Welcome to one of the websites of Carolina Tractor & Equipment Company (“Company”). Please read the following terms and conditions carefully as they govern your use of this web site (the “Web Site”).
Standard Order Terms and Conditions
4. Trademarks, Copyrights & Restrictions. All content on the Web Site including, but not limited to, content such as text, designs, graphics, logos, interfaces and images, and the collection and arrangement thereof, is protected by copyrights which are owned or licensed by Company. You may not reproduce, perform, create derivative works from, republish, transmit, or distribute in any way whatsoever any materials from the Web Site without the prior written permission of Company. However, the preceding restriction does not preclude such automated copying as is necessary for operation of your browser for the purposes of using the Web Site for its intended purposes, such as caching Web Site contents or loading the contents into a computer’s RAM. You may also print one copy of the information on the Web Site for personal use, provided that all copyright and other notices contained in the materials are left intact. You agree not to: (a) use any robot, spider, other automatic device to monitor or copy portions of the Web Site or the content contained herein without Company’s prior written permission; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site; and (c) download, reproduce, duplicate, copy or otherwise exploit any portion of the Web Site for the purpose of sale, resale, or making other commercial use thereof.
5. Registration Process. To access certain on-line tools and/or to order products (if applicable) through the Web Site or other third party web sites to which you may link from the Web Site, you must complete a registration process. When completing the applicable registration process, you agree to (a) provide accurate, current, and complete information as required in the registration process and (b) update this information in the future if the information changes. Each user that submits a product order using the Web Site or other third party web sites to which you may link from the Web Site represents that it is at least eighteen (18) years old and that such user has the legal authority to bind any entity the user purports to represent.
6. Submissions. Company values your feedback and suggestions to improve our services and Web Site. We do not, however, wish to receive any proprietary or confidential information from you by electronic mail or through our Web Site. If you choose to make a submission or send an email message to us, then by doing so you (a) represent to us that the material submitted in the message is not confidential or proprietary and (b) agree that Company has no obligation with respect to the materials or suggestions and that Company is free to copy, disclose, incorporate, republish and otherwise use or distribute the materials or suggestions submitted by use without providing payment or attribution to you.
8. Purchase of Product. You may order goods from Company (the “Products”) by placing an order online through the Web Site or third party web sites to which you have linked from the Web Site. The terms and conditions applicable to the purchase of Products are set forth in Company’s Standard Order Terms and Conditions, which are incorporated by reference herein.
9. Warranty Disclaimer; Limitation of Liability. THE WEB SITE AND ALL CONTENT ARE PROVIDED “AS-IS,” AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEB SITE OR THE CONTENT ARE DISCLAIMED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AS WELL AS ANY WARRANTY OF QUALITY, FUNCTIONALITY, ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OPERABILITY, USE PERFORMANCE OR ABSENCE OF VIRUSES. YOU ASSUME ALL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM THE USE OF THE WEB SITE. IN NO EVENT SHALL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM YOUR USE, INABILITY TO USE, TIMELINESS OF USE OR RELIANCE UPON THE WEB SITE OR OF ANY WEB SITE LINKED TO OR ACCESSED THROUGH THIS WEB SITE, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, INCLUDING SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
2. Purchase of Product. Company will have no obligation to fulfill timely orders for Products which are out-of-stock or otherwise unavailable, but Company will promptly notify you of such unavailability or delay as soon as it becomes aware of it. In certain circumstances orders may, solely at Company's option, be accepted, or supplements to orders may be made, by fax transmission, telephone, e-mail, electronic data input or otherwise, any of which methods, but only if accepted in writing by an authorized representative of Company, shall constitute an order or amendment to an order binding upon you hereunder. Any terms and conditions contained in your documents that are different or in addition to the Standard Order Terms and Conditions, including but not limited to letters, purchase orders or sales acknowledgements, are hereby rejected by Company, are not a part of this Agreement or the business relationship of the parties, and shall be of no effect or binding upon Company unless specifically agreed to in writing by an authorized officer of Company. Failure by Company specifically to object to provisions contained in such documents shall not in any way be deemed an alteration to or waiver of these terms and conditions.
