Terms of Sale

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TERMS AND CONDITIONS OF SALE

“Seller” or “MCWW” means Motor City Wash Works, Inc., a Michigan corporation, and any and all subsidiaries of MCWW (including, but not limited to Washlink LLC, a Michigan limited liability company; NXT Wash, LLC, a Michigan limited liability company; and Texas Wash Works LLC, a Texas limited liability company), and each and all of its and their affiliates. “Purchaser” means the entity or person submitting the purchase order to MCWW, also known as, “Bill To”.
ACCEPTANCE: MCWW’s Acceptance is expressly made conditional on Purchaser’s assent to the following terms and conditions (“Terms”) which may be additional to or different from the terms stated in Purchaser’s purchase order, specifications, or other documents issued by Purchaser. The terms and conditions below supersede all proposals and prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this sale. No waiver or amendment of any of the provisions of this document shall be binding on MCWW unless made in writing expressly stating that it is such a waiver or amendment and signed by an authorized representative of MCWW.
THE SALE: Purchaser agrees to purchase, and MCWW agrees to sell, on the following terms and conditions, and the items shown on the foregoing page or pages of this document (the “Purchased Goods”). The Purchaser agrees to accept the Purchased Goods under the terms and conditions of this document. The Purchaser further agrees, with respect to the Purchased Goods, to accept the responsibility for (1) Purchaser’s selection to achieve the Purchaser’s intended results: (2) Purchaser’s use; and (3) the results obtained therefrom. Purchaser also accepts responsibility for the selection and use of, and results obtained from any other equipment, products, or chemicals not manufactured exclusively by MCWW but used with the Purchased Goods.
QUOTES: MCWW agrees that quotes are valid for sixty (60) days from the date of quote.
PRICES: Prices are those in effect at the time of First Payment (defined below), unless otherwise previously agreed upon in writing, and are subject to change without notice, except as otherwise provided herein. Orders are placed in accordance with Section 6 below. Placement of a First Payment guarantees prices for ninety (90) calendar days.
TERMS AND METHOD OF PAYMENT: A non-refundable first payment of 40% of the total purchase price is required to place the order (“First Payment”). Purchaser agrees to pay a non-refundable payment equal to the remaining 60% of the total purchase price (“Final Payment Balance”) not less than twenty-one (21) days prior to the Ship Date. For purposes of these Terms and Conditions of Sale, the term “Ship Date” shall mean the date upon which MCWW schedules the order to leave MCWW’s facility to be shipped to Purchaser as identified in the “Order Confirmation” form.
Freight charges are prepaid and add. MCWW will prepay all freight, shipping, and handling charges for the delivery of goods to the destination specified by Purchaser. MCWW has the right to add additional fees for freight that are subject to change based on current rates and shipping methods at the time of shipment.
Purchaser acknowledges and agrees that MCWW is investing time, monies, and resources into any orders placed by purchaser. Accordingly, all amounts due under the Agreement are non-refundable. Payment will be accepted via wire transfer, ACH transfer, corporate check, cash, or credit card. All credit card payments greater than $10,000 USD will be subject to a processing fee. All prices will be stated in U.S. Dollars and all payments must be made in U.S. Dollars.
PURCHASER’S DELAYS: Requests to modify or delay a Ship Date are subject to the approval of MCWW in its sole discretion. If shipment or delivery of Equipment is delayed by or at the request of Purchaser, the Final Payment Balance will remain due twenty-one (21) days prior to the originally scheduled Ship Date. In the event of a delay, MCWW may impose, and Purchaser shall pay, storage charges and all other incidental expenses incurred by MCWW as a result of the delay in addition to any interest on late payments as described below.
PARTS ORDERS: Parts orders, as defined by MCWW, must be confirmed in writing. All customer account payment terms are prepaid. MCWW’s preferred and most expeditious method of payment for parts orders is credit card. Other acceptable methods of payment are wire transfer, ACH transfer, corporate check, and cash, however, these other additional methods of payment may increase processing time for part shipments. If Purchaser directs MCWW to ship an item prior to receipt of Purchaser’s confirmation of the order, Purchaser assumes all risk involved in possible errors with the accuracy of the order. All prices will be stated in U.S. Dollars. All payments must be made in U.S. Dollars.
PAST DUE ACCOUNTS: All accounts left unpaid after the balance is due from the date of invoice may be subject to a 1 and ½ percent (1.5%) per month account service charge (compounded) and may be suspended until paid in full, and the account payment terms may be changed to prepaid. Non-payment of invoices and failure of effort to restore an account to good standing may result in the use of a collection agency.
