Sales Agreement

1. Shipping

Unless otherwise set forth in writing, all prices, quotations, shipments and deliveries by Machinery Partner are F.O.B. Destination (to the point of destination). Any penalty changes incurred associated with the shipment that are incurred at the fault of Buyer will be charged to the Buyer. You agree that any shipping address provided to us is authorized by you and Machinery Partner is not responsible for the Equipment once it has been delivered.

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2. Price

The price for the Equipment is set forth in the attached proposal and is due in accordance with the terms set forth therein. In no event is Buyer authorized to setoff or deduct any amounts from the amounts owed Machinery Partner, unless specifically authorized in writing by Machinery Partner. Any amount not paid within thirty (30) days of the due date will be subject to interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, and will commence accruing on the date of the invoice.

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3. Taxes

Any tax which Machinery Partner may be required to pay or collect through assessment or otherwise under any existing or future law upon or with respect to the sale, purchase, delivery, transportation, storage, processing, use or consumption of the Equipment, including without limitation, taxes upon or measured by receipts from sales or services, shall be for the account of Buyer and may be added to the amount due from Buyer. Buyer shall promptly pay the amount thereof to Machinery Partner upon demand but may, in lieu of such payment, furnish tax exemption certificates acceptable to the appropriate taxing authorities to Machinery Partner.

4. Credit Authorization

Buyer grants Machinery Partner the right to conduct periodic credit checks and monitor Buyer’s credit.

5. Title to Equipment

Title to the Equipment shall remain with Machinery Partner until all amounts due for the Equipment from Buyer are paid in full. After Machinery Partner is paid in full for the Equipment, title to the Equipment shall automatically pass to Buyer. From the point of destination until the title has passed to the Buyer, and thereafter, the Buyer is liable and responsible for any and all damages and liabilities and agrees to keep the Equipment fully insured, naming Machinery Partner as the Loss Payee at an amount equal to or more than the price of the Equipment set forth in this Agreement. Failure to provide such insurance does not remove Buyers liabilities

6. Warranties

As and if permitted by the original equipment manufacturer, Machinery Partner will pass through any manufacturer’s warranties on the Equipment to Buyer. EXCEPT FOR THE MANUFACTURER’S EXPRESS WARRANTIES WHICH MACHINERY PARTNER MAY PASS THROUGH TO BUYER, MACHINERY PARTNER MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR DESIGN OR NON-INFRINGEMENT.

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7. Right to Repair and Servicing of Equipment

Buyer may elect to repair the Equipment purchased from Machinery Partner. Machinery Partner will provide Buyer with any information Machinery Partner has received from the original equipment manufacturer on use and repair of the Equipment, if any. Buyer is responsible for performing all regularly scheduled maintenance on the Equipment. All parts and service labor associated with regularly scheduled maintenance services for the Equipment purchased by Buyer shall be the sole responsibility of Buyer. While servicing, repairing or updating the Equipment, Buyer shall be solely responsible for any damage caused to the Equipment or to any third parties as a result of the work performed by or at the request of Buyer.

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8. Shipping Delays

Machinery Partner shall not be liable for shipment delays, or any losses or damages caused by such delays. All claims therefore shall be made immediately by Buyer to the carrier if any claim may be made.

9. Damages

If any Equipment arrives at Buyer’s destination in a defective or damaged condition or a shortage occurs, Buyer shall immediately report that to the delivering carrier and to Machinery Partner. Unless otherwise expressly agreed by Machinery Partner, claims respecting the condition of Equipment, compliance with specifications or any other matter affecting Equipment shipped to Buyer must be made promptly after Buyer becomes aware and no later than 24 hours of delivery of the equipment. In no event shall any defective or damaged Equipment be returned, reworked, scrapped, or otherwise disposed of by Buyer without the express written authorization of Machinery Partner.

10. Rejection of Delivery

You will forfeit your Non-Refundable Deposit If you (a) refuse delivery of any part of this order; (b) if your equipment is to be financed and you no longer qualify for financing, or (c) if you refuse to execute all financing agreements prior to or upon delivery. In addition, if the order includes free shipping, Buyer will be responsible for the original outbound shipping costs paid by Machinery Party. Buyer is also responsible for return shipping cost, which must be done through Machinery Partner’s approved shipping entity only and must be shipped to one of Machinery Partner’s approved locations as instructed by an authorized representative of Machinery Partner.

