Terms & Conditions

General Terms & Conditions of Sale of Goods

Notwithstanding any other provision to the contrary, the following Terms and Conditions of Sale of Goods (“Terms and Conditions”) shall apply to any sale of goods by PETIT AUTO WASH, INC. (“Company”), an Ohio Corporation, having a place of business at 2833 Eastern Road, Norton, Ohio 44203. Any purchase order covering the sale of Company product shall be governed by these Terms and Conditions and other written provisions mutually agreed upon, if any. Any oral understandings are expressly excluded. Company shall not be deemed to have waived these Terms and Conditions if it fails to object to provisions appearing on, incorporated by reference in, or attached to Buyer’s purchase order form, which provisions are hereby expressly rejected. Buyer’s silence or acceptance or use of product constitutes its acceptance of these Terms and Conditions. No modification or addition to these Terms and Conditions shall be effective unless agreed in writing and signed by an authorized representative of Company. In the event Buyer orders product from Company and Company delivers product to Buyer, the Terms and Conditions contained in this document shall apply to all such sales and transactions.

STANDARD TERMS AND CONDITIONS OF SALE

Prices:

All quoted prices in effect on the purchase order date (unless quoted otherwise) or date of completion if shipment is deferred on Buyer’s instructions, are Free On Board (F.O.B.) point of shipment unless otherwise agreed in writing by Company and are subject to change without notice. Prices do not include sales, use,       excise, or other taxes. Any such tax that Company is required by law to collect, will be added to the invoice price. All prices are based on the quantity quoted and any change in the quantity may affect the price. No discount will be allowed unless specifically agreed to in writing by Company. Until the purchase price and all other sums due pursuant hereto are paid in full, Buyer grants Company and Company retains a security in the Goods described in the Sales Order (the “Goods”) and in all proceeds of the Goods.

Terms:

Fifty Percent (50%) required to place order, remainder due 10 days prior to factory ship date. Shipping CANNOT be setup until final payment is received. All equipment FOB point of manufacture and will be invoiced separately.

Delivery Date:

All scheduled delivery dates are estimates based on a normal workload and all deliveries are subject to change without liability to the Company. Typical production time is 8-10 weeks. Orders are placed into the production schedule once the Sales Order is executed, and deposit is received. Orders begin production 30 days prior to shipping. Shipping will not be set up until final payment is received. Unless expressly specified to the contrary, all shipping dates are based upon current availability of materials, present production schedules and prompt receipt of all necessary information. Company will not be liable for any damages, loss, fault, expense, or freight charges arising out of delays in shipment or other non-performance of this agreement caused by or imposed by (a) strikes, pandemics, fires, disasters, riots, acts of God; (b) acts of Buyer; (c) shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities; (d) government action; or (e) subcontractor delay. Once a ship date is confirmed: 31 days prior to the ship date or more the buyer may request to delay their ship date based on current availability. Within 30 days of shipping the Buyer may delay their ship date by no more than 14 days (two weeks). After a delay of 14 days (two weeks) the Buyer must take shipment of the order or will incur a storage charge of $250/week. Weekly charges accrue on the first business day of the week. Company reserves the right to, at any time during any such delay, to require that the Buyer take delivery within ten (10) days of written notice from the Company.

Limited Warranty:

General

All equipment manufactured by Company is warranted to be free from defects in materials and workmanship for a period of two (2) years from ship date. All claims regarding warranted components or parts must be submitted in writing to Company within 15 days of finding a possible defect. This warranty is made to the original purchaser and is not assignable or transferable. Third party equipment components such as motors, pumps and other items not manufactured by Company but incorporated into its equipment will carry the stated warranty of the original manufacturer.  Company assigns to the Buyer any and all such third-party warranties and the Buyer agrees to look solely to such third-party suppliers for any warranty issues with such components. Fluids that are introduced into components such as pumps, valves, or other components must be deemed suitable for use by the original manufacturer of that component. To be considered under warranty all components and systems must have been properly installed and maintained. Any component or part alleged to be defective in materials or workmanship shall, at the discretion of Company, be returned for evaluation. If upon examination such component or part is found to be defective in workmanship or materials, Company, will at its option, either repair or replace such component or part. Company will, at its expense, ship such repaired or replaced component or part via standard ground shipping. Expedited shipping costs (if requested) shall be at the expense of the customer. As to any service work performed by Company, Company warrants that its services will be performed in a professional and workmanlike manner in accordance with applicable professional standards. Company, as Buyer’s sole remedy, will reperform any work not in compliance with this warranty brought to our attention within thirty days after the work is performed. However, Company does not warrant, nor will Company be responsible for, the performance of any third-party products. It is Buyer’s responsibility to determine the suitability or compatibility of Company Goods with any existing third-party products at Buyer’s site. In the event Company is asked to reperform any work and it is determined that Company has already met our obligations under this paragraph, Buyer agrees to pay Company on a time and materials basis at Company’s standard rates for time spent on such additional work. Consultant’s warranty is void upon any modifications to the services or work performed by Company by any other party than Company. In the event you request Company to perform work or services which are contrary to the recommendations of Company, Company makes no warranty with respect to any such services or work and you agree to indemnify and hold Company harmless against any damage or expense relating to bodily injury or death of any person or damage to real and/or tangible personal property incurred as a result of such services or work All claims for breach of this warranty must be made to Company within thirty (30) days after the date of completion of the services to which the claim relates. Company's warranty shall extend only to Buyer from Company.

