Terms and Conditions of Sale

The terms and conditions set forth below shall apply to any tender, quotation, or acceptance of an order made by or given to Solve Industrial Motion Group (“Solve IMG”). No addition to or variation from these terms shall apply unless specifically agreed to by the parties in writing.

Guarantee: Solve IMG warrants that the merchandise sold hereunder shall be free from defects in material and workmanship for a period of one (1) year from the delivery date of the merchandise to an end user or eighteen (18) months from the date of the seller’s shipment to the buyer, whichever occurs first, provided that such defect is not due, wholly or in part, to lack of care, overload, unsuitable lubricant, natural wear, incorrect product selection, faulty mounting, or any other circumstances beyond Solve IMG’s control.

SELLER’S SOLE AND EXCLUSIVE OBLIGATION AND LIABILITY DURING THE WARRANTY PERIOD SHALL BE, AT ITS OPTION, TO REPLACE OR REPAIR ANY NONCONFORMING OR DEFECTIVE MERCHANDISE OR REFUND THE BUYER’S PURCHASE PRICE THEREOF. THE FOREGOING WARRANTY SHALL BE THE SOLE AND EXCLUSIVE LIABILITY OF THE SELLER AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

SELLER NEITHER ASSUMES NOR AUTHORIZES THE BUYER TO ASSUME ON ITS BEHALF ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH THE MERCHANDISE WITHOUT SELLER’S EXPRESS PRIOR WRITTEN CONSENT. IN NO EVENT SHALL SELLER BE LIABLE FOR PUNITIVE, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR FOR THE LOSS OF PROFITS OF THE BUYER, ITS CUSTOMERS, OR OTHER END USERS OF THE MERCHANDISE.

THIS WARRANTY SHALL NOT EXTEND TO MERCHANDISE THAT HAS BEEN MODIFIED, ALTERED, OR OTHERWISE SUBJECTED TO ABUSE, MISUSE, NEGLECT, OR IMPROPER MAINTENANCE.

Prices: Prices are quoted F.O.B. factory unless otherwise stated. It is an express condition that Solve IMG may, at any time and at its discretion, amend the price for all or any portion of the goods to be supplied under the contract to the current price for such goods at the time of delivery. If the quantity ordered differs from the quantity originally quoted, Solve IMG reserves the right to amend the price.

Acceptance: Unless previously agreed to or otherwise specified by Solve IMG in writing, all quotations and tenders are open for acceptance by the customer for 30 days from the date on which they are issued. Orders that are not accepted in writing by Solve IMG shall not be considered binding.

No product specifications, warranties, liability provisions, or terms and conditions that are additional to or contrary to these Terms and Conditions of Sale, whether contained in any purchase order or other communication from the buyer or any third party, will be construed as or constitute a waiver of these Terms and Conditions of Sale or acceptance of any such additional terms, conditions, or specifications. Solve IMG hereby rejects and objects to any such additional or contrary terms, conditions, or specifications submitted by the buyer.

Terms of Payment: Payment terms are net cash within 30 days of the invoice date. Solve IMG shall be entitled to recover from the buyer all reasonable attorneys’ fees and costs incurred by Solve IMG in collecting or enforcing payment, whether or not a lawsuit is filed.

Minimum Order: Solve IMG’s minimum order value is $25.00.

Delivery: Dates quoted by Solve IMG for delivery are subject to confirmation when an order is placed. While Solve IMG will make every effort to provide prompt delivery, it will not be liable for any loss or damage resulting from a delivery delay, regardless of how the delay is caused. Any delivery dates quoted are subject to this condition. A delay in delivery or dispatch shall not entitle the customer to cancel the contract. Solve IMG will allow drop shipments at no additional charge.

Shipping and Outbound Freight Policy: Solve IMG reserves the right to charge freight to the destination identified in its order acknowledgment. Eligibility for free or prepaid outbound freight is limited to qualifying shipments within the continental United States and is based on the applicable brand or product, pricing, order value, customer program, and other account-specific requirements. Orders that do not meet the applicable requirements may be subject to freight charges.

Certain heavy, oversized, special-handling, or otherwise high-cost freight products may be excluded from standard free-freight qualification and may be subject to separate freight treatment. This includes, but is not limited to, Winkel Profile, Eich, and Split Blocks.

Expedited shipping, special handling, nonstandard packaging, or customer-requested shipping methods may also result in additional charges.

Any customer-specific freight terms established in a written agreement with Solve IMG will take precedence over this policy to the extent of any conflict.

After-Hours Service: After-hours service is available 24 hours a day, 7 days a week, 365 days a year and is subject to a minimum warehouse opening fee of $250.00.

Risk: Risk shall pass to the customer upon delivery to the customer, the customer’s agent, or any carrier acting on behalf of the customer, including any agent or carrier instructed by Solve IMG on the customer’s behalf.

Loss or Damage in Transit: All goods are carefully inspected and packed before dispatch. Claims concerning any shortage, damage, or defective packaging must be submitted in writing within seven (7) days of receipt and must be accompanied by the packing note.

Cancellation and Variations: No cancellation or variation of an order will be accepted without Solve IMG’s express written agreement. Solve IMG reserves the right to charge for materials obtained, work performed, and any other costs incurred. In no case will cancellations or variations be recognized or accepted within 30 days before the agreed scheduled delivery date of the goods.

Goods Returned: No goods will be accepted by Solve IMG for return without prior written authorization in the form of an issued Returned Goods Authorization (“RGA”). RGAs will remain valid for 30 days from the issue date.

Except for defective goods or mis-shipments, all returns will be subject to a 20% restocking fee, plus return freight. No goods will be accepted for return more than 12 months after the invoice date. For an offsetting replacement order, the restocking fee will be reduced to 15%. Unauthorized returns received by Solve IMG may be returned to the sender freight collect.

Force Majeure: Solve IMG shall be excused from liability if its performance of the contract is prevented or hindered by any cause beyond Solve IMG’s control, including, without limitation, acts of God, war, government controls, restrictions, prohibitions, or other governmental acts or omissions, whether local or national, fire, flood, subsidence, sabotage, accident, strike, or lockout. Solve IMG shall not be liable for any loss or damage resulting from any such circumstances.

Specifications and Drawings: Every effort is made to ensure that descriptions, drawings, and other information contained in correspondence, catalogs, and other materials are accurate. However, no warranty is given regarding such information, and Solve IMG shall not be liable for any errors contained therein.

Service: Any service or advice offered by Solve IMG to users of its products is provided in good faith. Solve IMG shall not be liable for any loss or damage arising from such service or advice.

Indemnification: The Company agrees to indemnify the buyer and hold it harmless from and against any direct loss suffered and any liability to third parties whenever such loss or liability is directly attributable to bodily injury, including death, to any person or direct damage to any property occurring in the course of and caused by the negligent act or omission of the Company in performing work on the buyer’s premises.

This indemnity shall include attorneys’ fees and settlements of claims or lawsuits that are reasonable under the circumstances.