3. Price and Other Expenses. All prices quoted by Company through its web site (the “Web Site”), or any third party web site to which you have linked from the Web Site, are the purchase prices of the Products. You shall be responsible for all expenses relating to the Product(s) purchased including but not limited to (a) any federal, state, local, foreign or provincial taxes or tariffs, now or hereafter enacted, applicable to the Products, as further set forth in Section 7, below; (b) standard shipping or other special transportation costs to the point of delivery specified by you; (c) all charges in the event payment from you is delinquent, including, without limitation, all costs and expenses, including attorneys fees, of collecting any amount not paid when due hereunder; and (d) all other expenses, not included in the sale and delivery contemplated above, of whatever kind or nature, relating to special insurance requirements, the purchase, shipment, transportation or delivery of Product. Prices are subject to change at any time in the sole discretion of Company effective for all orders made after Company posts a price change on the Web Site or a change is posted on the third party web site to which you have linked from the Web Site. Prices of Company Products may be found on the Web Site or third party web sites to which you have linked from the Web Site.
4. Product Delivery. Unless otherwise agreed, all shipments will be made by third-party carriers chosen by Company or its designees, at costs, tariffs and other charges, and in accordance with terms and conditions established by Company and its designees from time to time. In the event that you elect to arrange transportation other than the arrangement contemplated hereby, then you shall be responsible for all costs, tariffs and charges of any nature associated with the shipment of any Product to you. Company may invoice you, for all such costs, tariffs and charges.
5. Risk of Loss. The risk of loss associated with any Product and title passes to you upon delivery of the goods to the shipping point, FOB, subject to the reservation of a security interest to Company in Section 6 of this Agreement. Company shall have no liability of any kind or nature, whether for consequential or other damages for any reason whatsoever, relating to shipment of Product purchased by you, including but not limited to damage to the Product, taxes, duties, loss, theft or any illness of or personal injury to any person or property under any environmental, health or safety law.
6. Payment and Credit. You shall pay for all Product either by (a) credit card, if such option is available, or (b) by full payment of the applicable purchase price within thirty (30) days of the invoice date of each Product shipment. Unless payment is made by credit card at the time of placement of an order or otherwise indicated by Company in writing, you agree to remit payment in full to the address and account indicated on Company's invoices issued from time to time for all shipments, including shipments of any portion of the Product. When payment in full is not remitted according to the applicable terms, you shall be delinquent without further notice from Company. Your right to purchase any Product is conditioned upon approval of your credit and may be withdrawn or amended at any time by Company in its sole discretion. Company reserves the right, in its sole discretion, to change the credit terms, refuse shipment, or cancel unfilled orders at any time when, in its sole opinion, your financial condition or previous payment record so warrants. A late payment charge of one and one-half (1.5%) percent per month shall be added to all invoices which are delinquent, subject to federal, state and local laws, calculated from the original due date of the invoice until payment in full. In the event you are delinquent, you shall pay all costs of collection, including but not limited to reasonable attorneys' fees. Should you become delinquent in the payment of any sum due under this Agreement, all contractual or other obligations of Company to you shall terminate without further notice to you. Company retains, and you hereby grant Company, a purchase money security interest in the Products, including all accessions to and replacements of them, to secure the payment of the purchase price of the Product, until you have made payment in full in accordance with the terms hereof, and you shall cooperate fully with Company in executing such documents, including a Uniform Commercial Code financing statement, and accomplishing such filings and/or recordings thereof as Company deems necessary for the perfection, protection and enforcement of such security interest.
