The following terms and conditions apply to all sales by COLDBREAK® except to the extent that it agrees otherwise.
Buyer: Any party who enters into a contract with Seller by which Seller agrees to produce or assemble goods for Buyer.
- Price: The price stated in Seller’s quotation, unless Seller otherwise agrees in writing. However, the price does not include shipping, costs of nonstandard packaging, or insurance. Buyer shall pay such taxes and costs directly or reimburse Seller.
- Shipment: Unless otherwise expressly stated herein, the goods shall be shipped f.o.b. Seller’s facility. Title and risk of loss shall pass to Buyer upon delivery to the carrier. Unless otherwise directed by Buyer before the date of shipment, Seller may select any reasonable method of shipment.
- Delay: Force Majeur. Delivery dates are approximate, dating from the receipt of all engineering and manufacturing information, and Seller shall have no liability to Buyer for Seller’s delay or default in delivery due to strikes, secondary boycotts, riots, wars, accidents, fires, floods, explosions, vandalism, government embargoes, priorities or regulations, transportation delays, shortage of labor, fuel, materials, supplies, power transportation facilities or tooling capacity or other similar causes beyond Seller’s reasonable control. Under no circumstances shall Seller have any liability for penalties or other consequential damages of any kind resulting in whole or part from Seller’s delay in delivering or failure to deliver any products to Buyer as agreed.
- Payment: Unless otherwise agreed, payment terms shall be net 30days. Late payments shall be subject to an interest charge of the lower of 1 1/2% per month or the highest interest rate permissible by law, plus collection and attorney’s fees. Buyer shall make no set-off deduction without Seller’s written consent.
- The warranty set forth above is inapplicable to and excludes any defect, damage, or malfunction resulting from (i) normal wear and tear, erosion, corrosion, (ii) misuse, negligence, or modification of the goods or any component by Buyer or its representative, (iii) repair service provided by third parties, (iv) failure by Buyer to follow installation or operating manuals or instructions, (v) failure of parts or components or services not provided by Seller, or (vi) any other cause outside Seller’s reasonable control. This warranty will be voided by installation of unauthorized components into Seller’s products.
- If Seller, in its sole discretion, is unable to repair or replace the defective goods, it will refund the purchase price of the goods. Proof of date of delivery of the returned goods is required.
- THE WARRANTIES AND REMEDIES STATED ABOVE BY SELLER ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. ANY AND ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS ARE
- Liability: The remedies set forth in these terms and conditions are exclusive, and Seller’s liability under this contract shall in no event extend to indirect, punitive, incidental or consequential damages which Buyer may suffer or incur in connection with the contract between Buyer and Seller, including, but not limited to loss of profits, damages or losses resulting from Buyer’s inability to fulfill contracts with third parties or loss of damages or losses resulting from Buyer’s inability to fulfill contracts with third parties or loss of goodwill. Seller’s liability under the contract between Buyer and Seller under any theory of law shall in no event exceed the purchase price of the goods in question.
- Returns: No order may be cancelled, delivery date changed nor any goods returned to Seller without Seller’s express written consent.
- Assignment: Without the express written consent of the other party, neither party may assign any of its rights or obligations in connection with the sale of the goods.
- Changes, Modification, Waiver: No change in specifications, drawings or delivery for the goods may be made without the prior written consent of Seller. These terms may be modified only in writing signed by an authorized representative of the Seller. Seller’s waiver of Buyer’s default under any term or condition shall not constitute a waiver of any further defaults. Seller reserves the right of Buyer cost adjustment when initial production of Buyer product represents a production alteration versus original quotation with Buyer/Seller confirmation of necessary change.
- Notice: Any notice to be provided to Seller hereunder must be in writing and transmitted by U.S. First Class Mail addressed to: COLDBREAK®, 3509 3 Mile Rd NW, Grand Rapids, MI 49534.
- Storage Fees: If Buyer does not take delivery by the date which Buyer requested, then Seller may impose a charge equal to 1.5% of the purchase price for each month after such date until Buyer takes delivery.
- Governing Law: The contract between Seller and Buyer shall be governed by the laws of the State of Michigan. Buyer and Seller consent to the jurisdiction of the Courts of the State of Michigan with venue in Kent County, and any litigation involving the contract shall be commenced only in Kent County Supreme Court, State of Michigan.
- Entire Agreement: The contract between Buyer and Seller, including these terms and conditions, constitutes the entire agreement between the parties with respect to its subject matter, and any prior contemporaneous communications or agreements other than any pre-existing blanket sales agreement are hereby superseded. The contract may not be terminated or modified by any party unless in writing, signed by both Seller and Buyer.
- COLDBREAK® follows approved ISO procedures; every customer order must be acknowledged and no orders may begin processing until COLDBREAK® receives written customer approval or a new purchase order if any changes regarding delivery date(s), price(s) or necessary product descriptions are corrected from the purchase order on the order acknowledgement.
Web Site Terms and Conditions of Use
By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
2. Use License
- Permission is granted to temporarily download one copy of the materials (information or software) on COLDBREAK®'s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on COLDBREAK®'s web site;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or "mirror" the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by COLDBREAK® at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- The materials on COLDBREAK®'s web site are provided "as is". COLDBREAK® makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, COLDBREAK® does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall COLDBREAK® or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on COLDBREAK®'s Internet site, even if COLDBREAK® or a COLDBREAK®, LLC authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Revisions and Errata
The materials appearing on COLDBREAK®'s web site could include technical, typographical, or photographic errors. COLDBREAK® does not warrant that any of the materials on its web site are accurate, complete, or current. COLDBREAK® may make changes to the materials contained on its web site at any time without notice. COLDBREAK® does not, however, make any commitment to update the materials.
COLDBREAK® has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by COLDBREAK® of the site. Use of any such linked web site is at the user's own risk.
8. Governing Law
Any claim relating to COLDBREAK®'s web site shall be governed by the laws of the State of Michigan without regard to its conflict of law provisions.
General Terms and Conditions applicable to Use of a Web Site.
- Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.
- We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.
- We will only retain personal information as long as necessary for the fulfillment of those purposes.
- We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.
- Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.
- We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.
- We will make readily available to customers information about our policies and practices relating to the management of personal information.
We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.