Terms & Conditions
All sales to purchasers other than Authorized White Drive Products, Inc. Distributors are subject to the following terms and conditions and to the terms and conditions contained in any White Drive Products, Inc. written quotation and in any White Drive Products, Inc. order confirmation:
Quotations and Prices
Prices are subject to change without notice and orders calling for future delivery will be billed according to the prices in effect at the time of delivery.
Terms of Payment
Net amount of invoice shall be paid in full within 30 days of the date of invoice. If in our opinion the financial condition of the purchaser at any time does not justify continuance of production or shipment on the terms of payment specified, we may require full or partial payment in advance. Purchaser shall pay for products without offset, deduction, or counterclaim of any kind.
Prices are exclusive of all local, state, and federal taxes (such as present or future sales, revenue, excise, or other taxes applicable to the products). When applicable, all such taxes shall be added to the purchase price as a separate charge and shall be paid by the purchaser, unless the purchaser provides us with a tax exemption certificate acceptable to the taxing authorities.
All prices are F.O.B. our factory in Hopkinsville, Kentucky, unless otherwise specified in the written quotation. Method and route of shipment are at our discretion, unless the purchaser supplies explicit instructions. All shipments are insured at the purchaser’s expense and made at the purchaser’s risk. Identification of the goods to the contract shall occur as each shipment is placed in the hands of the carrier. We will notify the purchaser promptly of any variances in shipment times and will reschedule delivery accordingly.
Deliveries shall be subject to and contingent upon strikes, labor difficulties, riot, civil unrest, war, fire, delay or defaults of common carriers, failure or curtailment in our usual sources of supply, governmental decrees or orders, or any other circumstances beyond our reasonable control, and White Drive Products, Inc. shall not be liable for any loss or damage arising therefrom. We shall have the additional right, in the event of the occurrence of any of the above contingencies, at our option, to cancel the sale in whole or in part without any resulting liability.
All orders are accepted with the understanding that they are subject to our ability to obtain the necessary materials, and all orders and shipments are subject to our current manufacturing schedules and to applicable government regulations, orders, directives, and restrictions.
An order that has been accepted by us can be cancelled only with our written consent and upon terms that will indemnify us against loss.
Warranties, Disclaimers, and Limitations of Liability
(a) White Drive Products, Inc. (“WDP”) warrants to all Authorized WDP Buyers that the products(s) manufactured by WDP after January 1, 2001 and sold by WDP to and through its Authorized Buyers shall be free from defects in material and workmanship for two (2) years from the date of manufacture. This warranty applies only to WDP products sold to and through Authorized Buyers. (WDP products that are not sold to and through Authorized Buyers are subject to a separate limited warranty for the earlier of two (2) years from the date of manufacture or the expiration of the Manufacturer's warranty with respect to any goods in which WDP products is installed. OEM's and others should refer to White Drive Product products Warranty Policy for the terms of the Limited Warranty/Limitation of Liability Policy applicable to White Drive that are not sold to and through Authorized White Drive Buyers.) The foregoing warranty is exclusive; WDP makes no implied warranty of merchantability or implied warranty of fitness for any particular purpose, and no other warranties, expressed or implied, concerning its products. WDP limited warranty hereunder cannot be modified by any person or entity, including, without limitation, any Buyer or retailer of WDP products. The obligation of WDP under this Warranty is limited to the repair or replacement of defective product(s) for which WDP issued a RMA number, at WDP’s option, upon Customer’s return of such product(s) to WDP. WDP’s obligation to repair or replace defective product(s) hereunder shall arise only if (a) WDP technician determines by inspection that such product(s) are defective in material or workmanship, (b) Customer has notified WDP in writing of the defect immediately upon discovery thereof. This Warranty further shall not apply to any product which has been repaired or altered in any way by any person or entity other than WDP, nor shall it apply to any product which has been subject to misuse, improper operating conditions, faulty installations, negligence or accidents, and shall not apply to ordinary wear and tear on the product(s). All products serviced for fee or goodwill, but not warranted, will have a 90-day warranty that covers assembly only. The 90 days will begin on the date serviced at WDP.
(b) The advice of our technical staff is available to the trade, but since we do not control or supervise the subsequent use of the products after sale, we do not warrant or guarantee any advice.
Claims for defective products, shortages, or for any other cause, shall be deemed waived and released by the purchaser, unless made in writing within 10 days after receipt of the product(s).
Even if a purchaser’s order form is used to accept a quotation from us, it is expressly understood and agreed that the terms and conditions herein shall prevail insofar as they may in any way conflict with the terms and conditions in the purchaser’s order form, and the issuing of an order by the purchaser shall be deemed to constitute purchaser’s assent to these terms and conditions of sale.
Any controversy or claim arising out of or relating to any order for products shall be settled by binding arbitration in Hopkinsville, Kentucky, in accordance with the rules and procedures then in effect of the American Arbitration Association.
Purchaser shall hold White Drive Products, Inc. harmless from, and release and not make any claim or bring any suit against White Drive Products because of any suits, claims, losses, or other liability claimed against or suffered by purchaser arising from any claim of, or infringement of any patent, copyright, trademark, or other proprietary right or claim of unfair trade or competition arising out of purchaser’s use, possession, sale, or delivery of the products.
Returns of products may only be made with our advance, written approval. Any approved return shall be made in compliance with and subject to the terms and conditions of our then current stock return policy as set forth in our Master Catalog.
The interpretation and enforcement of these terms and conditions shall be governed by the laws of the Commonwealth of Kentucky.