CHANGE ORDERS: After Purchaser’s order is accepted by MCWW, it shall not be subject to cancellation, change, refund or reduction in amount, nor to any suspension of deliveries by Purchaser without MCWW’s prior written consent. If MCWW consents, any such changes or modifications shall be incorporated, together with a full description of the changes and/or modifications covered thereby, on a written Change Order Form to be executed by both MCWW and Purchaser (“Change Order”). Changes or modifications to the order or to the ship date following receipt of order confirmation from Purchaser to MCWW may be subject to an administrative fee in accordance with MCWW Policies and Procedures as may exist from time to time. If such changes affect the cost of the order, such cost adjustments shall be reflected in the Change Order. Purchaser agrees to pay any additional costs related to the Change Order within 5 days of the date of the Change Order.
TITLE: MCWW reserves the right to ship under reservation for payment against documents of title. Title and a first and prior security interest to the property herein shall remain with the MCWW until all payments are made and all conditions herein contained are and have been fully completed. Said property shall at all times be deemed personal property, even after attachment or connection to realty. The Purchaser shall keep said property in good working condition and physical appearance, free of liens, until the purchase price is fully paid. Purchaser shall maintain insurance on said property as shall be requested by the MCWW, shall name MCWW as co-insured on such insurance policy, and shall provide MCWW with a copy of such insurance policy.
SECURITY INTEREST: MCWW reserves, and Purchaser hereby grants to MCWW, a purchase money security interest in each of the Purchased Goods in the amount of its purchase price less any deposit received. This interest will be satisfied and released upon payment in full. A copy of this document, a security agreement, or a financing statement may be filed on MCWW’s behalf with appropriate state and local authorities at any time after execution by Purchaser to perfect MCWW’s security interest. Purchaser irrevocably appoints MCWW as its attorney in fact to execute all documents to secure the purchase money security interest granted in this paragraph. MCWW shall have such rights and remedies with respect to the security interest granted hereunder as are available to a secured party under the Uniform Commercial Code in effect as of the date of this document. In the event MCWW, or its assignees, shall take possession of said property because of the failure of the Purchaser to comply with these Terms and Conditions of Sale, MCWW shall then have the authority to sell said property at a public or private sale, to apply the amounts received thereunder to the balance owed, and to hold the Purchaser responsible for any and all costs of the recovery, repossession, renovation, sale, and/or relocation of said property and any deficiency remaining after the sale. Purchaser and MCWW agree that in the event of any litigation to recover the property or purchase price hereunder, the prevailing party shall be entitled to recover, in addition to any damages, interest, reasonable attorney’s fees, and court costs.
RISK OF LOSS OR DAMAGE: The Purchased Goods shall be delivered when ordered by Purchaser on reasonable notice to MCWW, F.O.B. MCWW’s plant, and liability for loss and damage in transit or thereafter shall pass to Purchaser upon MCWW delivering goods to a common carrier or contract carrier for shipment to Purchaser. Any loss, injury, or destruction shall not relieve Purchaser from its obligations under this document. For safety to the Purchaser and users of the Purchased Goods, the Purchased Goods must be operated and maintained properly. Purchaser acknowledges its responsibility to operate and maintain the Purchased Goods for the safety of users of the Purchased Goods. Purchaser assumes responsibility and liability for any damages sustained by any person by reason of Purchaser’s failure to operate and maintain the Purchased Goods properly, for lack of training or knowledge to operate the Purchased Goods, and for any operation of the Purchased Goods beyond its safe operating life.
CONFIDENTIALITY & IP: All non-public, confidential, or proprietary information of the MCWW or Purchaser, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), whether disclosed orally or disclosed or accessed in written, electronic, or other form or medium, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with the order is confidential, may only be used for the purpose of performing the order and may not be disclosed unless authorized by the Disclosing Party in writing. Upon the Disclosing Party’s request, the Receiving Party shall promptly return all documents and other materials received from the Disclosing Party. The Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party.
LIMITED WARRANTY: MCWW warrants its equipment to be free from defect in material and workmanship under normal and proper use for a period of one (1) year from the Ship Date.
The warranty is neither assignable nor transferable. The MCWW’s liability shall be limited to repair or replacement of materials found to be defective within the warranty period. MCWW will supply Purchaser replacement merchandise for parts found to be defective upon MCWW’s inspection. In the event of repair or replacement this limited warranty is non-cumulative. Purchaser must supply the MCWW with immediate written notice when any defects are found. MCWW shall have the option of requiring the return of defective material to verify Purchaser’s claim. Neither labor nor transportation charges are included in this warranty. Transportation damage claims are to be submitted to the carrier of the damaged material.
