable by Buyer for the Equipment.
- Changes. Seller reserves the right from time to time to correct any typographical
or clerical errors, including errors in mathematical computation, that may exist in the
- Technical Support. Unless otherwise specifically provided on the quotation or
invoice, the Agreement does not include any services of Seller in connection with
installation, testing, or evaluation of the Equipment. Seller will, however, consistent
with its capabilities and subject to scheduling acceptable to Seller, make available to
Buyer, at Buyer’s expense, technical support services relating to the Equipment at the
rates then imposed by Seller, together with any out-of-pocket expenses to Seller in
connection with the technical support. The sole remedy of Buyer in connection with
any acts or omissions of Seller in the provision of technical support will be the
provision of further technical support to Buyer reasonably required to correct the act
- Modifications and Waiver—Entire Agreement. Neither party has rights,
warranties, or conditions expressed or implied, statutory or otherwise, other than
those contained in the Agreement. The Agreement contains the entire agreement
between Seller and Buyer and can be modified or rescinded only by a writing signed
by both parties. No waiver of any provision of the Agreement will be binding unless
in writing signed by an authorized representative of the party against whom the
waiver is asserted, and unless expressly made generally applicable, will apply only to
the specific case for which the waiver is given. Failure of either party to insist on
strict performance of the Agreement will not be construed as a waiver of any term or
condition of the Agreement.
Any document submitted by Buyer to Seller confirming its intention to purchase
Equipment described in the Agreement (purchase orders or releases) will be deemed
to constitute a confirmation and acceptance of the Agreement, even if the document
states terms in addition to or different from those in the Agreement. All agreements
between Seller and Buyer will be solely under the terms and conditions of the
Agreement and these Terms and Conditions of Sale, and Seller objects to any and all
additional or different terms contained in any document submitted to Seller by Buyer.
Any execution by Seller of any other document submitted by Buyer in connection
with the purchase of Equipment does not constitute acceptance of or agreement to any
terms and conditions in addition to or different from those contained in the
Agreement and these Terms and Conditions of Sale, but will constitute only
acknowledgment of receipt of the document. In addition, notwithstanding any terms
contained in any documents submitted by Buyer in connection with the purchase of
Equipment described under the Agreement, the acceptance of delivery by Buyer of
Equipment described in the Agreement will constitute a course of conduct
constituting Buyer’s agreement to the terms and conditions of the Agreement and
these Terms and Conditions of Sale, to the exclusion of any additional or different
terms and conditions.
- Compliance with Laws. Buyer will be responsible for compliance with any and all
federal, state, or local laws or regulations respecting safety or respecting use of the
Equipment and shall indemnify and hold Seller harmless from and against any and all
claims of violations of laws or regulations or other claims of personal injury or
property damage directly or indirectly related to the installation, maintenance, or
operation of the Equipment.
- Export Control. Equipment supplied by Seller may be subject to various export
laws and regulations. It is the responsibility of the exporter to comply with all laws
and regulations. Notwithstanding any other provision to the contrary, if federal, state,
or local law requires export authorization for the export or re-export of any
Equipment or associated technology, no delivery can be made until export
authorization is obtained, regardless of any otherwise promised delivery date. If any
required export authorization is denied, Seller and Seller’s supplier will be relieved of any further obligation relative to the sale and delivery of the Equipment subject to denial without liability of any kind relative to Buyer or any other party. Seller will not comply with boycott-related requests except to the extent permitted by federal law and then only at Seller’s discretion.
- Governing Law. The Agreement will be governed by and construed in accordance
with the laws of the State of Ohio.
- Authority. Each signatory represents that it has all requisite authority to execute
the Purchase Agreement on behalf of its principal and that the Agreement is fully
enforceable against the principal in accordance with its terms.