Limitations

The warranty does not cover normal wear and tear, or problems caused by improper installation, use or maintenance. Normal wear and tear items include but are not limited to items such as membranes, nozzles, belts, hoses, and seals. The warranty does not cover damage or failure caused by lack of reasonable care & maintenance, accident, misuse, abuse, alteration, neglect, extreme temperatures, or exposure to harsh chemicals. E.g., hydrofluoric acid, ammonium bifluoride, methanesulfonic acid or other chemicals incompatible with the materials of construction. The warranty does not cover damage resulting from a loss of water supply, the use of water containing solids greater than 40 microns in diameter, or defects caused by use of un-softened water or water containing dissolved solids in excess of 500 PPM. This warranty is expressly limited to the repair or replacement of the defective item and is the sole remedy of this warranty. This warranty does not cover any labor or installation cost, either with respect to the original equipment or with respect to the repaired or replaced component or consequential damages, should there be any, during the time repairs are being made. EXCEPT FOR THE EXPRESS WARRANTY DESCRIBED ABOVE, THERE ARE NO OTHER WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, WRITTEN, ORAL OR ARISING UNDER CUSTOM OF TRADE INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF SELLER SHALL BE EFFECTIVE TO VARY OR EXPAND THE ABOVE-REFERENCED EXPRESS WARRANTY OR ANY TERMS HEREOF.

Claims

Warranty claims must be made through an authorized service provider. In the event of a factory direct purchase, or if a claimant finds their service provider to be unresponsive, the claim shall be submitted directly to Company for evaluation. To be considered, warranty claims must be submitted within 15 days of discovery of a possible defect and if requested, the failed component must be returned at Buyer’s cost within 30 days to Company. Upon receipt of a completed Warranty Claim Form and the item in question (if requested), Company will evaluate for manufacturing defect(s). If the item qualifies for a warranty replacement, Company will at its discretion, repair or replace the defective item. If the item is determined to not be defective, the customer may request that the item be returned to them at their expense. If a replacement part is requested to be shipped prior to warranty evaluation, the replacement part will be shipped and annotated in Company’s Warranty Claim Database. If the failed part is received by Petit within 30 days of submission of the Warranty Claim Form, and determined to be in warranty, then no invoice will be issued. If the defective part is found not to be in warranty an invoice will be issued for the part(s) and shipping and will be paid within thirty (30) days on invoice. Expedited shipping cost, if requested, will be charged to the customer in all instances.

Transportation Claims

Upon arrival, all parts and equipment must be inspected. If any damage is found, it should be immediately documented and reported to both the transportation carrier as well as Company. Transportation damage claims are to be submitted directly to the carrier per their policies.

Replacement Parts Warranty

Replacement parts, warrantied or purchased carry a 90-day warranty. The replacement parts warranty carries the same limitations as stated above.

Limitation of Liability:

Company’s liability under its warranty is expressly limited to the repair or replacement of Goods, which prove to be defective in materials or workmanship within a period of two (2) years of the ship date to Buyer. The repair or replacement of the Goods shall be at Company’s sole discretion. The Company’s obligation to repair or replace defective Goods or refund the invoice price constitutes agreed and liquidated damages for any breach of warranty by Company. In no event Shall Company be liable for incidental, indirect, special, or consequential damages or for any lost profits arising out of or in connection with the Sale of Goods, including without limitation, breach of any obligation or warranty imposed on Company hereunder or in connection herewith. Consequential damages for purposes hereof shall include without limitation, loss of use, income or profit, or losses sustained as the result of injury to any person, or loss of or sustained as the result of work stoppage. Buyer shall indemnify Company against all liability, cost, or expense, which may be sustained by Company on account of any such loss, damage or injury. No agent of Company or any service provider is authorized to assume any liability for Company or make any written or oral warranties beyond those set forth in these Terms and Conditions. 

