Bison Group USA, Inc.
Terms and Conditions of Sale and Service
1. Agreement. Unless otherwise agreed in a written document signed by a senior officer of Bison Group USA, Inc. ("Bison"), these Terms and Conditions of Sales and Service ("Terms") govern the purchase of goods (including, but not limited to, new and used equipment, attachments, components, technology, parts and software) ("Goods") and services ("Services") from Bison by any individual or entity that purchases such Goods or Services from Bison ("Client"). Bison hereby rejects the terms of any purchase order or other document submitted by Client, unless the document is signed by a senior officer of Bison. The placing of an order with Bison or the receipt or acceptance of Goods or Services by Client constitutes Client's acceptance of these Terms exactly as written.
2. Order and Delivery of Goods or Services. All orders for Goods and/or Services are subject to credit approval and final acceptance by Bison in its sole discretion. Client shall have no right to cancel purchase orders for Goods once a purchase order is issued to Bison. Client acknowledges that estimated delivery dates for Goods are estimates only; actual delivery dates depend on a variety of factors, including, but not limited to, third party shipping and production schedules. Bison will use commercially reasonable efforts to meet estimated delivery dates and shall keep Client advised of the status of its delivery, but Bison shall have no liability for any loss associated with delay in the delivery of Goods. In addition, Bison shall have no liability for any delay in performance of Services or delivery of Goods caused by any circumstances beyond its reasonable control, including, but not limited to, delays caused by acts of God, acts of war or terrorism, fire or other casualty, storms or adverse weather, strikes, labor shortages or disturbances, shortages of materials, manufacturer delays, theft or vandalism, transport and handling accidents, or revisions to laws, regulations or governmental requirements.
3. Pricing. Unless otherwise set forth on a written quote issued by Bison ("Quote"), the price for Goods shall be Bison's list price for such Goods on the date such Goods are delivered to Client. Unless otherwise set forth on a Quote, the labor rates for Services shall be Bison's standard labor rates for the applicable type of Service in effect at the time the Services are performed. Pricing for future orders is subject to change without notice. Unless Bison agrees otherwise in writing, all additional costs, including, but not limited to, charges for freight, packing, carriage, and insurance will be borne by Client. Client will promptly pay to Bison any taxes that Bison is required to collect with respect to the purchase of Goods and/or Services, including, but not limited to, value added, personal property, sales, use and similar taxes ("Taxes"). For any Taxes from which Client claims exemption, Client shall provide Bison with properly completed exemption certificates and any documentation needed to validate the exemption prior to the purchase of the applicable Goods and/or Services. If Client fails to provide an appropriate exemption certificate and supporting documentation, as determined by Bison, Client will remain liable for all such Taxes and will indemnify Bison for any liability related to the same. Pricing and risk of loss for purchased Goods is EXW Bison's site, unless purchased Goods are shipped to Client directly from a third party, in which case pricing and risk of loss is EXW factory. Any claims for shortages, damages, or delays in shipping must be made by Client directly to the carrier.
4. Payment Terms. Unless otherwise agreed in a written document signed by a senior officer of Bison, Bison will require full payment in advance, or a deposit, as a condition of accepting Client’s order. Deposits are non-refundable. Bison may, in its sole discretion, at any time withhold Goods, completed Services or scheduled Services until receipt of payment. If Client fails to pay for Goods and/or Services as and when due, Client shall pay a late charge of 1.5% of the invoice balance each month until charges are paid in full, and Client shall pay Bison all reasonable attorneys' fees and collection costs incurred by Bison. In addition to any other right of set-off or recoupment Bison has under applicable law, Client agrees that, with respect to any amounts due from Client or Client's affiliates to Bison or Bison's affiliates, Bison and its affiliates may set-off such amounts against any amounts owing to Client or Client's affiliates. If Client requests customization of equipment, Client agrees to pay all parts and labor costs Bison incurs in customizing the equipment, regardless of whether or not Client completes the purchase of the customized equipment.
(a) New Goods. If Client is purchasing new Goods from Bison, Client acknowledges that: (i) Bison is not the manufacturer of the Goods; (ii) if the Goods carry the Bison brand, Bison will pass through to Client the Manufacturer's Limited Warranty (click here to view); (iii) otherwise, if the Goods include a manufacturer's warranty, Bison will pass through to Client the manufacturer's warranty to the extent permitted by the terms of such warranty; and (iv) any and all manufacturers' warranties will be subject to all conditions and exclusions set forth therein.