11. Events Beyond Our Control

Machinery Partner shall not be liable for any delay in or impairment of performance resulting in whole or in part from fire, floods or other catastrophes, acts of God, severe weather conditions; strikes, lockouts or labor disruption; pandemics, wars, riots, embargo delays, raw material market conditions, the inability to procure supplies or raw materials; or shortages of transportation equipment, fuel or labor; or any other circumstance or cause beyond the reasonable control of Machinery Partner.

12. Limitation of Liability

Notwithstanding anything to the contrary, Machinery Partner’s aggregate liability in connection with this Agreement and related orders, including the demonstration, sale or provision of any Equipment or related good or service, regardless of the form of action giving rise to such liability (whether in breach of warranty, contract, negligence, strict liability or any other theory in contract, tort or otherwise), shall not exceed the amount actually paid by Buyer to Machinery Partner for the specific Equipment, good, or service giving rise to the claim. IN NO EVENT SHALL MACHINERY PARTNER BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR COST OF COVER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. All remedies of Buyer shall be limited exclusively and in lieu of any and all other remedies to those contained this Agreement. In some states, the foregoing disclaimers and limitations of liability may not be applicable to Buyers.

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13. Governing Law and Arbitration

This Agreement and any Orders placed by Buyer shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. Disputes arising under this Agreement or any Order shall be exclusively conducted under arbitration as described below or brought in the state or federal courts of the Commonwealth of Massachusetts. Formal proceedings will be submitted to the American Arbitration Association (“AAA”) in Boston, Massachusetts for arbitration pursuant to the AAA’s then current rules of commercial arbitration by a single arbitrator in Boston, Massachusetts. Subject to the other provisions of this Section, either Party may initiate arbitration of any dispute by giving written notice to the other Party of the commencement of arbitration proceedings. Within ten calendar days after receipt of notice initiating arbitration, each Party shall select, from a list of arbitrators provided by the AAA, the arbitrator. If Parties are unable to agree on the arbitrator, the arbitrator shall be selected by AAA. The expenses of the arbitration including the arbitrator’s fees and the AAA administrative fees shall be paid by the Parties (or a Party) based on the relative fault of the Parties, as determined by the arbitrator. The award by the arbitrator shall be final and binding. If the arbitration provision in this Section is found to be unenforceable or not to apply for a given dispute, then the proceeding must be brought exclusively in the state or federal courts of the Commonwealth of Massachusetts. Notwithstanding anything to the contrary, either Party may go directly to court to file for interim, equitable, or other relief in connection with confidentiality or intellectual property matters.

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14. Marketing

Buyer grants Machinery Partner permission to use Buyer’s business name, brand, and logos, including any associated trademarks, in its marketing materials and on its website, for the purpose of promoting that Buyer is a customer of Machinery Partner. Buyer also grants to Machinery Partner a limited, non-transferable license to use its name, logos and other graphical representation for the sole purpose of listing Buyer as a customer on the Machinery Partner’s websites or within other marketing materials. Machinery Partner may send Buyer marketing or sales emails or call Buyer for marketing or sales purposes from time to time.

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15. Severability

If any provision of this Agreement are held to be illegal, invalid or unenforceable, such provision shall be fully severable and these this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part of it and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

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16. Signature of This Agreement

Machinery Partner’s acceptance of any Order and/or delivery of any Equipment is expressly subject to Buyer’s assent to each and all of the terms and conditions set forth in this Agreement. No addition to or modification of this Agreement shall be binding upon Machinery Partner unless an authorized officer of Machinery Partner agrees to such terms in writing.

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17. Entire Agreement

This Agreement constitutes the entire agreement between Buyer and Machinery Partner with respect to the subject matter described herein, including any Order and the Equipment purchased hereunder. No addition to or variations from such terms and conditions, whether contained in Buyer’s purchase order, any shipping release or elsewhere, shall be binding unless expressly agreed to in writing by an officer of each Party.

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18. Effective Date of This Agreement

This Sales Agreement is effective as of January 4th, 2021.

Last updated: June 6th, 2024