GENERAL TERMS & CONDITIONS OF SALE

1. GENERAL

All orders for equipment manufactured or supplied by DETROIT HOIST & CRANE CO. (hereinafter referred to as “The Company”) shall be subject to these conditions of sale.

Price quotations by the Company are subject to change without notice, and expire thirty (30) days from their date. No modification or additional condition either written or oral will be binding upon the Company unless agreed to in writing. No other terms and conditions related to this transaction and/or contract shall be binding upon the Company unless agreed to in writing.

2. TAXES & GOVERNMENT REGULATIONS

Unless otherwise stated, the Company’s prices do not include sales tax, excise tax or similar taxes resulting from any form of governmental taxation or tariff, and all such taxes shall be the sole responsibility of the purchaser. Wherever such taxes are stated to be included they are then based on governmental regulations in force at the time of such offer and any changes in tax regulation at the time these taxes are payable shall be to purchaser's account.

3. PAYMENTS

Payment is to be made in US Funds, unless another currency is agreed upon by both the Company and the purchaser in the accepted price quotation. Except as otherwise provided herein and/or unless otherwise negotiated and mutually agreed upon in writing, the following standard terms of payment shall apply: amounts up to $10,000. – Net 30 days. Amounts between $10,001 and $20,000 – 25% down, 35% before shipping, balance net 30 days. Amounts over $20,000 – 25% down, 65% at the time the Company is prepared to make shipment, balance net at the completion of installation in the case where the Company is contracted to install equipment, or balance net 30 days in the case where the Company is not contracted to install equipment, and where the purchaser’s credit is acceptable to the Company.

The Company reserves the right to charge interest on the overdue balance outstanding at 12% per annum from the invoice date to the date of payment. Such balance shall be paid at the said rate, in installations, from the due date to the date of payment. Pro rata payments shall become due as shipments are made.

In case the shipments are delayed by the purchaser, payment shall become due at the time when the Company is prepared to make shipment. The purchaser shall be held accountable for any additional costs the Company incurred by such a delay, and such additional costs shall be paid by the purchaser. Any equipment held for the purchaser shall be at the purchaser’s risk and shall bear a standard charge of $500.00 to cover storage and handling. In the case of progress payments, the entire purchase price shall become due and payable at the moment the purchaser fails to make any payment as provided. In the event the purchaser defaults on the payment schedule agreed upon, the Company shall be freed of any warranty obligations to the purchaser.

In the event the purchaser fails to timely make payment and/or defaults on any payment on this transaction and/or contract, or fails to make timely payment and/or defaults on any other payment on any other transaction and/or contract between the Company and purchaser, the Company at its sole option and discretion may withhold shipment and/or delivery of any and all goods and services, on this or any other transaction and/or contract, until such time as purchaser cures the default and makes the payment(s) due and owing to the Company. The Company shall not be deemed to be in default or breach of any transaction or contract by the exercise of such rights, and purchaser shall not be entitled to any damages, consequential or otherwise, as a result of the Company's exercise of such rights and/or remedy.

Purchaser shall have no right to back charge or withhold payment from Company on this transaction and/or contract because of any claims or disputes with the Company on any other transaction and/or contract, including but not limited to any alleged breach or default by the Company on any other transaction and/or contract. Further, purchaser shall have no right to offset amounts owed to the Company on this transaction and/or contract because of any claims or disputes with the Company on any other transaction and/or contract, including but not limited to any alleged breach or default by the Company on any other transaction and/or contract. Similarly, purchaser shall have no right to withhold payment from Company on any other transaction and/or contract because of any claims or disputes with the Company on this transaction and/or contract, including but not limited to any alleged breach or default by the Company on this transaction and/or contract. Further, purchaser shall have no right to offset amounts owed to the Company on any other transaction and/or contract because of any claims or disputes with the Company on this transaction and/or contract, including but not limited to any alleged breach or default by the Company on this transaction and/or contract. Any attempt by purchaser to withhold payments and/or to offset amounts owed to Company constitutes a breach of contract by purchaser, to which Company is entitled to any and all remedies and damages as are allowed in equity and/or law.
 
4. ACCEPTANCE

No order or other proposal (or proposed amendments thereto) from a purchaser shall be binding upon the Company unless agreed to and accepted in writing by an authorized representative of the Company, in its sole discretion. Purchaser's acceptance of price quotations from the Company is limited to the period before the expiration of the price quotation. No contract shall be deemed to exist between the Company and purchaser absent the presentation by Company to purchaser of an Order Acknowledgement form. In no event shall the Company be deemed to have accepted, nor deemed to be bound by, any terms and conditions of sale and/or purchase offered or presented by purchaser that conflict with the Company's terms and conditions of sale.

