Standard Order Terms and Conditions

1. Binding Agreement.  Please read these provisions carefully, as these Standard Order Terms and Conditions constitute a legally binding agreement (“Agreement”) between Southworth-Milton, Inc Company (“Company”) and you upon your purchase of goods (the “Products”) from Company.
2. Purchase of Product. Company will have no obligation to fulfill timely orders for Products which are out-of-stock or otherwise unavailable, but Company will promptly notify you of such unavailability or delay as soon as it becomes aware of it.  In certain circumstances orders may, solely at Company's option, be accepted, or supplements to orders may be made, by telephone, e-mail, electronic data input or otherwise, any of which methods, but only if accepted in writing by an authorized representative of Company, shall constitute an order or amendment to an order binding upon you hereunder.  When sales order is received into the dealers ERP, this constitutes the order acceptance. The order may be cancelled by contacting a lo cal Milton CAT facility by phone, if the dealer has not previously picked and packed the parts for customer delivery or pickup. Any terms and conditions contained in your documents that are different or in addition to the Standard Order Terms and Conditions, including but not limited to letters, purchase orders or sales acknowledgements, are hereby rejected by Company, are not a part of this Agreement or the business relationship of the parties, and shall be of no effect or binding upon Company unless specifically agreed to in writing by an authorized officer of Company. Failure by Company specifically to object to provisions contained in such documents shall not in any way be deemed an alteration to or waiver of these terms and conditions.
3. Price and Other Expenses. All prices quoted by Company through its web site (the “Web Site”), or any third-party web site to which you have linked from the Web Site, are the purchase prices of the Products. You shall be responsible for all expenses relating to the Product(s) purchased including but not limited to (a) any federal, state, local, foreign or provincial taxes or tariffs, now or hereafter enacted, applicable to the Products, as further set forth in Section 7, below; (b) standard shipping or other special transportation costs to the point of delivery specified by you; (c) all charges in the event payment from you is delinquent, including, without limitation, all costs and expenses, including attorneys fees, of collecting any amount not paid when due hereunder; and (d) all other expenses, not included in the sale and delivery contemplated above, of whatever kind or nature, relating to special insurance requirements, the purchase, shipment , transportation or delivery of Product.  Prices are subject to change at any time in the sole discretion of Company effective for all orders made after Company posts a p rice change on the Web Site or a change is posted on the third-party web site to which you have linked from the Web Site.  Prices of Company Products may be found on the Web Site or third-party web sites to which you have linked from the Web Site.
4. Product Delivery. Unless otherwise agreed, all shipments will be made by third-party carriers chosen by Company or its designees, at costs, tariffs and other charges, and in accordance with terms and conditions established by Company and its designees from time to time. In the event that you elect to arrange transportation other than the arrangement contemplated hereby, then you shall be responsible for all costs, tariffs and charges of any nature associated with the shipment of any Product to you.  Company may invoice you, for all such costs, tariffs and charges.
5. Risk of Loss. The risk of loss associated with any Product and title passes to you upon delivery of the goods to the shipping point, FOB, subject to the reservation of a security interest to Company in Section 6 of this Agreement. Company shall have no liability of any kind or nature, whether for consequential or other damages for any reason whatsoever, relating to shipment of Product purchased by you, including but not limited to damage to the Product, taxes, duties, lo ss, theft or any illness of or personal injury to any person or property under any environmental, health or safety law.
6. Payment and Credit. You shall pay for all Product either by (a) credit card, or (b) by full payment of the applicable purchase price within thirty (30) days of the invoice date of each Product shipment.  Unless payment is made by credit card at the time of placement of an order or otherwise indicated by Company in writing, you agree to remit payment in full to the address and account indicated on Company's invoices issued from time to time for all shipments, including shipments of any portion of the Product.  When payment in full is not remitted according to the applicable terms, you shall be delinquen t without further notice from Company. Your right to purchase any Product is conditioned upon approval of your credit and may be withdrawn or amended at any time by Company in its sole discretion. Company reserves the right, in its sole discretion, to change the credit terms, refuse shipment, or cancel unfilled orders at any time when, in its sole opinion, your financial condition or previous payment record so warrants. A late payment charge of one and one-half (1.5%) percent per month shall be added to all invoices which are delinquent, subject to federal, state and local laws, calculated from the original due date of the invoice until payment in full. In the event you are delinquent, you shall pay all costs of collection, including but not limited to reasonable attorneys' fees. Should you become delinquent in the payment of any sum due under this Agreement, all contractual or other obligations of Company to you shall terminate without further notice to you. Company retains, and you hereby grant Company, a purchase money security interest in the Products, including all accessions to and replacements of them, to secure the payment of the purchase price of the Product, until you have made payment in full in accordance with the terms hereof, and you shall cooperate fully with Company in executing such documents, including a Uniform Commercial Code financing statement, and accomplishing such filings and/or recordings thereof as Company deems necessary for the perfection, protection and enforcement of such security interest.
7. Taxes and Other Charges. You are responsible for the payment of all federal, state, local, foreign, or provincial taxes (now or hereafter enacted), fees, or charges whi ch may be assessed or levied now or hereafter on or on account of materials sold hereunder to you, whether termed a gross receipts tax, use tax, property tax, sales tax, manufacturers tax, excise tax, custom duties or taxes, inspection or testing fee, or any other tax, fee, or charge of any nature whatsoever imposed by any governmental authority on or measured by any transaction between Company and you. Published prices do not include such taxes, which may be added by Company to the invoice where Company has a legal obligation to collect them. When you claim that this transaction is not subject to any such tax, or that you are exempt, or that Company is not required to collect such tax, you agree to provide Company with any documentation necessary to support such a claim and to allow Company to document its decision not to collect tax(es).
8. Order Acceptance and Cancellation.  You agree that your order is an offer to buy, under and in accordance with these Terms of Sale, all Products listed in your order. All orders must be accepted by Company or Company shall not be obligated to sell the Products to you. Company may choose not to accept any orders in its sole discretion. After Company receives your order, you will receive an email that confirms receipt of your order and includes details relating to your order (the “Order Confirmation”). Acceptance of your order will not take place unless and until you have received the Order Confirmation; provided, that your Order is still subject to cancellation as provided in this Agreement. Upon issuance of the Order Confirmation, these terms and conditions will be the contract of sale for your order.

