TERMS + CONDITIONS
EQUIPMENT SALES AND INSTALLATION SERVICES:
All Terms & Conditions on customer purchase orders or contracts are expressly waived and excluded unless accepted in writing by an Officer of Stac Material Handling, Inc. These terms and conditions, the supporting quotation, drawings, and all documents incorporated by reference therein, are binding upon the Buyer and constitute the entire agreement between Buyer and Stac Material Handling, Inc. (“Stac”) regarding Stac’s sale of goods to the Buyer. Unless specifically indicated to the contrary within Stac’s proposal or acknowledgement, and authorized in writing signed by an Officer of Stac, the following conditions will apply to this proposal or acknowledgement, and will override any contradictory terms and/or conditions shown on any “requests for proposals,” “specifications,” “bid packages,” purchase orders, contracts, etc. that are provided by the Buyer. Issuance of a purchase order to Stac is required, and shall constitute acceptance of the following conditions.
Pricing: The prices of your goods and services are subject to sales tax and shipping and handling fees and are not included in the quote unless otherwise specified.
Domestic Payment terms: The estimated pricing contained herein is based upon the following progressive payment schedules, subject to credit approval and prior payment history. Payment terms which differ from the following schedule, if accepted by Stac, may increase our proposed price. $0- $24,999 net material cost Invoiced as shipped and due Net 30 days from invoice date upon credit approval; $25,000+ net material cost 50% down payment with purchase order, 40% paid prior to shipment of order, and remainder of order Net 30 days from invoice date; Progressive payments may be required and are likely for all long-term systems and robotics projects. The progressive payment schedule will be determined by Stac’s credit manager after completing an internal credit review. The progressive payments will be invoiced in correlation to a percentage of project completion in predetermined increments based on project length and size, (normally 10% increments) This is done due to the extensive cost of engineering and materials purchased throughout the project. Minimum Order Size $100.00 Net. Payments owed to Stac that are not paid when due will bear interest from the date on which they are due until payment is received, at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law (“Finance Charges”). Finance Charges are due by Buyer immediately upon demand therefor by Stac. [“Days” are calculated from (i) the earlier of either the date of the original invoice or the date of shipment, and (ii) the date of our RECEIPT of payment]; Non-payment of installment invoices will likely cause delays in the project timeline. Stac will re-invoice for amounts due arising out of payments made outside of these terms. In the event that any amounts due, including Finance Charges, are not remitted promptly, Stac reserves the right to use all means to cause payment, including but not limited to changing the Buyer's credit status to “Cash In Advance,“ to execute liens, or to with-hold shipment of other orders already placed with Stac by the Buyer. In the event that collection action is required to collect unpaid balances due us, reasonable attorney fees and expenses shall be recoverable from the Buyer. Restrictive endorsements or other statements on checks accepted by Stac will not apply. Payments are to be made in U.S. currency.
Subcontractors: Stac may in some cases employ subcontractors to perform all or any portion of the work, however, the use of subcontractors will not void any type of limited warranty agreed upon by the parties.
Warranties: Stac will honor all manufacturer warranties only.
Excluded charges: Unless specifically indicated within our proposal, prices do not include the costs of any permits, stamped or certified calculations or drawings, sales or use taxes, duties, customs, insurance, port charges, detention charges, bonds, training, shipping, assembly (installation), receiving, storage, special packaging such as heat-treated wood, and maintenance costs or any other costs not detailed within our proposal.
Sales and Use Tax: The Buyer is solely responsible for any and all taxes and reimbursement to Stac of any taxes paid on the Buyer's behalf, whether due at the time of sale or any later date (excluding Stac's income Taxes), including any penalties and interest. This quote does not include sales tax unless indicated otherwise. At the time of invoicing, sales tax will be added when the product ships unless a valid sales tax exemption certificate or resale certificate for the appropriate states has been provided. Taxes will be at the prevailing legal rate at the time of invoicing. If sales tax figures are detailed for other states, this is for your information only, and in those cases the Buyer must pay these taxes directly to the taxing agency.
