Invoice Terms and Conditions:
Customer agrees to purchase and accept People Helping Equipment products in accordance with these terms and conditions. People Helping Equipment objects to and rejects any and all terms proposed by Customer, whether contained in Customer’s purchase order or elsewhere. If People Helping Equipment and Customer have signed a separate, written agreement governing Customer’s purchase of People Helping Equipment products (“Contract”), then the terms of that Contract shall govern.
Prices and Taxes
Prices are in U.S. Dollars and exclude all taxes, duties or assessments (“Taxes”). Any Taxes which People Helping Equipment may be required to pay or collect may be added to each invoice or separately invoiced by People Helping Equipment and promptly paid by Customer.
Customer shall make full payment for all products within thirty (30) days of the invoice date without any offsets or credits, and People Helping Equipment may suspend production, shipment or delivery of any additional products until such payments are made. Past due invoices shall bear interest at the rate of one and one-half percent per month, but not in excess of the maximum lawful rate, until paid in full.
Title; Shipping and Storage Charges
Title to the products and risk of loss shall pass to Customer at People Helping Equipment’s shipping point. Customer shall be responsible for shipping charges and People Helping Equipment assumes no liability in connection with shipment, nor shall any carrier be construed to be an agent of People Helping Equipment. Freight charges are based on standard rates before volume or other discounts. Freight charges may also include a uniform handling charge of $50.00 per pallet if received by People Helping Equipment and assembled then delivered to Customer. People Helping Equipment shall have the right to assess a storage and handling charge for product left in People Helping Equipment’s possession after notification to Customer that the products are available to ship. Products held for Customer due to such delay shall be held at Customer’s risk.
Time of Shipment and Shipping
Lead time requirements and delivery dates will vary according to manufacturing and other conditions. Each shipment is to be considered a separate sale.
Until the purchase price for the product has been paid in full, Customer grants People Helping Equipment a security interest in the products, together with any proceeds, including accounts receivables. Customer authorizes People Helping Equipment to file any necessary financing statements or other documents to evidence and perfect such security interest.
Cancellation of Purchase Orders
Purchase orders may be cancelled for non-custom products within the same business day, provided that the order has not yet been processed. Purchase orders are non-cancellable for custom products and custom volumes once production of the custom order has been started.
All returns are subject to People Helping Equipment’s prior approval and shall be governed by People Helping Equipment’s Product Return Policy (“Return Policy”) in effect at the time of such return. The Return Policy is located at www.PeopleHE.com or is available upon request. This Return Policy may change from time to time. People Helping Equipment reserves the right to evaluate all returns and its decision concerning damage or defects shall be conclusive. People Helping Equipment will then, at its option, either repair or replace such products or credit Customer’s account in the amount of the original invoice price. People Helping Equipment will deduct shipping and handling from all credit given.
In the event that People Helping Equipment or its manufacturing suppliers are required by a regulatory agency to recall products, or People Helping Equipment or its manufacturing suppliers voluntarily initiate a recall of products, Customer agrees to cooperate with and assist People Helping Equipment in locating and retrieving the recalled products. Customer shall promptly report to People Helping Equipment any complaints or other information regarding the products of which it becomes aware that could reasonably be expected to lead to recall or other regulatory action.
Customer shall be in default hereunder if any one or more of the following events occur: (a) Customer shall default in not timely performing or providing any of its obligations to People Helping Equipment; (b) a receiver, liquidator or trustee of Customer, or any of its property, is appointed by court order; (c) Customer is adjudicated bankrupt or insolvent; (d) any property of Customer is sequestered by court order; (e) a petition is filed by or against Customer under any bankruptcy, reorganization, dissolution or liquidation law of any jurisdiction; (f) Customer becomes insolvent; or (g) in the event that delivery is dependent on Customer’s cooperation, Customer fails to cooperate in effecting delivery at the time agreed upon, or absent such agreement, at the time fixed by People Helping Equipment. In the event of any such default, all unpaid payments shall become immediately due and payable and People Helping Equipment shall have the right to consider its contract with the Customer terminated and to recover damages and shall further have all rights and remedies provided by applicable law.
