Terms & Conditions

Terms & Conditions

GENERAL:

These Terms and Conditions of Sale (the “Terms”) shall govern the sale of the products, equipment, accessories and/or services set forth hereof (and/or on the quotation, invoice or other document to which these Terms are attached and/or made part of) (collectively, the “Equipment”) from Landmark Solutions and its contracted equipment manufacturers (“Seller”) to the Seller’s customer / buyer (“Buyer”), regardless of any other purchase order(s) / form(s) / document(s) submitted by Buyer. All purchase orders for the Equipment shall be subject to acceptance by Seller at its home office. Acceptance is limited to the Terms. Seller rejects any and all other additional, contrary or inconsistent terms and conditions.

 

CANCELLATION:

By Seller: Seller reserves the right to cancel any purchase/sale and/or decline to complete any sale if, in Seller’s opinion, Bier’s creditworthiness is not acceptable (or has become unacceptable) to Seller at any time prior to the shipment of the Product(s).

By Buyer: Buyer may not cancel any purchase/sale of the Equipment, without the written consent of Seller.

  • Buyer may request Seller to cancel a purchase/sale of the Equipment, and at Seller’s sole and exclusive discretion, Seller may agree to a cancellation if (i) the purchase order relates to a standard Product (as determined by Seller) and (ii) Buyer pays to Seller an amount equal to (A) fifteen percent (15%) of the sales/invoice price if cancellation occurs within thirty (30) days or less prior to the scheduled shipment date; or (B) ten percent (10%) of sales/invoice price if cancellation occurs more than thirty (30) days prior to the scheduled shipment date. Special Equipment shall not be subject to cancellation under any circumstances. No cancellations shall be allowed after the scheduled shipment date. In the event of any attempted cancellation or refusal to accept Equipment that are not subject to cancellation, Buyer shall indemnify Seller for any and all losses sustained by Seller by reason of such attempted cancellation or refusal to accept Equipment.


PRICE/TAXES:

  • F.O.B. point of origin
  • Subject to change without notice at any time prior to acceptance of Purchaser’s order by Seller’s home office, as evidenced by Seller’s formal acknowledgment.
  • Firm upon Seller’s acceptance of Purchaser’s order as evidenced by Seller’s formal acknowledgment unless escalation terms are included in the terms of sale.
  • Prices do not include sales, use, excise or similar taxes. Consequently, in addition to the prices specified, the amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of the equipment shall be the responsibility of and paid by the Purchaser; or in lieu thereof, the Purchaser shall provide the Seller with a tax-exemption certificate acceptable to the taxing authorities.


TERMS OF PAYMENT:

Payment terms shall be as follows unless otherwise specified and confirmed by Seller in writing:

  • Standard Payment Terms Twenty percent (20%) down with purchase order, seventy percent (70%) prior to shipment from Seller’s designated shipping point, and ten percent (10%) not more than 30 days after delivery to buyer’s dock.
  • Interest: Seller reserves the right to charge interest at the rate of up to two percent (2%) per month (but not more than the maximum interest rate permitted by applicable law) on all balances not paid by Buyer within the designated payment terms.
  • Pro Rata Payments: All payments are due from Buyer as set forth above. If any shipments or other events are delayed by Buyer, payments shall become due and payable on the date Seller is (or would be) prepared to make shipment, conduct run-offs, etc.
  • Financial Condition: Seller reserves the right at any time to revoke any credit extended to Buyer because of Buyer’s failure to pay for any goods when due or for any other reason deemed good and sufficient by Seller. Seller shall make no sale or shipment of any Equipment to Buyer on open account, or in any manner, if at any time the financial responsibility of the Buyer becomes impaired or unsatisfactory to Seller, and the Buyer does not provide full security to Seller, or if at the time of such sale or shipment, Buyer is delinquent in the payment of any account to Seller. In the event Buyer shall be in default of any of the Terms, or becomes insolvent or proceedings are instituted to declare Buyer bankrupt, or a receiver is appointed for Buyer in any court, Seller may, at its option, terminate any sales agreement with Buyer and upon such termination by Seller, any and all claims or demands against Buyer held by Seller shall immediately become due and payable.
 

In addition, in the event of any default hereunder, Seller shall have the right to disconnect, disable or otherwise render the Equipment unusable, without any liability to Buyer. Buyer covenants and agrees not to assert any claims or causes of action against Seller relating to or arising out of Seller’s disconnection or disabling of the Equipment. Lastly, any other provisions of these Terms to the contrary notwithstanding, in the event that Buyer fails to pay Seller in full for the Equipment, Seller shall have no obligations of any nature whatsoever under any warranty of Seller set forth in these Terms.

DELIVERY:

Delivery/shipment dates are estimated only and are determined based on in-stock equipment and new build times reported by the Equipment manufacturer. Seller’s obligations are subject to delays incident to force majeure and other causes beyond the control of Seller. In the event of any such delays, the delivery of the Equipment shall be correspondingly extended.

Title passes from Seller to Purchaser and risk of loss is borne by Purchaser when the equipment is delivered to the carrier at the F.O.B. point stated herein unless otherwise designated in this proposal. All reports of and claims for damage resulting from or incurred in transportation must be filed with the carrier by the Purchaser.

Any damage or loss thereafter shall not operate in any way to release Buyer from any of its obligations hereunder. Seller shall not be liable to Buyer for any loss or damage of any nature whatsoever (including, but not limited to, any loss of income and/or profits, direct, indirect, incidental, special and/or consequential damages) resulting from Seller’s delayed performance in the shipment and delivery of the Equipment for any reason.