(b) Used Goods. If Client is purchasing used Goods from Bison, Client acknowledges that the only warranties with respect to such used Goods are those warranties, if any, expressly set forth in the bill of sale signed by Bison.
(c) Services. If Client is purchasing Services from Bison, Bison warrants that its Services will be completed in a good and workmanlike manner, with such service warranty extending for a period of twelve months from completion of the original Services. If Bison performs a repair pursuant to its service warranty, the warranty period remains twelve months from completion of the original Services; the twelve month service warranty period does not start over with the repair. If replacement parts used by Bison in connection with the provision of Services include a manufacturer's warranty, Bison will pass such warranty through to Client to the extent permitted by the terms of the manufacturer's warranty. Bison's service warranty will be voided in the event of any of the following: misuse or abuse of Goods by Client, subsequent repairs performed by Client or vendors other than Bison, use beyond ordinary wear and tear, failure to maintain and operate Goods in accordance with the maintenance and operations manual of the manufacturer, or damage due to theft, vandalism or casualty.
(d) Software. The Bison End User License Agreement applies to any software supplied under this Agreement and is incorporated by reference herein.
6. Warranty Disclaimer. BISON MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY GOODS OR SERVICES OTHER THAN THE FOREGOING WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES THAT MAY ARISE FROM THE COURSE OF DEALING BETWEEN THE PARTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED BY BISON AND WAIVED BY CLIENT.
7. Indemnification. Each party agrees to defend, indemnify and hold harmless the other party for, from and against any third party claims related to the Goods or Services to the extent such third party claims (including, but not limited to claims related to the death or injury of any person(s) or damage to or destruction of any real or personal property) are caused by the indemnifying party's negligent acts or omissions, subject to the limitations set forth in Section 8 below.
8. Liability Limitation. In no event shall either party (including its affiliated companies, officers and employees) be liable, whether based in contract, warranty, indemnity, tort, strict liability or any other theory of law or equity, for any special, incidental, indirect, punitive, exemplary or consequential damages, including, but not limited to, lost profits, loss of use of property or equipment, downtime, loss of third party contracts or lost production, regardless of whether or not such party was advised of the possibility of such damages. In addition, Bison's maximum aggregate liability (whether in contract, warranty, indemnity, tort, strict liability or any other theory of law or equity) for damages or loss, howsoever arising or caused, shall in no event exceed the amount Client paid to Bison for the Goods or Services to which the liability relates. The parties recognize that the pricing associated with Goods and Services reflects this allocation of risk and is the basis of the bargain between the parties. The foregoing limitations shall be valid and enforceable, notwithstanding any alleged failure of essential purpose of the limited remedies set forth herein. Any and all claims arising out of or relating to the Goods and/or Services will be barred unless a legal proceeding is commenced within one (1) year from completion of the Services or delivery of the Goods to Client.
9. Privacy Statement. Client consents to the collection, use, retention and disclosure of information by Bison and its parent, subsidiary and affiliated entities (collectively, "Bison Entities") in accordance with Bison's Privacy Statement, which is posted at bison-jacks.com/legal-information/ (as such statement may be revised from time to time), and agrees that such information may be accessed by the Bison Entities and their partners and manufacturers with a legitimate business reason to access it, as well as third parties who may process such information on their behalf.
10. Choice of Law. These Terms shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to conflict of law provisions. The parties agree that exclusive jurisdiction and venue for any proceeding at law or in equity will be in the state or federal courts located in Harris County, Texas.
11. General Provisions. Client may not assign Client's rights or obligations hereunder without Bison's prior written consent, and any such attempted assignment will be void. If any provision in these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions in these Terms shall remain in full force and effect. A party's waiver of any breach will not constitute a waiver of any different or subsequent breach. No employment, agency, joint venture, or similar arrangement is created or intended between Client and Bison. Bison retains ownership of all records relating to Goods and Services provided to Client ("Records") and may disclose the Records pursuant to a court order or in the event disclosure of the Records becomes part of Bison's defense in a legal matter. Client warrants that the invoiced Goods or Services will be used for business or industrial purposes and not for personal, family or household purposes. Client shall be solely responsible for ensuring that the use and any other dealing with any Goods or Services complies with the laws and regulations of the territories in which Client operates. Bison assumes no such responsibility and gives no warranties or representations in connection with such compliance.