In connection with Customer’s purchase of products from People Helping Equipment, People Helping Equipment may disclose to Customer confidential information of People Helping Equipment, including without limitation, information pertaining to customers, vendors, products, product specifications, product concepts, pricing, finances, business, marketing, plans, sales, which is the confidential, proprietary information of People Helping Equipment (the “Confidential Information”). Customer shall not, under any circumstance, use, disclose or make available to any person or entity any of People Helping Equipment’s Confidential Information except for the limited purpose of the transactions contemplated by Customer’s order of product from People Helping Equipment and Customer agrees that it shall never use or exploit any such Confidential Information to the detriment of People Helping Equipment.
Limited Warranty and Disclaimer
People Helping Equipment represents and warrants that the products shall materially conform to the specifications at the time of shipment to Customer and will remain materially free of defects in materials and workmanship for the period specified on the written limited warranty separately provided with each product. This warranty shall not apply to products that have been (i) modified, changed, repaired, refurbished, reprocessed, or altered by anyone other than People Helping Equipment or its manufacturing suppliers; (ii) subjected to misuse, mishandling, re-use, re-sterilization, accident, abuse, neglect or tampering; (iii) damaged by excessive physical, environmental or electrical stress; or that have had a serial number altered, defaced or removed; (iv) combined with any other product; (v) used outside the approved “Indications for Use” as cleared by the relevant competent authority, used contrary to the use outlined in the product specifications or in an application or environment for which such product was not designed or contemplated. Any technical product advice furnished by People Helping Equipment is provided without duty or compensation and People Helping Equipment assumes no obligation or liability, all such advice being given and accepted at Customer’s risk. EXCEPT AS EXPRESSLY SET FORTH HEREIN PEOPLE HELPING EQUIPMENT MAKES NO REPRESENATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, TO CUSTOMER, ITS END-USERS OR ANY THIRD PARTIES WITH RESPECT TO THE PRODUCTS. PEOPLE HELPING EQUIPMENT DISCLAIMS AND EXCLUDES ANY AND ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL PEOPLE HELPING EQUIPMENT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON LOST GOODWILL, LOST RESALE PROFITS, WORK STOPPAGE, PRODUCT FAILURE, IMPAIRMENT OF OTHER PRODUCTS OR OTHERWISE AND WHETHER IN A CONTRACT, TORT OR OTHER ACTION FOR OR ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.
In the event People Helping Equipment’s performance is delayed or made impossible or commercially impracticable due to causes beyond People Helping Equipment’s reasonable control, such as acts of God or the Universe; increased costs of materials and/or supplies; fire; explosion; shortages of energy sources, facilities, material or labor; delay or lack of transportation; temporary or permanent plant shutdown; breakdown or accident; compliance with or other action taken to carry out the intent or purpose of any law, regulation or other requirement of any governmental authority, People Helping Equipment shall have additional time to perform this contract as may be reasonably necessary under the circumstances. However, the obligation of Customer to pay for delivered products is never suspended. In addition, if People Helping Equipment is unable to produce sufficient product to meet all demands from customers and internal uses, People Helping Equipment shall have the right to allocate deliveries among its customers in any manner which People Helping Equipment determines to be equitable. If People Helping Equipment’s suppliers are unable to produce and deliver products, the agreement is terminated.
Each party will comply with all applicable laws, regulations, rules, requirements or ordinances of all governmental authorities, including but not limited to ISO requirements, the U.S. Food and Drug Administration, or its foreign equivalent, applicable to the use, re-use, manufacture, sale, distribution, transportation, exportation or importation of products for its particular roles and responsibilities hereunder.
All notices shall be in writing. Customer may not assign its rights or obligations hereunder without the prior written consent of People Helping Equipment, which consent shall not be unreasonably withheld. These terms and conditions shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. People Helping Equipment and Customer are independent contractors, and their relationship is not one of principal and agent, joint venture, or employer and employee. Waiver by People Helping Equipment of any breach of these provisions shall not be construed as a waiver of any other breach. These terms and conditions shall be interpreted and enforced in accordance with the internal laws of the State of Oregon and Customer hereby submits to the personal jurisdiction of the state or federal courts situated in Portland, Oregon. If People Helping Equipment has to take legal action to collect any amount due hereunder or to enforce these terms and conditions, Customer shall pay all court costs plus reasonable attorneys’ fees incurred by People Helping Equipment in bringing such legal action. If any provision of these terms and conditions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such adjudication shall not affect or modify any other provision of these terms and conditions.