Shipping Date: Lead-time estimation is approximate as of the date of quotation, and may vary between time of quotation and order placement (receipt of a complete written purchase order). Lead time estimates are intended to reflect the beginning of shipment, and not delivery, completion, or rate of shipment. Stac has no control of manufacturing delays and therefore cannot be responsible for said delays caused by manufacturers. The purchase order must include a purchase order number and signature. Approximate lead-time will be confirmed at time of order placement. Lead time estimates are intended to reflect the beginning of shipment and not delivery, completion, or rate of shipment. As shipping transit time is controlled by independent carriers, Stac does not accept “on-site“ delivery requests, does not guarantee delivery dates, nor will accept any deductions from payment due to delivery delays. All shipping dates are approximate and are based upon Buyers prompt payment of all amounts due and Stac’s prompt receipt of all necessary information requested from Buyer. Print/drawing approvals are required on many projects and purchase of raw materials and fabrication cannot commence without approval. Estimated lead time is based on the need for only one set of approval drawings; extensive or multiple changes to drawings may extend the estimated lead-time. Approval drawings must be returned “approved“ or “approved with changes,“ signed by Buyer, and with clear notation of all desired changes. Requests for additional revisions to drawings must be accompanied by a change order to cover additional costs. Additional drawing costs are subject to Stac’s minimum order size of $100, but could be more based on extent of changes requested. Stac will not honor any back charges, nor allow any deductions in payment of invoices, arising from delays in delivery that were in turn caused by delays in approval of prints/drawings or changes to drawings. Should “as soon as possible“ (ASAP) delivery be requested, it is to be understood that shipment will occur anytime between order placement and the estimated shipment date. Do not request this service unless you are ready to accept delivery at the time of order placement.
Returns and back-charges: Nothing may be returned to Stac without a Returned Goods Authorization (RGA) executed by Stac. Unauthorized returns will be refused. No “back charges“ will be honored without the written consent of an Officer of Stac, obtained prior to the occurrence of expenses. Only in cases where Stac has been given a timely opportunity to consider alternative resolutions will any consideration be given to back-charges. Requests for back-charges will not be considered more than 30 days after delivery. It is the responsibility of the Buyer to verify the proper setup, fit, and function of the first assembled project. Buyer must immediately notify Stac of any problems or changes required to the setup at this time, prior to the assembly of the remainder of the project. Any costs to adjust the project after the setup will be the sole responsibility of the Buyer.
Drawings & Innovations: All drawings, designs, enhancement, process, method, design and any other creation provided to the Buyer by Stac in connection with this project are and shall remain the exclusive property of Stac and may not be duplicated or distributed to third parties, or used in any manner (including manufacturing), without the express written consent of an Officer of Stac. “Drawings” and “Designs” are inclusive of all formats, including paper and electronic. Designs and/or processes provided by Stac are provided solely as a courtesy pursuant to the sale of materials, and ownership is not transferred. All rights, including patents, copyright and trademark, shall remain with Stac. When requested, and solely in conjunction with the sale of materials, engineering, and installation, Stac will provide three sets of paper drawings at the expense of buyer. Only a Stac Officer shall have the authority to: (1) give the Buyer authority to use said products through a license agreement, contract, assignment or other instrument in writing that may be necessary or proper with respect to the Product.
Freight Billing: Unless otherwise indicated on Stac’s proposal, the product will be shipped “freight collect“ to the Buyer. Where applicable, and by request, freight may be billed “third party“ (carrier bills the distributor) subject to carrier's approval of resellers's credit. When billed “Prepaid and Add“ there will be no credit extended for reduction in shipping costs. Quoted freight rates do not include any applicable local, county, state, or federal taxes. Applicable taxes may be added to the quoted freight amount at the time of invoicing. Buyer is responsible for all fuel surcharges invoiced by the carrier at the time of shipment. Unless specifically stated to the contrary, freight estimates do not include the additional cost associated with shipping in erectable shipments (additional loads). Shipments via inter-modal service may also increase the number of loads.