7. Taxes and Other Charges. You are responsible for the payment of all federal, state, local, foreign, or provincial taxes (now or hereafter enacted), fees, or charges which may be assessed or levied now or hereafter on or on account of materials sold hereunder to you, whether termed a gross receipts tax, use tax, property tax, sales tax, manufacturers tax, excise tax, custom duties or taxes, inspection or testing fee, or any other tax, fee, or charge of any nature whatsoever imposed by any governmental authority on or measured by any transaction between Company and you. Published prices do not include such taxes, which may be added by Company to the invoice where Company has a legal obligation to collect them. When you claim that this transaction is not subject to any such tax, or that you are exempt, or that Company is not required to collect such tax, you agree to provide Company with any documentation necessary to support such a claim and to allow Company to document its decision not to collect tax(es).
8. Acceptance; Non-Conforming Products; Sole Remedy. You agree to accept all Product upon delivery to you where the Product is in material conformity with Company's or the applicable manufacturer's published description or specifications of such Product. In any event, each Product shall be deemed automatically, irrevocably and conclusively accepted without defects when you have had possession of the Product for five (5) days and have failed to notify Company that the Product has been rejected and the reasons for such rejection. Non-conforming Products properly rejected by you hereunder shall be returned to Company or its designee, at Company's expense, but only in accordance with return materials authorization issued by Company for such non conforming Product. Your sole remedy hereunder for Company's failure to deliver Products in material conformity with applicable published description or specifications of such Product shall be, at Company's option, the replacement of such non-conforming Product with conforming Product, or refund of the applicable purchase price paid therefor.
9. Parts and Core Return Policy.
a. The following guidelines are applicable to all returned parts:
i. Stock items:
1. Return within 90 days from date of purchase…… Full Credit
2. After 90 days up to 365 days……………………. 85% of Purchase Price
3. After 365 days ……………………………………… No Credit
ii. Non-Stock Items:
1. Return within 90 days from date of purchase…... 85% of Purchase Price
2. After 90 days ……………………………………….. No Credit
iii. Outsourced items: Outsourced parts and supplies will be accepted for return and credit only if authorized by the vendor. Company will allow credit less freight and handling charges.
b. All returned parts must: (i) have been purchased from Company; and (ii) be in saleable condition with the original packaging. Company is unable to accept non-stock, non-returnable products. Such parts are identified by an (*) in the “N/R” column on your packing slip and include such items as seals, o-rings, gaskets, literature, hose, electrical components and chemical compounds. Company cannot accept parts that are used, rusted, corroded or incomplete.
c. Remanufactured cores must be returned within thirty (30) days to be eligible for core credit consideration based on manufacturer return guidelines.
d. All returns must be accompanied by a proof and date of purchase from Company.
10. Buyer Representations and Certain Covenants. You represent that you are the person or business entity stated in the Web Site or third party web site registration form (as applicable), and that if you are a corporation, partnership, limited liability company, or the like, that you are validly existing and in good standing under the laws of the state of your incorporation. You represent that you have all requisite power to enter into this Agreement. Each person(s) executing this Agreement on behalf of any corporation, partnership, limited liability company, or the like, represents that he or she is duly authorized to execute and deliver this Agreement to Company and to perform the obligations under this Agreement. You shall be solely responsible for the use and disposition of the Products, including, without limitation, the obtaining of all permits, licenses or certificates required for the use thereof. You agree to use the Products only in accordance with all laws, rules and regulations applicable thereto.
11. Buyer Indemnification. You shall indemnify, defend and hold Company harmless from any and all liabilities, claims, demands, causes of action, or suits of whatever nature including, but not limited to, attorneys' fees and litigation expenses, arising from any: (a) breach by you of any representation or covenant made by you under this Agreement or under the applicable registration form; (b) breach by you of any provision of the Terms and Conditions of this Agreement; (c) failure of you to comply with applicable environmental, health and safety laws and (d) any use by you or third parties of the Product(s) sold to you. Notwithstanding the foregoing, you shall not be liable to Company for any portion of such liabilities that result from Company’s fraud, bad faith, or willful misconduct.