5. CHANGES

The Company will not accept changes in specifications unless the purchaser agrees in writing to pay in addition to the original purchase price a sum to be determined by the Company based on a calculation of the additional costs of modification and production of the equipment.

6. CANCELLATION

No contract, transaction or accepted purchase order may be cancelled by purchaser without the express written consent of the Company, which Company may grant or deny in its sole discretion. The Company shall be entitled to recovery of any and all damages as a result of any such cancellation by purchaser, including but not limited to actual expenses and/or lost profits. The Company reserves the right to cancel any contract, transaction or purchase order because of impossibility, impracticability, force majeure, material breach by purchaser, and/or any other reason outside of the immediate control of the Company and/or otherwise recognized at law or equity.

7. DELIVERY

Dates of delivery are approximate only! The Company shall not be liable for delays in manufacture or delivery, or failure to manufacture or deliver, due to causes beyond its immediate control, including but not limited to strikes, government interference, accidents, supply shortages, purchaser's interference, purchaser's breach, supplier interference or due to any other causes of a like or different nature beyond the Company's immediate control. Demurrage charges or expenses incurred in protecting and storing the equipment prior to installation shall be borne by the purchaser unless otherwise agreed upon in writing.

8. RISK & TITLE

ANY AND ALL RISK, DAMAGES AND CONSEQUENCE OF LOSS AND/OR DAMAGE TO THE EQUIPMENT SHALL BE BORNE BY THE PURCHASER FROM THE TIME OF DELIVERY BY COMPANY TO THE CARRIER, AND COMPANY SHALL BE FREE FROM RESPONSIBILITY AND/OR LIABILITY FOR ANY DAMAGE TO, OR LOSS OF EQUIPMENT OCCURRING THEREAFTER. TITLE TO THE EQUIPMENT SHALL NOT PASS TO THE PURCHASER UNTIL PAYMENT HAS BEEN MADE IN FULL, AND DEFAULT IN PAYMENT SHALL ENTITLE THE COMPANY TO RETAKE POSSESSION THEREOF, IN ADDITION TO ANY AND ALL OTHER REMEDIES PERMITTED AT LAW AND/OR EQUITY. PURCHASER (AND/OR SUCCESSIVE USERS), AND NOT COMPANY, SHALL BE SOLELY LIABLE FOR ANY AND ALL DAMAGES CAUSED BY AND/OR RESULTING FROM THE EQUIPMENT AND/OR USE OF THE EQUIPMENT FROM THE TIME OF DELIVERY BY COMPANY TO THE CARRIER, AND THEREAFTER.

9. INSTALLATION

Unless otherwise specified in the quotation, installation is the responsibility of the purchaser. In case the Company is contracted to install equipment, a separate sheet entitled “Terms of Installation” should be referred to for the pertinent conditions of installation and shall be binding upon the purchaser. The company expressly disclaims any and all liability related to installation not performed by Company, and purchaser covenants and agrees not to sue Company as to any dispute, claim or matter arising out of or related to any installation not performed by Company.

10. CLEARANCES

All purchasers regardless of whether or not they contract with the Company for installation must ensure adequate clearance conditions to facilitate proper operation of the crane. The customer is responsible to ensure that the crane has a full range of motion over its specified area, unimpeded by obstacles including but not limited to floor to ceiling beams, ductwork, piping and overhead lights.

11. RUNWAYS

Unless otherwise specified, runways and end-stops are not supplied by the Company. The purchaser is responsible for accurately specifying runway span, and ensuring that the runways are level and align to within tolerances specified by current CMAA guidelines.

12. WARRANTY

THE COMPANY WARRANTS THE EQUIPMENT AGAINST DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF ONE (1) YEARS FROM THE DATE OF SHIPMENT, PROVIDED OPERATION IS MAINTAIN WITHIN CLASS D SERVICE CONDITIONS THE COMPANY WILL REPLACE FREE OF CHARGE, F.O.B. ITS MANUFACTURING PLANT, ANY PART OR PARTS (OTHER THAN WIRE ROPE OR ROPE GUIDE RINGS) FOUND TO BE DEFECTIVE PROVIDED THAT THE PURCHASER INFORMS THE COMPANY OF THE DEFECT IMMEDIATELY AND NO REPAIRS OR ALTERATIONS HAVE BEEN PERFORMED BY THE PURCHASER OR A THIRD PARTY WITHOUT WRITTEN APPROVAL BY THE COMPANY.