This warranty is based upon the proper care and maintenance of the warranted equipment. This warranty does not apply if the merchandise is altered or modified in any way after delivery by MCWW and does not apply to any equipment which has been subject to misuse, including exposure to harsh chemicals, neglect, or accident, third party damage, acts of God, or acts of war. Nor does this warranty apply to any equipment which has been repaired or altered by anyone not so authorized by MCWW. Further, the Purchased Goods must be properly installed in accordance with specified plumbing, electrical, and mechanical requirements. In the event the Purchased Goods are not properly installed, this warranty is VOID. This warranty does not apply to normal wear and tear or routine maintenance components.
Except as expressly stated herein, MCWW shall not be liable for damages of any kind in connection with the purchase, maintenance, or use of this equipment including loss of profit and all claims for consequential damages. THE LIMITED WARRANTY EXPRESSED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, AND MCWW HEREBY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MCWW neither assumes or authorizes any person to assume for it any other obligation or liability in connection herewith.
Purchaser acknowledges that some parts purchased from MCWW may not be manufactured by MCWW. In the event MCWW sells products to Purchaser that are not manufactured by MCWW, such products will be subject to the products original manufacturer’s warranty (if any). But, in all cases, this warranty will not exceed MCWW’s warranty period, as described above in this section.
INSTALLATION, START UP SERVICES AND TRAINING SERVICES PURCHASED FROM MCWW: All services performed by MCWW will be described in a Scope of Work document (“SOW”). MCWW will only be responsible for services purchased directly from MCWW and defined in an applicable SOW. Any additional work requests will require a Change Order, mutually agreed between MCWW and Purchaser, issued in accordance with Section 10 above.
TECHNICAL SUPPORT: MCWW provides commercially reasonable web-based and telephone Software support during MCWW’s normal business hours. The MCWW Technical Support Terms and Conditions found at [TECH SUPPORT POLICY] are hereby incorporated by reference.
LIMITATION OF LIABILITY. In no event shall MCWW be liable for any incidental, special, consequential, or exemplary damages resulting from the furnishing, performance, or use of any goods or services sold pursuant hereto, whether due to a breach of contract, breach of warranty, the negligence of MCWW, or to otherwise; not for loss of business; inconvenience; or for any service not expressly provided herein related to or arising from the equipment or goods sold. THIS LIMITATION OF LIABILITY EXTENDS TO ANY DAMAGES OF WHATEVER NATURE RESULTING IN ANY WAY FROM PURCHASER’S USE OF ANY ENGINEERING RECOMMENDATIONS, SALES REPRESENTATIONS, TECHNICAL ASSISTANCE, ADVICE, OR DATA SUPPLIED BY MCWW TO PURCHASER IN CONNECTION WITH THE GOODS OR SERVICES SUPPLIED PURSUANT TO THIS ACKNOWLEDGMENT.
INSPECTION AND ACCEPTANCE; CLAIMS FOR SHORTAGES OR DAMAGES:
(a) Inspection Period – Purchaser shall inspect the Purchased Goods upon receipt. Purchaser shall have thirty (30) days from the date of delivery (the “Inspection Period”) to examine the Purchased Goods and notify MCWW in writing of any shortages, damages, defects, or non-conformities. If Purchaser fails to notify MCWW within the Inspection Period, the Purchased Goods shall be deemed accepted.
(b) Claims Process – If Purchaser identifies any shortages or damages within the Inspection Period, Purchaser shall provide MCWW with a written notice detailing the specific issues, along with any supporting documentation (e.g., photographs, shipping records). If Buyer believes that the goods are damaged, Buyer agrees to preserve said goods until MCWW inspects the goods. MCWW shall have a reasonable period to investigate the claim and, at its discretion, replace, repair, or credit the affected goods.
(c) Exclusions – Claims for damages or shortages occurring after delivery or resulting from improper handling, storage, or use by Purchaser shall not be the responsibility of MCWW.
(d) Non-Conforming Goods – If Purchaser properly notifies MCWW of non-conforming goods within the Inspection Period, Purchaser shall hold such non-conforming goods for MCWW’s instructions regarding return or disposition. MCWW shall bear the cost of return shipping for any goods determined to be non-conforming. Purchaser must follow the return process described in Section 19 below for all returns of non-conforming goods.