12. Product Warranties. Many of Company products come with limited warranties. You may obtain a copy of the applicable product warranty by contacting Company. Except for the aforementioned limited warranties of various products, COMPANY MAKES NO WARRANTY WHATSOEVER ABOUT ANY PRODUCT AND, TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
13. Exclusive Warranties. THE REMEDIES PROVIDED HEREIN ARE YOUR SOLE AND EXCLUSIVE REMEDIES. COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL THEORY ARISING OUT OF THE SALE, INSTALLATION, SERVICE OR USE OF THE PRODUCTS BY YOU OR ANY THIRD PARTY, EVEN IF COMPANY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSSES, AND IN NO EVENT SHALL THE LIABILITY OF COMPANY EXCEED THE UNIT PRICE OF THE DEFECTIVE PRODUCT. COMPANY NEITHER ASSUMES NOR AUTHORIZES ANY AGENT, EMPLOYEE, REPRESENTATIVE, OR ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, DELIVERY, SERVICE, OR USE OF ITS PRODUCT; AND UNLESS AN AFFIRMATION, REPRESENTATION, OR WARRANTY MADE BY AN AGENT, REPRESENTATIVE, OR EMPLOYEE IS SPECIFICALLY CONSENTED TO IN WRITING BY AN AUTHORIZED OFFICER OF COMPANY, IT SHALL NOT BE ENFORCEABLE BY YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. Authority to Export. All orders accepted for export are subject to issuance of an export license by the United States Government for export of the Product(s), and subject to you providing Company with the relevant import certificate, or any other document necessary to secure such export license and/or to permit the import of such goods into the country of destination.
15. Force Majeure. Company shall not be responsible for any failure to perform the contract formed hereunder due to causes beyond its control, including, but not limited to, acts of God, labor disputes or shortages, acts or omissions of buyer, government or judicial authorities, or military authorities, delays in transportation, or inability to obtain necessary materials or supplies, all whether foreseen or unforeseen.
16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the choice of law provisions thereof. Any dispute or claim relating to or arising out of or in connection with this Agreement shall be finally settled by binding arbitration in Charlotte, North Carolina using the then current rules and procedures of the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of law notwithstanding, they will not request, and the arbitrator shall have no authority to award punitive or exemplary damages against any party. Notwithstanding the foregoing, nothing herein shall preclude either party from seeking injunctive relief in any state or federal court of competent jurisdiction in North Carolina without first complying with the arbitration provisions of this Section, and each party hereby consents to the exclusive jurisdiction of state and federal courts in North Carolina for such purpose.
18. Non-Waiver. Company’s failure to exercise any of its rights for any period shall not constitute or be deemed a waiver or forfeiture of such rights.
19. Term and Modification. This Agreement shall govern so long as you purchase any Product from Company through the Web Site or any third party web site to which you may link from the Web Site; provided, however, that this Agreement may be modified unilaterally by Company providing notice to you through Company’s posting of any modification or revised Agreement on the Web Site or by Company’s providing written or electronic notice to you via any means reasonably calculated to provide actual notice to you including facsimile transmission, email or other electronic mail, Federal Express or similar delivery, hand delivery, or ordinary first-class mail with postage prepaid. In such event, any modification or revision to the Agreement shall become effective upon publication thereof on the Web Site or, if earlier, upon your receipt of said notice, and shall apply only to Product purchase orders occurring after the effectiveness of such notice to you.
20. Limitation on Claims. Any action by you under or relating to this Agreement shall commence within twelve (12) months after such cause of action accrued. Company’s liability shall be limited as set forth in Section 13 and other provisions of this Agreement.
21. Notice. Except as otherwise provided herein to the contrary, notice to be provided to Company shall be given by actual delivery or by registered or certified, pre-paid U.S. postal service mail delivery, return receipt requested, to Company at P.O. Box 1095, Charlotte, North Carolina 28201-1095, Attention: Legal Department, or such other address as Company shall specify for notices to be given to Company. Notice to you shall by given by Company by any means reasonably calculated to provide actual notice to you at the address specified in the applicable registration form for you from time to time.