Standard Terms and Conditions

JURISDICTION; CONTRACT INFORMATION

 For purposes of these Terms and Conditions, the jurisdiction is the location (the “Jurisdiction”) of Master Power Transmission, Inc.. or its affiliate (as applicable, “Seller”).  These Terms and Conditions, any Seller document attached hereto, and any other written or electronic communication of Seller that directs Buyer to or incorporates these Terms and Conditions, collectively constitute the “Contract Documents” (in the event of a conflict, these Terms and Conditions prevail) governing sale of goods and services described in the Contract Documents (the “Goods”).  Buyer shall be deemed to have accepted the provisions of the Contract Documents by any of the following: (a) signing and returning the Contract Documents to Seller; (b) sending to Seller a written acknowledgement of the Contract Documents; (c) placing a purchase order or giving instructions to Seller respecting manufacture, assortment, or delivery of the Goods (following receipt of the Contract Documents; (d) failing to cancel a pending purchase order within ten (10) days after receiving the Contract Documents; (e) accepting delivery of all or any part of the Goods; (f) paying for all or any part of the Goods; or (g) indicating in some other manner Buyer’s acceptance of the Contract Documents. SELLER HEREBY OBJECTS TO AND REJECTS THE PROVISIONS OF ANY PURCHASE ORDER OR OTHER DOCUMENT WHICH IS INCONSISTENT WITH OR IN ADDITION TO THE PROVISIONS OF THE CONTRACT DOCUMENTS (WHICH INCONSISTENT OR ADDITIONAL PROVISIONS ARE HEREBY EXCLUDED), AND SELLER’S OFFER AND OBLIGATIONS ARE EXPRESSLY CONDITIONED UPON BUYER’S ACCEPTANCE OF THESE TERMS AND CONDITIONS.  THE CONTRACT DOCUMENTS SHALL BE THE COMPLETE AND EXCLUSIVE CONTRACT BETWEEN BUYER AND SELLER WITH RESPECT TO THE GOODS (THE “CONTRACT”) AND MAY BE MODIFIED ONLY IN A WRITING SIGNED BY SELLER’S AUTHORIZED REPRESENTATIVE.  NO PRIOR OR CONTEMPORANEOUS PROPOSALS, QUOTATIONS, STATEMENTS, FORECASTS, SAMPLES, MODELS, SPECIFICATIONS, COURSE OF DEALING OR USAGE OF TRADE SHALL BE PART OF THE CONTRACT.  In this Contract, “including” shall be deemed to mean “including without limitation.”

FREIGHT POLICY

FREIGHT TERMS:

All domestic Master Power Transmission shipments will be delivered F.O.B. point of origin and freight payment terms will be based upon the following options:

  1. Collect
  2. 3rd party BILL
  3. Prepay and add to invoice
  4. Consignee

DOMESTIC DELIVERY AND HANDLING CHARGES:

 With prepay and add shipments, Master Power Transmission will choose an appropriate carrier for your desired shipping location. Shipments from Crossville, TN and Columbus, IN will be invoiced in accordance with Master Power Transmission’s delivery and handling rates. Charges will be added to the invoice based on actual shipment weight.

INTERNATIONAL SHIPMENTS:

Shipments outside of the 48 contiguous U.S. will ship Ex-Works (Master Power Transmission shipping location). If the interim destination is to a freight forwarder within the 48 contiguous U.S., then the product(s) may ship either Ex-Works (Master Power Transmission shipping location) or FCA (Master Power Transmission shipping location). Buyer will be responsible for all taxes, customs, and duties and documentation required by governmental agencies or entities in connection with shipment of products.

RETURN GOODS AUTHORIZATION POLICY

Submit all requests for customer convenience returns to a Master Power Transmission Product Specialist via phone at (866) 616-1094 or via e-mail, customerservice@master-pt.com

The following information will allow Master Power Transmission to take care of your return in an expeditious manner:

  1. Complete name, address and account number
  2. The Master Power Transmission sales order number and the invoice date
  3. Quantity and part number of the material being returned
  4. Any other pertinent information as needed
  5. Proper identification on the return package clearly displaying the equipment return authorization number

All customer convenience returns will be subject to a restocking charge.

GUIDELINES FOR ACCEPTABLE PRODUCT:

  1. Products must have a date of manufacture less than 36 months prior to the date of proposed return.
  2. Products containing material that may have a shorter shelf life than 36 months, or are affected by the storage environment, are subject to prior review and approval by Master Power Transmission.

Products must be of current design, stocked by Master Power Transmission and within acceptable Master Power Transmission inventory levels.

WARRANTY POLICY

Master Power Transmission firmly stands behind all of its products. All products are warranted against defects in workmanship and materials. Products are covered for 12 months from installation date or 36 months from date of purchase, whichever occurs first.

Should you experience a problem with our product, regardless of time in service, you can contact a Master Power Transmission Product Specialist.

If the product is within the warranty period time frame and it is determined that further analysis is needed, then a warranty return authorization will be issued so that a full investigation can be conducted. Simply provide Master Power Transmission with the following information:

  1. Date of purchase
  2. Master Power Transmission sales order number
  3. Time in service (if pertinent)
  4. Reason for the return (detailed mode of failure or error)
  5. Application information (if pertinent)
  6. Complete name, address, and contact information
  7. Quantity and part number of the material being returned or considered for Warranty
  8. Any other pertinent information as needed

Proper identification on the return package that clearly displays the warranty return authorization number will help the warranty department in processing your return.

