Legal

Terms and Conditions of Sale

The Terms and Conditions of Sale contained herein apply to all domestic and international sales entered into by Cabot Specialty Vehicles LLC (CSV). Any additional, different or conflicting terms or conditions found in Buyer’s Purchase Order (as defined herein), specifications or other documents issued by Buyer shall be non-binding unless Buyer and CSV have executed a written agreement signed by an officer of CSV that specifically modifies or replaces these Terms and Conditions. Acceptance of any Purchase Order (as defined below) is expressly made conditional upon Buyer’s assent to these Terms and Conditions without modification or addition.

1. Products:
Defined as goods manufactured and or procured by CSV and subsequently sold and delivered to Buyer.

2. Orders:
Buyer’s order must be submitted to CSV in writing (Purchase Order) and is subject to acceptance by CSV. Purchase Orders must specify the product, quantity, price, “ship to” address and the desired delivery date. All Purchase Orders must be accompanied by a CSV Sales Order.

3. Acceptance of Purchase Orders:
Buyer’s acceptance of these terms and conditions shall be indicated by any of the following, upon the first of the following to occur; (i) Buyer making of a verbal offer to purchase Product from CSV, (ii) Buyer’s written acknowledgement thereof by virtue of submission of a Purchase Order, (iii) Buyer’s acceptance of any Product or any part thereof, or (iv) any other act of acceptance by Buyer. CSV shall confirm its acceptance of Purchase Orders by electronic mail or facsimile. No Purchase Order shall bind CSV unless duly accepted by CSV in writing. CSV reserves the right to cancel any accepted Purchase Order wherein CSV notifies Buyer of a processing defect, including but not limited to, credit holds.

4. Prices:
Price(s) is specified in the current CSV Prices list which is subject to change at any time, in CSV’s sole and absolute discretion. Prices for Product(s) shall be those in effect at time of Purchase Order acceptance regardless of Buyer’s quoted price on the Purchase Order. Buyer assumes all responsibility for applicable federal, state, municipal and other government taxes, tariffs, duties, value added, withholding and all other taxes on shipments of Products and its manufacture, use and distribution of goods. In addition, on Purchase Orders for shipment outside the United States, all required import/export duties, licenses and fees shall be payable by Buyer.

5. Payment:
Payment for the Product shall be remitted to CSV by Buyer in US Dollars in immediately available funds to:

Cabot Specialty Vehicles LLC
99 Newark Street
Haverhill, MA 01832

Payments shall be made by certified check or wire transfer with a confirmation of wire to CSV on the date payment was made via the following facsimile 978.521.5425, and shall be due, unless otherwise stated, net thirty (30) calendar days from the date appearing on CSV’s invoice . A finance charge of 1.50% per month or the maximum rate allowed by law shall be applied to all past due balances. CSV shall have the right of offset any credits due toward outstanding balances. CSV retains a security interest in the Products to secure payment in full and compliance with these Terms and Conditions. Buyer agrees to execute any additional documents necessary to perfect such security interest.

6. Delivery:
CSV will deliver Products by arranging shipping to the “ship to” address specified in the Purchase Order. Delivery dates indicated on the Purchase Orders are requests only. Buyer acknowledges and agrees that the delivery dates provided by CSV are estimates only and may be changed. CSV will not be held liable for failure to deliver as estimated. Buyer agrees to accept partial delivery when Product becomes available. Delivery is subject to the payment terms and transportation and handling charges are payable by Buyer as specified in CSV Sales Agreement.

7. Title:
Title and risk of loss or damage to Products pass to Buyer upon CSV's delivery to common carrier at CSV’s facility.

8. Limited Warranty:

WITH RESPECT TO THE PRODUCTS, CSV WARRANTS ONLY THOSE COMPONENTS OF THE PRODUCTS   DIRECTLY MODIFIED BY CSV (“MODIFIED PRODUCTS”) TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP. ADDITIONALLY, THIS LIMITED WARRANTY IS EXPRESSLY LIMITED TO THE FOLLOWING:  (i) MODIFIED PRODUCTS MANUFACTURED AT THE CSV FACTORY, (II) MODIFIED PRODUCTS SOLD TO THE ORIGINAL BUYER, AND (III) MODIFIED PRODUCTS,  WHICH UPON CSV’S EXAMINATION AND SATISFACTION,  ARE DETERMINED TO HAVE BEEN DEFECTIVE, IN CSV’S SOLE AND ABSOLUTE DISCRETION, PROVIDED THAT SAID MODIFIED PRODUCTS ARE RETURNED TO CSV BEFORE THE FIRST TO OCCUR OF THE FOLLOWING , (A) TWENTY-FOUR (24) MONTHS AFTER DELIVERY OF MODIFIED PRODUCT TO BUYER, OR (B) THE MODIFIED PRODUCT HAS BEEN DRIVEN TWENTY-FOUR THOUSAND (24,000) MILES. THIS LIMITED WARRANTY BEING EXPRESSLY IN LIEU OF ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED. THIS WARRANTY SHALL NOT APPLY TO ANY MODIFIED PRODUCTS WHICH HAVE BEEN REPAIRED OR ALTERED OUTSIDE OF CSV’S FACTORY IN ANY WAY SO AS IN THE JUDGMENT OF CSV TO AFFECT ITS STABILITY AND RELIABILITY, NOR WHICH HAS BEEN SUBJECTED TO MISUSE, NEGLIGENCE OR ACCIDENT.