RETURN OR REPAIR OF GOODS: All MCWW equipment sales are final. However, in the event that purchaser claims goods are non-conforming, Purchaser must notify MCWW to request a Return Material Authorization (“RMA”) within the Inspection Period. MCWW shall not accept return of non-conforming goods without a prior RMA. MCWW reserves the right to refuse to accept returned goods even if previously authorized if, in MCWW’s opinion, (i) Purchaser did not comply with standard MCWW return procedures, (ii) the goods are not received in the same condition as shipped to Purchaser, or (iii) if the cost of shipment is not prepaid by Purchaser. MCWW may elect to replace or repair any non-conforming goods at its sole discretion. Acceptance of returned goods, and repair or replacement thereof, or credit for the cost thereof, shall constitute full settlement of any claim by Purchaser for damages and shall constitute a full release of MCWW with regard to the sale, and MCWW shall not be responsible for any incidental or consequential damages. If MCWW is replacing Purchased Goods, Purchaser shall place an order and pay for replacement goods prior to MCWW shipping the replacement. After the replacement is purchased, MCWW will credit Purchaser for the value of the goods being replaced. If MCWW issues a credit for non-conforming goods, the goods must be received by MCWW before the credit is applied.
For all other returns, returns are allowed only once an RMA has been issued by MCWW. Freight must be prepaid back to MCWW. A 25% restocking charge may be applied. MCWW retains the right to deny any portion of the value of the return material depending on the condition of the product as it is received. A prior decision by MCWW to accept returned goods does not constitute a binding obligation to accept return of future goods.
FORCE MAJEURE: MCWW shall not be responsible for any failure to perform due to causes beyond its control. These causes shall include, but shall not be restricted to, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy, war, or rebellion, insurrection, sabotage, epidemic, pandemic, quarantine restrictions, labor disputes, labor shortages, transportation embargoes or failure or delays in transportation and inability to secure raw materials or failure of machinery for the manufacturing of its devices, acts of God, acts of Federal government or any agency thereof, acts of any state or local government or agency thereof, and judicial action, all whether foreseen or unforeseen. Similar causes shall excuse MCWW for failure to take goods ordered by Purchaser, other than those already in transit or specially fabricated and not readily salable to other purchasers.
TAXES: Purchaser shall be responsible for all federal, state, or municipal taxes now or hereafter imposed with respect to Purchaser’s ownership or use of the property, or the production, treatment, manufacture, delivery, transportation, or proceeds of the products specified against such sales. Purchaser acknowledges and accepts its responsibility to remit all applicable taxes incumbent upon Purchaser due this transaction.
TRADEMARKS AND DATA: Many of the products sold by MCWW and our authorized distributors have Trademarks in common law or Trademarks registered with the US Patent and Trademark Office by MCWW or by the manufacture of purchased parts and components. Such Trademarks are usually, but not always, identified with either ™ or â. Unauthorized use of these Trademarks is prohibited. Any unauthorized use of copyrighted © materials is prohibited.
LAW: The validity, performance, and constructions of these terms and conditions on any sale made hereunder shall be governed by the law of the State of Michigan, and the parties shall submit to the jurisdiction of the courts located in the State of Michigan.
ARBITRATION: Purchaser agrees that all claims, demands, disputes, controversies, and differences arising under any contract made hereunder shall be settled exclusively by arbitration in accordance with the rules prevailing of the American Arbitration Association. The determination of the arbitrator will be binding on the parties and will not be appealable and judgment on the award thus rendered shall be binding on the Purchaser and may be entered in any court having jurisdiction thereof. The prevailing party (as determined by the arbitrator) will be entitled to recover from the other party all costs and expenses (including but not limited to attorney fees) incurred in enforcing its rights under the arbitration process. Unless the parties agree otherwise in writing, such arbitration will be conducted in English in Oakland County, Michigan, USA.
ASSIGNS: Neither this order nor any rights or obligations created herein may be assigned by Purchaser without MCWW’s prior written consent. These Terms and Conditions will bind any permitted successors and assigns of MCWW. Any consent by MCWW to assignment shall not release Purchaser from its liability or be deemed to waive MCWW’s right to recoupment and/or set off of claims arising out of this or any other transactions with Purchaser.
ENTIRE AGREEMENT: These terms and conditions, along with any exhibits and attachments hereto, shall constitute the complete and final agreement between the parties. No promises, terms, conditions, or obligations, other than those contained in any contract formed hereunder, shall be binding upon MCWW, and such contract shall supersede all previous communications, purchase orders, representations, or agreements, either verbal or written, between the parties hereto or their respective agents.
TIME FOR BRINGING ACTION: Any actions for breach of this contract must be commenced within two (2) years after the cause of action has accrued.

Terms of Sale

Find the Terms and Conditions of Sale in a downloadable PDF below.

TERMS AND CONDITIONS OF SALE

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