You have the option to cancel or modify your order at any time before the applicable Order Confirmation is sent by calling Company at 508-482-5700. Notwithstanding anything else to the contrary, Caterpillar and Company reserve the right, at their respective sole discretion, to cancel or refuse any order at any stage of the ordering process, including at any time up until the Shipping Confirmation has been sent. Caterpillar reserves the right to screen you and your order for, among other things, compliance with applicable law and Caterpillar policies

You agree to accept all Product upon delivery to you where the Product is in material conformity with Company's or t he applicable manufacturer's published description or specifications of such Product. In any event, each Product shall be deemed automatically, irrevocably, and conclusively accepted without defects when you have had possession of the Product for five (5) days and have failed to notify Company that the Product has been rejected and the reasons for such rejection. Non-conforming Products properly rejected by you hereunder shall be returned to Company or its designee, at Company's expense, but only in accordance with return materials authorization issued by Company for such non-conforming Product. Your sole remedy hereunder for Company's failure to deliver Products in material conformity with applicable published description or specifications of such Product shall be, at Company's option, the replacement of such non-conforming Product with conforming Product, or refund of the applicable purchase price paid therefor.

9. Buyer Representations and Certain Covenants. You represent that you are the person or business entity stated in the Web Site or third-party web site registration form (as applicable), and that if you are a corporation, partnership, limited liability company, or the like, that you are validly existing and in good standing under the laws of the state of your incorporation. You represent that you have all requisite power to enter into this Agreement. Each person(s) executing this Agreement on behalf of any corporation, partnership, limited liability company, or the like, represents that he or she is duly authorized to execute and deliver this Agreement to Company and to perform the obligations under this Agreement. You shall be solely responsible for the u se and disposition of the Products, including, without limitation, the obtaining of all permits, licenses or certificates required for the use thereof.  You agree to use the Products only in accordance with all laws, rules and regulations applicable thereto.
10. Buyer Indemnification. You shall indemnify, defend and hold Company harmless from any and all liabilities, claims, demands, causes of action, or suits of whatever nature including, but not limited to, attorneys' fees and litigation expenses, arising from any: (a) breach by you of any representation or covenant made by you under this Agreement or under the applicable registration form; (b) breach by you of any provision of the Terms and Conditions of this Agreement; (c) f ailure of you to comply with applicable environmental, health and safety laws and (d) any use by you or third parties of the Product(s) sold to you.  Notwithstanding the foregoing, you shall not be liable to Company for any portion of such liabilities that result from Company’s fraud, bad faith, or willful misconduct.
11. Dispute Resolution. All disputes, claims and controversies relating in any way to your use of this Site, or to any Products sold by or distributed through this Site, or otherwise arising out of or relating to these Terms of Sale will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
12. Product Warranties.  Many of Company products come with limited warranties.  You may obtain a copy of the applicable product warranty by contacting Company.   Except for the aforementioned limited warranties of various products, company makes no warranty whatsoever about any product and, to the maximum extent allowed by law, company expressly disclaims all other warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. this warranty gives you specific legal rights, and you may also have other rights which vary from state to state.  some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not ap ply to you.
13. Exclusive Warranties. The remedies provided herein are your sole and exclusive remedies. company shall not be liable for any direct, indirect, special, incidental, or consequential damages, whether based on contract, tort, or other legal theory arising out of the sale, installation, service or use of the products by you or any third party, even if company has been advised of the likelihood of such losses, and in no event shall the liability of company exceed the unit price of the defective product. Company neither assumes nor authorizes any agent, employee, representative, or any other person to assume for it any other liability in connection with the sale, delivery, service, or use of its product; and unless an affirm ation, representation, or warranty made by an agent, representative, or employee is specifically consented to in writing by an authorized officer of company, it shall not be enforceable by you. some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
14. Complete Agreement; Severability; No Third-Party Beneficiaries.  This Agreement and the Terms of Use for the Web Site constitutes the entire understanding between you and Company with respect to the purchase of Products, superseding all prior written and oral communications and understandings.  If any provisions or portion of this Agreement is not given legal effect by a court of compe tent jurisdiction, such provisions or portions shall drop out of this Agreement and the remaining provisions and portions of this Agreement shall be construed and enforced.  This Agreement shall not be interpreted or construed to confer any rights or remedies upon any third parties.
15. Non-Waiver.  Company’s failure to exercise any of its rights for any period shall not constitute or be deemed a waiver or forfeiture of such rights.
16. Limitation on Claims.  Any action by you under or relating to this Agr eement shall commence within twelve (12) months after such cause of action accrued.  Company’s liability shall be limited as set forth in Section 13 and other provisions of this Agreement.
17. Choice of Law. These Terms of Sale shall be governed by the laws of the State of New Hampshire, USA (regardless of the laws that might be applicable under its principles of conflict of laws). Each party submits to the exclusive jurisdiction of the courts of that place.