CSV MAKES NO WARRANTY WHATSOEVER TO ANY O.E.M CHASSIS OR CHASSIS PART, NOT MODIFIED BY CSV., OR ANY OTHER PRODUCT NOT DIRECTLY MODIFIED BY CSV.

CSV RESERVES THE RIGHT TO MAKE CHANGES IN DESIGN, AND CHANGES OR IMPROVEMENTS ON ITS PRODUCT WITHOUT IMPOSING ANY OBLIGATION UPON ITSELF TO INSTALL THE SAME ON PRODUCTS THERTOFORE MANUFACTURED.

ALL CLAIMS FOR WARRANTY ADJUSTMENTS MUST ORIGINATE WITHIN THE WARRANTY PERIOD AS STATED HEREIN, AND MUST BE AUTHORIZED THROUGH CSV.

ALL OUTSIDE PURCHASED PARTS SUCH AS HEATER MOTORS, BATTERIES, TV’S, RADIOS OR ANY OTHER ELECTRICAL OPERATED APPARATUS ARE TO BE WARRANTED THROUGH THEIR MANUFACTURER, AND ARE SPECIFICALLY EXCLUDED FROM THIS LIMITED WARRANTY.

CSV RESERVES THE RIGHT TO ALTER OR MAKE SUBSTITUTIONS TO ANY PRODUCT STANDARD OR OPTIONAL EQUIPMENT OR PRODUCT DESIGN, OR TO ALTER THE TERMS OF ITS WARRANTY AT ANY TIME WITHOUT PRIOR NOTICE.

CABOT SPECIALTY VEHICLES RESERVES THE RIGHT TO ALTER OR MAKE SUBSTITUTIONS TO ANY VEHICLE STANDARD OR OPTIONAL EQUIPMENT OR VEHICLE DESIGN, OR TO ALTER THE TERMS OF ITS WARRANTY AT ANY TIME WITHOUT PRIOR NOTICE.

Non Warranty: CSV will service the Product outside the warranty period provided that all costs associated with Product service and shipments shall be incurred solely by the Buyer.

9. Limitation of Liability:
CSV will not be liable for any claims, actions, suits, proceedings, costs, expenses, damages or liabilities arising out of the use of Products. Operation and use of the Products are the sole responsibility of the Buyer. CSV’s sole responsibility is to provide the Products and services outlined herein. CSV’s liability for damages, regardless of form or action, shall not exceed the fees or other charges paid to CSV by the Buyer. CSV SHALL NOT, IN ANY EVENT OR UNDER ANY CIRCUMSTANCES, BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, INJURY AND OR DEATH, LOST INCOME, LOST REVENUE, LOSS OF GOODWILL, LOSS OF USE OR LOST PROFIT, WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT AT THE TIME OF PURCHASE, AND WHETHER OR NOT SUCH DAMAGES ARISE OUT OF A BREACH OF WARRANTY, A BREACH OF AGREEMENT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

10. Intellectual Property Rights:
CSV shall retain all copyright, patents, trademarks, trade secrets and other intellectual property rights it possesses with regard to any and all design, process, or manufacturing technologies whether developed independently or in cooperation with the Buyer. Nothing herein shall be construed to grant to Buyer any right or license in any copyright, patent, trademark, trade secret or any other intellectual property right.

11. Software:
Software is defined as machine readable code or firmware which is owned by or licensed to CSV and resides in the Product. The Buyer and or end user is not authorized to reproduce, copy, modify, repair, decompile, reverse engineer, disassemble, or decode the Software.

12. Indemnification:
Buyer shall defend, indemnify, and hold harmless CSV, its subsidiaries and affiliates and there respective directors, officers, employees and representatives from and against any and all claims, suits, losses, liabilities, obligations, causes of actions, damages, and expenses, including, but not limited to, the payment of settlements, judgments, and reasonable attorneys’ fees,  relating to or arising out of any use of the Product by Buyer or Buyer’s customers.

13. General:

Force Majeure: CSV shall not be held liable hereunder due to any cause beyond its control, including but not limited to acts of God, acts or civil or military authority, fires, epidemics, floods, riots, wars, sabotage, labor disputes, yield problems, government actions, or inability to obtain material, components, energy or transportation. In the event of any such delay, CSV’s failure to perform any obligation under these standard terms and conditions shall be extended.

Assignment: Buyer may not assign its right, delegate or otherwise transfer its obligation hereunder without the prior written consent of CSV.

Waiver: Any waiver by CSV of any default shall not be deemed to be a continuing waiver of such default or a waiver of any other default or any of the terms and conditions hereunder.

Survival: Any provision in these Terms and Conditions which by their nature extend beyond the termination or expiration of any sale of Product will remain in effect until fulfillment and will apply to both parties’ respective successors.

Independent Contractor: CSV is an independent contractor in the performance under these terms and conditions and neither CSV nor any of its personnel are employees or agents of Buyer. Nothing in these terms and conditions will be construed creating a joint venture, partnership or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied on behalf of the other.

Non-Disclosure: CSV may use Buyer related data and Buyer accepts that such data will be used and distributed within CSV and to certain third parties.

Governing Law: The validity, performance and construction of these terms and conditions and any disputes arising from or relating thereto shall be governed by the laws of the Commonwealth of Massachusetts USA.