In the event that shipment of the Equipment is delayed at the request of Buyer or as a result of any failure by Buyer to be prepared to accept delivery, Buyer shall pay a shipment extension charge to Seller in an amount equal to two percent (2%) per month until Seller has shipped the Equipment to Buyer.

 

INSTALLATION:

Buyer, at its sole cost and expense, shall furnish such materials, labor and equipment as may be necessary for the prompt placement, assembly and installation of the Equipment.

    • Buyer shall (i) provide all transportation and necessary rigging services, (ii) provide all utilities required for assembly of the Equipment, and (iii) provide such other services as may be required to supply electric leads into the Equipment.
      • If Seller agrees to or is otherwise construed to have directed, supervised, managed, or controlled in any manner the rigging, placement, assembly or installation of the Equipment, Buyer hereby RELEASES, WAIVES, AND DISCHARGES the Seller and its affiliated manufacturers or related companies, and their respective shareholders, directors, officers, employees, agents and representatives (the “Released Parties”) from any and all liability relating to any personal injury, property damage, loss, and/or any and all claims or demands relating to and/or arising out of or in connection with the Seller’s rigging, placement, installation, assembly, servicing, or use and operation of the Equipment, and training of Buyer’s personnel.
 

Buyer shall indemnify, defend and hold harmless Seller and the Released Parties from and against all claims, losses, liabilities, damages or expenses whatsoever arising out of any alleged bodily injury, death or property damage relating to, arising out of, or in connection with the Seller’s or Buyer’s rigging, placement, installation, assembly, servicing, or use and operation of the Equipment and training of Buyer’s personnel. In the event the placement, assembly and installation of the Equipment, or any part thereof, is delayed due to the fault of Buyer, any and all additional expenses incurred by Seller arising out of such delays shall be chargeable to and paid by Buyer to Seller upon invoice.

Buyer shall comply in all respects with any and all federal, state and local environmental and pollution laws, rules, regulations and ordinances of any nature whatsoever (the “Environmental Requirements”) relating to Buyer’s use, operation and maintenance of the Equipment. Buyer, at its sole cost and expense, shall obtain all permits and licenses required to install and operate the Equipment and maintain such records as may be required by any Environmental Requirements. Buyer shall assure that the Equipment and chemicals and solutions used in connection therewith conform to the Environmental Requirements. Buyer shall indemnify Seller from and against any and all damages, liability, costs and expenses arising out of or in connection with any failure to comply with Environmental Requirements.

 

WARRANTY:

All Equipment warranties shall be subject to the Manufacturer’s standard coverage unless otherwise specified by an extension purchased by Buyer.

All parts and/or components of a Product(s) alleged to be defective shall, at all times, be subject to inspection by Seller and Buyer shall not dispose of or otherwise modify or destroy the same before inspection by Seller. All such parts and/or components shall be returned by Buyer to Seller upon Seller’s request. Furthermore, all freight and related expenses for the return of any alleged defective parts /components and the shipment and delivery of replacement parts and components to Buyer shall be for the account of Buyer and Buyer shall pay the same and/or reimburse Seller for the same to the extent paid/incurred by Seller.

 

CONFIDENTIALITY:

All drawings, designs, specifications, manuals and programs furnished to Buyer by Seller shall remain the confidential and proprietary property of Seller. All such information, except as may be found in the public domain, shall be held in strict confidence by Buyer and shall not be disclosed by Buyer to any third parties. Copyright in all materials made available by Seller shall remain in Seller at all times.

 

SAFETY PRECAUTIONS:

Buyer shall require all employees to use all safety devices, guards, and proper safe operating procedures set forth in manuals and instructions furnished by Seller. Buyer shall not remove or modify any such device, guard or sign. It is the Buyer’s responsibility to provide all the means that may be necessary to effectively protect all employees from serious bodily injury which otherwise may result from the method of particular use, operation or set-up or service of the Equipment. If Buyer fails to comply with the provisions of this paragraph or any applicable standards or regulations, Buyer shall indemnify Seller and the Selling Companies from and against all claims, losses or damages arising therefrom.

 

MISCELLANEOUS PROVISIONS:

  • These Terms together with all attachments hereto (or to which these Terms are attached) constitute the entire agreement between Seller and Buyer and govern the respective liabilities of Buyer, Seller and the Selling Companies, and supersede any and all prior agreements, representations, correspondence, quotations or understandings heretofore in force between the parties. There are no agreements between Seller and Buyer with respect to the Equipment except as specifically set forth herein.
  • If any term or condition or part of the Terms is held to be invalid, the remaining terms and conditions of the Terms shall not be affected thereby.
  • The Terms may be modified, canceled, or rescinded only by the written agreement of both parties executed by their duly authorized agents.
  • No claim arising out of any breach of the Terms may be discharged in whole or in part by waiver or renunciation of such claim unless such waiver or renunciation is in writing and signed by the parties hereto.
  • The Terms and any agreement between the parties may not be assigned without the express written consent of the parties hereto. Any attempted assignment of rights or delegation of duties shall be void.
  • The Selling Companies shall be extended the benefits and protection of these Terms.
  • ALL DISPUTES ARISING OUT OF THIS AGREEMENT (OR THE BREACH HEREOF) SHALL BE SETTLED BY SUBMISSION TO ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.