Indemnity:

Buyer shall indemnify and hold Company harmless from and against all claims and causes of action for damages and expenses of every kind and character including costs of suit and reasonable attorney’s fees asserted against Company, its agents, servants, and employees arising out of or in any manner connected with the product or use of the product listed on the face hereof. This includes, but is not limited to, all claims and causes of action resulting from patent or trademark infringement, which are based, in whole or in part, from Goods manufactured to Buyer’s specifications. This indemnity obligation of Buyer will survive the expiration, termination, or cancellation hereof.

Terms of Payment:

Payment shall be made to Company at its office in Norton, OH, or as directed by the Company and shall be due and payable as set forth on the face of Company’s invoice and if not stated, then within thirty (30) days of invoice. Payable only in U.S. Funds. Service charges are payable on overdue invoices at an amount of 1.5% per month or the maximum legal rate, whichever is less. All orders and shipments shall at all times be subject to the approval of the Company’s credit department. The Company reserves the right of declining to accept any order or make any shipment whenever, for any reason, there is doubt as to Buyer’s financial responsibility and Company shall not in such event be liable for breach or non-performance, in whole or part.

Shipment:

Unless otherwise specified herein, all shipments are F.O.B. point of shipment indicated on the front hereof. Company’s responsibility terminates upon completion of Goods in good order and made available for delivery to a common carrier from Company’s facility. The Goods, title thereto and any risk of loss, shall be considered transferred to the Buyer upon availability for delivery to a common carrier. No claims for shortages, damages, or failure in delivery, whether by common carrier, parcel post or otherwise, may be made by the Buyer against the Company. In the absence of written shipping instructions from Buyer, Company may ship the Goods freight collect to the Buyer by any common carrier which it considers satisfactory or, if appropriate, in the opinion of the Company, by parcel post. Buyer is conclusively presumed to have inspected and accepted the Goods unless Buyer notifies Company in writing of any incorrect, unspecified, missing, defective or otherwise non-conforming Goods within five (5) business days following Buyer's receipt of the Goods (the “Inspection Period”). In the event Buyer fails to inspect or reject the Goods within the Inspection Period, Buyer shall have waived the right to reject the Goods. Buyer’s sole remedy for the rejection of the Goods shall be as set forth in these Terms and Conditions for defective Goods. Unless otherwise agreed in writing, Company assumes no obligation to install any Goods sold to Buyer or to place them in working order at any location, property, or project of Buyer.

Cancellations and Return of Goods:

No purchase order with respect to which Company has issued or indicated a sales confirmation may be cancelled or the manufacture of Goods thereunder suspended without the sole and express written consent of Company. In addition, the Buyer shall also reimburse Company for any extraordinary costs and other expenses attributable to such suspension or cancellation. No special-order Goods shall be returned to Company (whether due to cancellation of a purchase order or for any other reason not the fault of the Company) and no refunds will be made without prior written authorization from Company. An inspection and restocking charge of no less than ten percent (10%) on all returned stock items will, at Company’s option, be required. Any request to return goods shall include, in addition to other information reasonably requested by Company, a full description of the Goods, the date of the purchase order and Company’s invoice number. All items must be unused and in the original packaging, along with the Company’s Warranty Return Claim Form. Returned items which were paid by credit card or multi-item returns may incur up to a 20% restocking fee. Additional fees will be charged if items were returned damaged, incomplete or without original packaging.

Packing and Crating:

Except as provide on the face hereof or as hereinafter provided, prices include    packing for Goods destined within continental limits of the United States excluding Hawaii and Alaska. An additional charge may be made for crating and for export packing. Buyer is responsible for all shipping      costs for the original and return shipments. Shipping costs are non-refundable and will be deducted from any refund if Company’s shipping account is used.

Miscellaneous:

⦁ None of the Terms and Conditions herein may be added to, modified, superseded, or otherwise altered except by a written instrument, signed by an officer of the Company. Each shipment received by Buyer from the Company shall be deemed to be upon the Terms and Conditions herein set forth, except as they may be added to, modified, superseded, or otherwise modified as provided above, notwithstanding Buyer’s act of accepting or paying for the Goods or similar act of Buyer. There are no understandings between the parties hereto as to the subject matter of this contract other than as set forth herein. All previous communications between the parties hereto concerning the subject matter of this contract, whether verbal or written, including, but not limited to, Buyer’s Purchase Order, are hereby abrogated and withdrawn, and this contract constitutes the whole of the agreement between the parties hereto. Any additional Terms and Conditions of a Purchase Order or Change Order shall not apply hereto unless agreed to by the parties in writing. No modifications of this contract shall be binding upon the Seller unless in writing and signed by Company, and no modification shall be effected by Seller’s acknowledgment or acceptance of Buyer’s purchase order forms containing different provisions. Trade usage shall neither be applicable nor relevant to this agreement, nor be used in any manner whatsoever to explain, quality, or supplement any of the provisions hereof.