Warranty returns should be sent to the following address (unless directed otherwise):

Master Power Transmission
3300 10th Street
Columbus, IN 47201
Attn: Warranty Department

If it is determined that the cause of failure was due to a manufacturing defect, then Master Power Transmission will, at its option, either repair or supply a replacement product. Master Power Transmission will also provide re-imbursement for inbound freight and pay for outbound ground freight. Other charges related to removal, installation, downtime, etc., fall outside of the normal re-imbursement program. In no event will Master Power Transmission be liable for any indirect, special, consequential, or punitive damages.

Regardless of whether or not the cause of failure was due to a manufacturing defect, Master Power Transmission will provide you with a detailed report of our findings. In the case of a product being misapplied or if our engineering team sees signs of normal wear, Master Power Transmission will contact you to troubleshoot your application so that we may match your application to the right product or simply suggest possible improvements to prolong the life of normal wear items.

MASTER POWER TRANSMISSION MAKES NO OTHER WARRANTIES EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS WARRANTY POLICY.

PAYMENT

Master Power Transmission’s terms for payment are net 30 days. If you fail to pay any invoice when due, Master Power Transmission will be entitled to recover reasonable attorneys’ fees and other costs of collection.

EXPORT COMPLIANCE

You agree to comply with all local and international laws and regulations applicable to the import, export, purchase, and sale of the products, including, without limitation, the U.S. Foreign Corrupt Practices Act and all other United States export control and anti-boycott laws and regulations. You will screen all customers and destination addresses (“drop ship” addresses) against U.S. government lists of denied parties, uses, and locations in accordance with applicable law. You agree to indemnify and hold harmless Master Power Transmission for any failure to comply with export laws and regulations.

TAXES

You will be responsible for all taxes, levies, customs, duties and other charges imposed by, and all documentation and authorization required of, governmental agencies or entities in connection with the transportation and sale of the products.

CANCELLATION

Undelivered parts of any order may be cancelled only with the written approval of Master Power Transmission.

INTERNATIONAL SALES

The United Nations Convention on Contracts for the International Sale of Goods will not apply to any sale of products.

LIMITATION OF LIABILITY

In no event shall the Seller be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, or business opportunities, arising out of or related to the sale of the Goods, whether in contract, tort, or otherwise, even if the Seller has been advised of the possibility of such damages. The total liability of the Seller for any claim arising out of or in connection with the sale of the Goods shall not exceed the total amount paid or payable under the order.

GOVERNING LAW; JURISDICTION

The law of the Jurisdiction, without regard to its conflict of laws principles, shall govern this Contract and the rights and obligations of the parties.  Questions that are not expressly settled in the Contract are to be settled in conformity with the internal laws of the Jurisdiction, without regard to its conflict of laws principles.  Except as otherwise provided herein, any dispute arising out of or related to this Contract or the sale, use or purchase of the Goods shall be settled in the exclusive jurisdiction of the state and federal courts of the Jurisdiction.  Any dispute, claim or litigation arising out of or relating to the Contract Documents and/or the Goods shall be brought only in the state or federal courts of the Jurisdiction.  Buyer hereby irrevocably submits to the exclusive jurisdiction of the courts within the Jurisdiction with respect to any such litigation. 

FORCE MAJEURE

Neither party shall be liable for loss or damage due to nonperformance resulting from any cause beyond the affected party’s reasonable control, including compliance with any regulation, order, or instruction of a governmental authority, act of God, war (declared or undeclared), terrorism, act or omission of the other party, act of civil or military authority, fire, epidemic, flood, catastrophe, strike, factory or port shut-down, lockout, riot, rationing, shortage of material, or inability of such affected party to obtain necessary labor from usual sources; provided, however, no delay in the performance of Buyer’s payment obligations hereunder shall be excused on account of any such cause.  In the event of any excused delay due to any such cause, the affected party shall as soon as practical notify the other party thereof and shall at the same time, or the earliest practical date after such notice, specify any revised performance schedule.  In the event of any such excused delay, the time of performance by the affected party shall be extended for a period equal to the time lost by the affected party by reason of the delay.

DEFAULT

 Buyer shall be in default and fundamental and material breach of this Contract upon the occurrence of any of the following: (a) Buyer’s uncured breach or nonfulfillment of this or any other contract with Seller; (b) Buyer’s insolvency, calling of a meeting of its creditors, or general assignment for the benefit of its creditors; or (f) commencement of bankruptcy, insolvency, reorganization, arrangement or similar proceedings concerning Buyer (but, in the case of involuntary proceedings, only if not dismissed within thirty (30) days after commencement).  In the event of any such default by Buyer, Seller may, in addition to any other rights and remedies, exercise any one or more of the following rights and remedies, which are intended to be cumulative and not mutually exclusive: (i) cancel any part of this Contract (including any warranty) or any other contract with Buyer (with Buyer liable for damages); (ii) defer any shipment under this or any other contract; and/or (iii) declare immediately due and payable all outstanding invoices under this or any other contract.

INDEMNIFICATION

The Buyer agrees to indemnify, defend, and hold harmless the Seller, its affiliates, officers, agents, and employees from all claims, liabilities, damages, losses, and expenses (including attorney’s fees) arising out of or in connection with the Buyer’s use of the Goods, except to the extent caused by the Seller’s gross negligence or willful misconduct.

ENTIRE AGREEMENT

This agreement, including these terms and conditions, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, with respect to the subject matter hereof.