Sales Terms and Conditions

These Terms and Conditions govern the sale of equipment by Dealer to Purchaser, as further described on the Sales Order.

  1. By placing an order with Dealer, signing the Sales Order, verbally agreeing to move forward with the purchase of the equipment, or in any way reasonably leading Dealer to believe that Purchaser is moving forward with purchasing equipment, Purchaser agrees to be bound by these Terms and Conditions (this “Agreement”).
  2. If a date for delivery has been specified in this Sales Order, it is understood that Dealer will endeavor to make delivery to the Purchaser on or about such date without liability, whatsoever, to Dealer, and Dealer may make delivery at the earliest practicable date as determined by Dealer. In the event that no date for delivery has been specified in this Sales Order, it is understood that Dealer may make delivery at the earliest practicable date as determined by Dealer.
  3. Dealer shall not be liable for delays caused by the Manufacturer or any accidents, strikes, fires, acts of God or any cause whatsoever beyond the control of Dealer.
  4. Dealer may request that Purchaser provide a deposit for the equipment hereunder, in an amount determined by Dealer in Dealer’s sole discretion.
  5. Purchaser may be able to cancel the order hereunder up until the date that Dealer can cancel the order from the respective manufacturer. In such case, Purchaser may lose its deposit and accrue fees determined by Dealer in its sole discretion. If Dealer’s right to cancel an order from the respective manufacturer has lapsed, Purchaser may not, under any circumstances, cancel the order(s) hereunder.
  6. The price of the product quoted herein does not include any tax, tariff, or taxes imposed by any governmental authority prior to or at the time of delivery of such product unless expressly so stated, and the Purchaser assumes and agrees to pay any taxes and/or tariffs imposed on or incidental to the transaction herein regardless of the person having the primary tax liability and/or tariff liability.
  7. If Dealer agrees to accept used equipment as a trade-in, Purchaser warrants that the trade-in is his/her/its own property and is free of any liens and encumbrances, except as disclosed herein. Dealer shall inspect the body and the mechanical condition and appraise the used equipment on the date of this offer. Purchaser warrants to deliver the trade-in on the delivery date in substantially the same condition as found on this inspection and without additional liens. Dealer reserves the right to re-inspect and re-appraise the trade-in on delivery date and adjust the trade-in allowance accordingly.
  8. If this Sales Order covers the purchase of used equipment, there are no warranties expressed or implied, representations, promises or statements in connection with the sale of the equipment covered in this Sales Order. Purchaser has had an adequate opportunity to inspect the equipment and make his/her/its own estimate as to the condition of the equipment. Used equipment is sold “as is” with absolutely no warranty or guaranty except that Dealer guarantees and warrants title to said property.
  9. If this Sales Order covers new equipment, the same is given and accepted subject to Manufacturer’s warranty in effect at the time of delivery of the Sales Order. It is understood that no other warranties, agreements or representations of any kind whether expressed or implied, including any warranty of merchantability or fitness for a particular purpose, are made or have been authorized by Dealer, its employees, contractors, agents, representatives, affiliates, holding company, subsidiaries, or successors and assigns (collectively, “Dealer’s Agents”), with respect to any of the items or equipment described in this Sales Order, unless endorsed herein and signed by the parties hereto. No adjustments, repairs or any items or equipment sold hereunder, or assistance given by Dealer in connection with the same, shall be deemed to be a waiver of any of the provisions of the aforesaid warranty. Purchaser acknowledges and agrees that any warranty with respect to the items described in this Sales Order are made solely by the manufacturer of said item or equipment (“Manufacturer”) and Purchaser will indemnify, defend and hold harmless Dealer and Dealer’s Agents from and against any and all claims, suits, proceedings, losses, damages of any kind and nature (including, but not limited to, bodily injury, death and/or property damage), costs (including but not limited to, attorneys’ fees), whether instituted or threatened, arising out of, related to or in any way connected with any item or equipment described in this Sales Order.
  10. The Purchaser agrees that damages arising from failure to consummate the sale contemplated by this Sales Order may be difficult to measure and that a reasonable measure of damages will be the difference between the price set forth herein and the amount for which the equipment can be sold to another party, plus any costs, charges and related expenses that may be incurred by the seller to hold, store, maintain and sell the equipment.