⦁ Any typographical or clerical error herein is subject to correction.

⦁ This document and the sale of the Goods described herein shall be construed in accordance with the laws of the State of Ohio. Further, Buyer and Company agree to submit to the exclusive jurisdiction of the appropriate local, state, or federal courts within Summit County, Ohio for purposes of resolving any dispute or claim arising in connection with said transaction.

⦁ The submission of a quotation by Company in response to Buyer’s request does not constitute an expression of acceptance of any term or condition which may have been set forth in Buyer’s request. The terms and conditions of sale set forth herein are the only terms and conditions applicable to the sale of the Goods described on the face hereof notwithstanding prior or post-sale, references.

⦁ Company shall have the right to charge a service fee for reissuing invoices due to unauthorized discounts taken by Buyer

⦁ In the event Buyer seeks to make payment on an invoice from Company in an amount less than the full amount of the invoice and Buyer intends such payment to be in full satisfaction of the invoice, Buyer must send such payment to Office of Disputed Accounts, Petit Auto Wash, Inc., 2833 Eastern Rd., Norton, OH 44203.

Invoice:

Where the Company does not issue either a quotation or a sales confirmation and ships Goods pursuant to Buyer’s purchase order, such sales shall be subject to Company Terms and Conditions as set forth herein.

Assignment:

Company reserves the exclusive right to assign the proceeds of any order to a third party for any reason whatsoever.

Assistance and Advice:

Upon request, Company in its discretion may furnish as an accommodation to Buyer such technical advice or assistance as is available in reference to the use of the product by Buyer. Company assumes no obligation or liability for the advice or assistance given or results obtained, and all such advice or assistance is given and accepted at Buyer’s sole risk. Buyer hereby waives any and all claims against Company arising out of any such assistance or advice. Buyer shall indemnify Company against all claims, losses, liabilities, and expenses (including, without limitation, reasonable attorney fees) arising out of any such assistance or advice. 

Severability:

Each provision of these Term and Conditions is intended to be severable. If any term or provision hereof or any portion thereof, or the application thereof to any entity or circumstance shall be determined by a court of competent jurisdiction to be illegal or unenforceable for any reason whatsoever, such term, provision or application thereof shall be severed here from and shall not affect the validity of the remainder of these terms and conditions or the application of such term or provision to any          other entity or circumstance.

Default, Attorney’s Fees:

Should Buyer default on any obligation hereunder or become insolvent or make an assignment for the benefit of creditors or be subject to any reorganization or bankruptcy proceeding, or if Company shall deem it to be in its best interest to do so to protect it or the product against loss or damage or upon termination of this order for whatever cause or reason, then Company and its agents or representatives may, in addition to any other rights or remedies it may have under this order or at law or in equity, without notice or demand of liability or legal process, retain or otherwise repossess all or any part of the Goods thereof and/or items furnished by Buyer; and Buyer expressly waives all further rights to possession of said Goods and all claims for injury suffered through or loss caused by retention or repossession. If Company shall retain/repossess the Goods or shall institute any proceeding to recover any monies due hereunder or to recover possession of the Goods or any part thereof or to enforce any term or condition hereof, Buyer shall pay Company’s cost incurred therein including Company’s attorney’s fees and all costs of suit. Company’s rights hereunder are cumulative and not alternative.

UNLESS OTHERWISE AGREED TO IN WRITING, ALL SALES ARE MADE SUBJECT TO THESE TERMS AND CONDITIONS OF SALE AND ANY ADDITIONAL TERMS PROVIDED IN THE SALES INVOICE AND PACKING LISTS. BY EXECUTION OF COMPANY SALES ORDER (ELECTRONICALLY OR OTHERWISE) BUYER AGREES TO AND SHALL BE BOUND TO THESE TERMS AND CONDITIONS AND INVOICE. ACCEPTANCE OF ANY INVOICE OF THESE TERMS AND CONDITIONS SHALL CONSTITUTE ACCEPTANCE ON ALL SUBSEQUENT INVOICES.