Terms and Conditions
Please read these terms and conditions carefully. They contain important information concerning customer’s (“Customer”) legal rights, warranties, obligations and available dispute resolutions remedies. They also provide that if Bedford Precision is unable to resolve any matter to Customer’s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.
Except in those instances where Bedford Precision and a business Customer (“Business Customer”) enter into a separate written contract for the purchase of products and/or services providing for separate terms of sale, the following terms and conditions will apply. For clarification, the term “Customer” includes Business Customers as well as individuals, and the term Business Customer includes, but is not limited to, government and institutional customers.
A. SALES POLICY FOR PRODUCTS
1. Wholesale Only
Bedford Precision, Inc. ("Bedford Precision") primarily sells its complete offering wholesale to Business Customers but can sell a limited set of products to individual customers.
2. Prices
A. Customers that have specific pricing arrangements with Bedford Precision can view their prices and the applicable prices to which discounts, if any, are applied, when logged into their Bedford Precision.com account. Export orders may be subject to other special pricing.
B. “Web Prices” displayed on the consumer direct website for Bedford Precision: (i) are offered to Customers that do not have other pricing arrangements with Bedford Precision; (ii) are subject to these Terms of Sale; (iii) are available for orders placed on the consumer direct version of Bedford or by phone, or at Bedford Precision (iv) do not include freight, handling fees, taxes, and/or duties; and (v) are subject to change or correction at any time and without notice.
C. Resale of Bedford Precision products by distributors an customers on online marketplaces is strictly prohibited.
3. Sales Tax
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, Customer shall indicate which products are tax exempt.
4. Payment and Credit Terms Note: Need to review for Bedford’s specifics.
Bedford Precision accepts cash, checks, money orders, Visa, MasterCard, Discover, and American Express. For Customers with established Bedford Precision credit, payment terms are net xxxxx (XX) days from the date of invoice or shipment of products. All credit extended by Bedford Precision and the limits of such credit, is at Bedford Precision’s sole discretion, and may be reduced or revoked by Bedford Precision at any time, for any reason. As a condition for the continued extension of credit, Customer agrees to provide Bedford Precision with current credit information and the latest annual financial statement within five (5) business days following request by Bedford Precision. Bedford Precision reserves the right to charge a convenience fee for late payments. Bedford Precision further reserves the right to charge Customer a late payment fee at the rate of XXXXXX (XX.X%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. Bedford Precision has the right of set-off and deduction for any sums owed by the Customer to Bedford Precision.
If the Customer fails to make payment within thirty (30) days of shipment, or fails to comply with Bedford Precision’s credit terms, or fails to supply adequate assurance of full performance to Bedford Precision within a reasonable time after requested by Bedford Precision (such time as specified in Bedford Precision's request), Bedford Precision may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. If Customer fails to comply with these payment terms, Bedford Precision may, at its sole discretion, and without notice, immediately terminate any agreements it has with Customer. Upon such termination all amounts owed by Customer to Bedford Precision shall become immediately due and payable.
Bedford Precision has the right, at any time and in its sole discretion, to immediately change the terms of any credit extended to Customer if: (i) there is a material change in Customer’s financial capability or creditworthiness; (ii) Business Customer enters into or signs an agreement regarding any Change of Control; or (iii) a trustee, receiver or examiner is appointed for Business Customer or its affiliates or subsidiaries or Business Customer’s plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease, or other disposition of all or substantially all of Business Customer’s assets; (y) transaction or series of related transactions (by stock sale or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% of Business Customer’s voting control; or (z) merger or consolidation involving Business Customer.
B. DISPUTE RESOLUTION - ARBITRATION
Any dispute of any sort that might arise between Bedford Precision and Customer, including any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through Bedford Precision, or arising from or relating to any communication between Customer and Bedford Precision or its agents, will be resolved by binding arbitration, rather than in court, and solely on an individual basis and not in a class, consolidated or representative action, except that Customer may assert claims in small claims court if Customer’s claims qualify.
Customer acknowledges and agrees that it is waiving the right to sue or go to court to secure relief. The Federal Arbitration Act and federal arbitration law apply to all disputes between Bedford Precision and Customer, including any disputes relating to or arising from any purchases made by Customer.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).
Bedford Precision and Customer both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
C. FREIGHT POLICY
All Catalog Products and Sourced Products are shipped F.O.B. Origin with all costs imposed by the carrier related to the shipment paid by Bedford Precision and charged to Customer on Customer’s invoice. Receipts for freight charges will not be furnished. COD shipments are not permitted. Fuel surcharges and other surcharges may be applied. Title and risk of loss pass to Customer upon tender of shipment to the carrier.
D. PRODUCT WARRANTY POLICY
1. SATISFACTION GUARANTEE TO ALL CUSTOMERS
Customer should contact Bedford Precision if not satisfied with a product for any reason. Unless otherwise noted herein, Bedford Precision will promptly provide an exchange or refund if the product is returned within 30 days of date of invoice, with proof of purchase from Bedford Precision.
2. LIMITED WARRANTY.
Need warranty language for Bedford inserted here.
4. Warranty Product Return
Before returning any product, Customer must contact Bedford Precision either by logging on to Bedford Precision.com/returns or calling Bedford Precision’s Customer Care Team at 1-914-241-2211. Proof of purchase is required in all cases.
5. Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Bedford Precision does not guarantee the compliance or suitability of the products it sells with any laws, codes or regulations, nor does Bedford Precision accept responsibility for use of a product. It is the Customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
6. Cross-Reference Information Note: This is typical web Ts and Cs language. Is it needed for Bedford?
Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. Customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine suitability of the product for Customer's intended use.
E.PRODUCT INFORMATION
1. Catalog/Website Information.
Bedford Precision is a distributor of products. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any Bedford Precision catalog, literature or websites does not constitute the right to purchase products. Bedford Precision reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the Bedford Precision catalogs and websites, and Bedford Precision reserves the right to correct or change such pricing errors without notice. Bedford Precision further reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from Bedford Precision.
2. Product Substitution
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
3. California Proposition 65 (Note. Is this statement needed for Bedford?)
The State of California requires that certain warnings be given concerning products which contain chemicals subject to Proposition 65. A complete list of Proposition 65 regulated chemicals is available at www.oehha.ca.gov. Applicable Proposition 65 warning(s), (see below) are provided directly on the Bedford Precision.com product page and upon product purchase.
Warning: This product contains a chemical known to the State of California to cause cancer.
Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.
F. GENERAL TERMS
1. Third Party Payment Provider
If Business Customer elects to use a third party payment system provider (“Third Party Provider”) and Bedford Precision is charged fees by the Third Party Provider, Bedford Precision reserves the right to seek reimbursement from Business Customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
2. Intellectual Property
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved by Bedford Precision, or any IP owned by manufacturers and/or suppliers to Bedford Precision. All materials contained in Bedford Precision catalogs or on its web sites are subject to the ownership rights of Bedford Precision and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of Bedford Precision or its manufacturers and/or suppliers without Bedford Precision's permission.
4. Independent Contractors
Bedford Precision and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate Bedford Precision in any manner, nor may Customer represent to anyone that it has the right to do so.
5. Force Majeure
Bedford Precision shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees, controls or acts of authority, states of emergency, insurrections, epidemics, pandemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Bedford Precision in the conduct of its business.
6. Assignment.
Customer shall not assign any order, or any interest therein, without the prior written consent of Bedford Precision. Any actual or attempted assignment without Bedford Precision's prior written consent shall entitle Bedford Precision to cancel such order upon notice to Customer.
7. No Third-Party Benefit
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
8. Waiver, Choice of Law and Venue
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of New York, excluding its conflict of law rules, and to the extent allowed under these terms and conditions, both Bedford Precision and Customer agree that venue shall be proper either in the state courts in Westchester County, New York.
9. Severability
If any portion of these terms and conditions is found to be invalid or unenforceable, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
10. Modification of Terms.
Bedford Precision’s acceptance of any order is subject to Customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from Customer's receipt of Bedford Precision’s acknowledgment, or from Customer’s acceptance of all or any part of the products ordered. No additions or modifications of Bedford Precision’s terms and conditions by Customer shall be binding upon Bedford Precision, unless agreed to in writing by an authorized representative of Bedford Precision. If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Bedford Precision’s acknowledgment, Bedford Precision’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by Bedford Precision of any of the terms and conditions contained herein or in Bedford Precision’s acknowledgment. Bedford Precision reserves the right to accept or reject any order. Bedford Precision reserves the right to limit the total quantity of items purchased per order and the number of individual orders placed per Customer per day.
11. Complete Agreement
The terms and conditions in: (i) Bedford Precision’s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and Bedford Precision.
12. Authorization.
Business Customers represent that any person accepting these Terms of Sale on behalf of the Business Customer is authorized to do so and that all employees and representatives of the Business Customer who access Bedford Precision.com or any other Bedford Precision website or application on behalf of the Business Customer or otherwise purchase products from Bedford Precision on behalf of Business Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from Bedford Precision on behalf of Business Customer. Business Customers hereby agree to indemnify and hold Bedford Precision harmless against any breach of this representation.
Precision.
II. ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF BEDFORD PRECISION PRODUCTS
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF BEDFORD PRECISION PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF BEDFORD PRECISION PRODUCTS (“ADDITIONAL EXPORT TERMS”). IN THE EVENT OF A CONFLICT BETWEEN BEDFORD PRECISION’S STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL EXPORT TERMS IN SECTION III, THE ADDITIONAL TERMS IN SECTION III SHALL PREVAIL FOR EXPORT SALES OF BEDFORD PRECISION PRODUCTS.
1. Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Bedford Precision. Customer further consents that submission of its order shall subject Customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.
2. Sales Tax and Duties, Import Fees
Bedford Precision is required to charge U.S. federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, Customer shall indicate which products are tax exempt.
4. Shipping Charges and Freight Policy
All Bedford Precision export orders are shipped under INCOTERMS® 2020 rules (need to confirm) as defined by the International Chamber of Commerce. Unless otherwise stated and agreed to in writing by Bedford Precision, default shipping term is FCA Bedford Precision shipping location, excluding export customs clearance. Other shipments are freight collect (confirm) from any Bedford Precision facility. Customer shall be responsible for obtaining insurance. At Bedford Precision’s option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Customer’s exclusive remedy. Title and risk of loss pass to Customer upon tender of shipment to the Customer selected export carrier.
Canada Free Trade Agreement or other special documentation, packaging or product marking or labeling, but Bedford Precision shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless Bedford Precision expressly agrees to do so.
11. Governing Law; Limitations.
The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by the laws of the State of New York, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.