THIS WARRANTY SHALL NOT COVER NORMAL WEAR AND PARTS WHICH OWING TO THEIR INHERENT MATERIAL PROPERTIES OR THE USE THEY ARE INTENDED FOR, ARE SUBJECT TO PREMATURE WEAR. THE COMPANY CANNOT BE HELD RESPONSIBLE FOR ANY REVERSAL OF PHASES ON THE POWER STATION NETWORK CONNECTED TO THE EQUIPMENT. THE COMPANY IS NOT LIABLE UNDER THIS WARRANTY FOR DAMAGES CAUSED BY IMPROPER INSTALLATION OR USE OF THE EQUIPMENT OR FOR LIFTING LOADS ABOVE RATED CAPACITY. THE COMPANY IS NOT LIABLE UNDER THIS WARRANTY FOR CONSEQUENTIAL DAMAGES, CLAIMS, EXPENDITURES OR LOSSES ARISING FROM OPERATIONAL DELAYS OR WORK STOPPAGES CAUSED BY DEFECTIVE EQUIPMENT.

ALL REPAIRS ON THE EQUIPMENT DURING THE WARRANTY PERIOD MUST BE AUTHORIZED BY THE COMPANY. NO WARRANTY SHALL APPLY TO THE EQUIPMENT UNLESS THE PURCHASER PROVIDES A WRITTEN AND SIGNED CERTIFICATION TO THE COMPANY ("THE EQUIPMENT CERTIFICATION FORM") IN WHICH THE PURCHASER CERTIFIES THAT THE EQUIPMENT HAS BEEN PROPERLY INSTALLED AND TESTED BY PURCHASER, AND IN WHICH PURCHASER CERTIFIES THAT ALL SUCH EQUIPMENT IS IN SATISFACTORY WORKING ORDER. DAMAGE CAUSED BY IMPROPER STORAGE, IMPROPER INSTALLATION, UNAUTHORIZED REPAIRS, MISUSE, IMPROPER WIRING, IMPROPER ELECTRICAL SERVICE, IMPROPER HANDLING OR TREATMENT, OVERLOADING, THE USE OF UNSUITABLE FUELS AND OILS, IMPROPER MODIFICATIONS, IMPROPER MAINTENANCE, FAULTY CONSTRUCTION WORK AND/OR FOUNDATIONS, UNSUITABLE BUILDING GROUNDS, CHEMICAL, ELECTRO-CHEMICAL OR ELECTRICAL INFLUENCES, OR OTHER CIRCUMSTANCES WHICH MAY ARISE THROUGH NO FAULT OF THE COMPANY, SHALL BE EXCLUDED FROM THE WARRANTY. 

ALL OF THE COMPANY’S WARRANTIES SHALL BE NULL AND VOID IN THE EVENT THAT PURCHASER OR ANY SUBSEQUENT USER ENGAGES IN ANY OF THE IMPROPER CONDUCT REFERENCED HEREIN, OR IF ANY OF THE FOREGOING EVENTS AND/OR CIRCUMSTANCES OCCUR. THE COMPANY SHALL BE FREE OF ANY AND ALL OBLIGATIONS, COSTS AND LIABILITIES UNDER THIS WARRANTY IN SUCH EVENT. ALL WARRANTIES SHALL EXTEND ONLY TO THE PURCHASER IN PRIVATE OF CONTRACT WITH THE COMPANY. PURCHASER, AND NOT THE COMPANY, SHALL BE SOLELY RESPONSIBLE FOR INFORMING USERS OF THE EQUIPMENT OF ALL LIMITATIONS OF WARRANTY AND LIABILITY.

EXCEPT FOR THE FOREGOING, NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY IS MADE BY THE COMPANY.

THE COMPANY SHALL BE FREE OF ANY OBLIGATIONS UNDER THIS WARRANTY SHOULD THE PURCHASER DEFAULT ON PAYMENT TERMS AGREED UPON.

13. DISPUTES

Purchaser agrees to be subject to the jurisdiction of the Macomb County Circuit Court, State of Michigan. The adjudication of all disputes between the Company and purchaser shall be conducted exclusively in the Macomb County Circuit Court, State of Michigan.

14. CONFIDENTIALITY

The Company reserves all intellectual property rights related to the equipment, including but not limited to all schematic drawings thereof, and purchaser shall not disseminate or publish any such intellectual property without the express written authorization of the Company, other than to users of the equipment with whom purchaser has legitimately contracted who shall also be bound by these confidentiality restrictions. Any breach of these confidentiality restrictions by purchaser or its users/customers shall be deemed to have caused the Company immediate and irreparable harm, and the Company shall be entitled to any and all remedies available provided by equity and/or law against purchaser.