  11. In the event of litigation, suit or proceeding concerning any portion of this Sales Order in which Dealer shall prevail, all Court costs and reasonable attorneys’ fees will be paid by the Purchaser. Venue in any action by or against Dealer shall be in the federal or state courts of the County of Alameda, which is the location of Dealer’s principal place of business office where payments are to be made.
  12. This Sales Order is not assignable by the Purchaser except with Dealer’s written consent.
  13. It is understood that the Manufacturer has reserved the right to make changes in model and design in products and parts at any time without incurring any obligation to Dealer to make corresponding changes in the product here ordered, either before or subsequent to delivery to the Purchaser and, accordingly, Dealer shall not be obligated to Purchaser in any way in the event of any such change.
  14. Dealer is not responsible in any way for changes in specifications or design.
  15. The acceptance of this Sales Order is subject to the completion of credit investigation and approval by the credit department of Dealer.
  16. In the event the terms of this Sales Order do not require payment in full in cash at the time of delivery, Purchaser agrees to execute and deliver a Security Agreement on a form generally used by Dealer at Dealer’s option on terms satisfactory to Dealer and the handling charges, insurance costs, discount charges and any other expenses connected with sale of security interest may be added to the balance of the purchase price. It is understood and agreed that whether or not a Security Agreement is entered into by Purchaser in favor of Dealer, Dealer shall retain a security interest in each and every item subject to the Sales Order and title to and right of possession of said equipment or item shall remain vested in Dealer until all obligations of Purchaser hereunder and payment of all other sums which may be due or are to become due from Purchaser to Dealer, whether evidenced by notes, book account, judgment, or otherwise, shall have been fully paid at which time ownership shall pass to the Purchaser. It is expressly agreed and warranted that this is a commercial sale and the equipment sold herein is to be used for commercial purposes.
  17. Dealer shall not be held liable or responsible for any costs or expenses or for any damages on account of personal injuries or injuries to property or otherwise suffered or sustained in the operation of this equipment, the subject of this Sales Order, nor for any damages alleged to result to Purchaser by reason of delays or alleged failure or said equipment to operate.
  18. Dealer reserves the right to accept or reject this Sales Order and shall not be required to give any reason for non-acceptance.
  19. During the term of this Agreement and for one (1) year thereafter, Purchaser will not, except with the prior written consent of Dealer, directly or indirectly, solicit or encourage the solicitation of any person who is, or was within a six (6) month period prior to such solicitation, an employee of Dealer or any of its affiliates for any position as an employee, independent contractor, consultant or otherwise. In the event of a breach of this section by Purchaser, along with any other remedy at law, Dealer shall be entitled to full financial damages to be determined by Dealer in its sole discretion.
  20. Purchaser will promptly pay to Dealer any taxes that Dealer is required to collect with respect to the equipment, any tariff(s) Dealer is required to pay under this Agreement, or any amounts payable by Purchaser under this Agreement including, but not limited to, value added, personal property, sales, use, excise and similar taxes, tariffs, duties and charges of any kind imposed by any federal, state or local governmental entity, and any changes to such taxes or tariffs that occur after this Agreement is executed (collectively, "Taxes"). For any Taxes from which Customer claims exemption, Customer shall provide Peterson with properly completed exemption certificates and any documentation needed to validate the exemption. If Customer fails to provide an appropriate exemption certificate and supporting documentation, as determined by Peterson, Customer will remain liable for all such Taxes and will indemnify Peterson for any liability related to the same
  21.  
    1. IN NO EVENT SHALL DEALER OR DEALER’S AGENTS BE LIABLE TO PURCHASER, ITS AGENTS OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER ARISING WHETHER OR NOT THAT PARTY WAS AWARE OF THE POSSIBILITY OF THOSE DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.
    2. IN NO EVENT WILL THE AGGREGATE LIABILITY OF DEALER OR DEALER’S AGENTS ARISING OUT OF THIS AGREEMENT EXCEED TEN THOUSAND DOLLARS ($10,000.00).
    3. DEALER AND PURCHASER AGREE THAT THIS SECTION 21REPRESENTS A REASONABLE ALLOCATION OF RISK.
    4. THE PROVISIONS OF THIS SECTION 21 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.