Freight Claims: It is the receiving party’s responsibility to verify quantities and condition of goods received at the time of delivery. Claims for “shortages“ will not be honored by Stac unless we have been notified within 48 hours of receipt. All claims for damage or shortages must be filed by the Buyer with the carrier. New purchase orders will need to be placed for replacement items. In cases where there is damage to components, or shortages, note the specifics on the Bill Of Lading and provide a copy of the notations to Stac within 48 hours; In cases of severe damage, the shipment should be refused at time of delivery. Hidden damage must also be reported to Stac within 48 hours of receipt.
Customer Pick-Ups and Customer-Designated Carriers: Shipment via customer-specified carrier is permitted only with prior approval of Stac order management personnel. When approved, you will be notified 24 hours prior to availability of the product. Should the customer-designated truck fail to arrive at the designated loading time, the product will be rerouted on a carrier of Stac’s choice, freight charges collect, third party or “prepaid and add“ at Stac's discretion. In case of multi-load shipments, each load must be picked up on schedule.
Delays: If it is desired to make a change to the previously agreed upon delivery schedule, Stac will attempt to accommodate the request without cost to the Buyer. In those events where Stac cannot avoid additional costs, the Buyer will be invoiced for those increased costs associated with the delays. Delays caused by the Buyer for large, long-term projects may result in additional travel, installation costs and engineering hours billable to the Buyer. Projects will not be stored by Stac for a period of more than 30 days.
Changes to orders: If the Buyer desires to make a change to an order, Stac will attempt to accommodate the request without cost to the Buyer. All sampling material provided for design is assumed to be standard. If sizing of sampling material is dissimilar additional design and programming charges will apply. Additionally, if materials have been ordered and/or fabricated for the specific project in question, additional drawings or extensive additional engineering time is required, or additional shipping costs will be incurred, the costs of the change will be calculated and presented to the Buyer for approval prior to initiating the change. Buyer accepts responsibility for the costs of such changes, which will reflect time and material costs, with a minimum Change Order of $100. No changes can be made within fifteen business days of the scheduled delivery date. Changes increasing quantities or adding items to the order are to be entered as separate orders subject to the then current lead time and discounting as a stand-alone project.
Cancellations prior to shipment: The Buyer understands that upon receipt of the Purchase Order, Stac will make commitments for materials, labor, and services in connection with the project. Should Buyer decide to cancel an order prior to shipment, the Buyer agrees to compensate Stac for all actual costs incurred on Buyer's behalf. In addition, Buyer agrees to pay a minimum Cancellation Fee, based upon the following schedule:
Order Size Minimum Cancellation Fee:
$0 - $19,999 15% or $250, whichever is greater.
$20,000 - $249,999 13%.
$250,000 - $499,999 11%.
$500,000+ 10%.
Disclaimer: This proposal is based upon our understanding of your requirement, and is subject to correction, including but not limited to mathematical and clerical errors. Quoted prices shall be valid for 30 days from the date of the quote. Stac will not be liable for damages resulting from forces beyond our control, including, but not limited to strikes, weather, acts of God, acts of war or civil disobedience, accidents, unforeseen changes in costs, or compliance with governmental requests, laws, regulations, etc. STAC SPECIFICALLY DISCLAIMS ANY LIABILITY FOR ANY AND ALL CONSEQUENTIAL DAMAGES. In cases of products designed and manufactured to customer specifications, all liability for patent infringement becomes the responsibility of the customer. ANY DISPUTES REGARDING THESE TERMS OR ANY CONTRACTS, PURCHASE ORDERS, ETC., WILL BE GOVERNED BY THE LAWS OF THE STATE OF INDIANA.
Force Majeure: Stac shall not be liable for any delay or failure in delivery resulting from causes beyond its control, including earthquakes, fires, floods, pandemics, strikes or other labor disputes, material shortages, accidents to machinery, acts of sabotage, riots, delay in or lack of transportation or the requirements of any government authority.
Error and Omissions: Information presented by Stac has been checked and is believed to be accurate; however, no responsibility is assumed for clerical, typographical or proofreading errors or omissions.