Check our Terms & Conditions below.
TERMS AND CONDITIONS OF SALE
Scope
These Terms and Conditions of Sale govern every quotation, proposal, order, sale, shipment, and supply of goods or services by United Chain Inc. ("United Chain") to the purchaser identified in the applicable sale documents ("Purchaser"). By ordering, accepting delivery, or paying for goods or services, Purchaser agrees to these Terms.
1. Parties and Sale Documents
The contract consists only of (a) United Chain's quotation or proposal, (b) United Chain's sales order confirmation, (c) United Chain's invoice, (d) these Terms and Conditions of Sale, and (e) any Purchaser purchase order solely to identify the goods, quantities, requested delivery information, and price, if consistent with United Chain's documents. Collectively, these are the "Sale Documents." If the Sale Documents conflict, the following order of precedence applies: (1) a written agreement signed by an authorized officer of United Chain that expressly overrides these Terms; (2) United Chain's sales order confirmation; (3) United Chain's quotation or proposal; (4) these Terms; and (5) Purchaser's purchase order, but only for the limited identifying information stated above.
2. Acceptance and Entire Agreement
United Chain's offer and acceptance are expressly limited to the Sale Documents. United Chain rejects every additional or different term contained in any purchase order, acknowledgment, portal, specification, communication, course of dealing, or other document supplied by Purchaser. United Chain's performance, shipment, or acceptance of payment does not assent to any additional or different term. The Sale Documents are the complete and exclusive agreement between the parties concerning the transaction and supersede all prior or contemporaneous statements, proposals, and communications. No amendment, waiver, or modification is binding unless it is in writing and signed by an authorized officer of United Chain.
3. Prices Taxes and Payment
Prices are those stated in United Chain's sales order confirmation and, unless expressly fixed in writing, may be adjusted to United Chain's price in effect at shipment. Prices are in United States dollars and exclude freight, insurance, sales, use, excise, value-added, customs, tariff, duty, and similar charges. Purchaser shall pay all such charges except taxes imposed on United Chain's net income. Subject to United Chain's credit approval, payment is due net thirty (30) days from invoice date. United Chain may change or withdraw credit terms at any time and may require advance payment, a deposit, or other security. Purchaser shall not withhold, offset, recoup, or deduct any amount without United Chain's prior written consent. Past-due amounts accrue interest at one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is less. Purchaser shall reimburse United Chain for all reasonable costs of collection, including attorneys' fees and expenses. If Purchaser fails to pay or United Chain reasonably believes Purchaser's ability to pay is impaired, United Chain may suspend performance, stop goods in transit, cancel unshipped portions, or require adequate assurance without liability.
4. Delivery Title and Risk of Loss
Unless United Chain's sales order confirmation states otherwise, delivery is F.O.B. United Chain's facility in North Sioux City, South Dakota. Title and risk of loss pass to Purchaser when the goods are delivered to the carrier. Purchaser remains obligated to pay the full purchase price notwithstanding loss or damage after risk passes. Shipping and delivery dates are estimates, not guarantees. United Chain may make partial shipments and invoice them separately. Purchaser shall promptly provide delivery instructions and accept delivery. Additional handling, storage, demurrage, redelivery, or similar costs caused by Purchaser are Purchaser's responsibility.
5. Inspection and Nonconforming Delivery Claims
Purchaser shall inspect all goods immediately upon delivery. Claims for shortage, visible damage, incorrect quantity, or other readily discoverable nonconformity must be delivered to United Chain in writing within ten (5) calendar days after delivery and must describe the issue in reasonable detail. Failure to provide timely notice constitutes acceptance and waives the claim, except for a latent defect covered by Section 9. A carrier-damage claim must also be made directly against the carrier. Purchaser shall preserve the goods, packaging, and shipping records for inspection and shall not use, alter, repair, or dispose of disputed goods without United Chain's written direction.
6. Order Changes and Cancellation
Purchaser may not change, suspend, or cancel an order without United Chain's prior written consent. As a condition of consent, Purchaser shall pay all costs and losses incurred or committed by United Chain, including engineering, labor, materials, supplier cancellation charges, overhead, work in process, finished goods, and reasonable lost profit. Custom, modified, special-order, or nonstandard goods are noncancelable once United Chain has committed materials or begun work.
7. Return Policy
No goods may be returned without United Chain's prior written Return Goods Authorization ("RGA"). An RGA authorizes evaluation only and is not a credit. Returned goods must be unused, uninstalled, unaltered, in new and resalable condition, securely packed in an external carton, and received within the period stated in the RGA. Custom, modified, special-order, or nonstandard goods are not returnable unless a member of United Chain management authorizes the return in writing. Shipping and handling charges are nonrefundable, and Purchaser is responsible for return freight and risk of loss. Goods damaged in return transit or stored improperly, including exposure to ultraviolet light, extreme temperatures, weather, soil, bacteria, or pathogens, are not eligible for credit. All accepted commercial returns are subject to a thirty-five percent (35%) restocking fee unless waived in writing by United Chain management. After inspection and acceptance, United Chain may issue a credit memo. Credit memos expire six (6) months after issuance and are not redeemable for cash. This Section applies to commercial returns and does not reduce any remedy United Chain approves for a valid warranty claim under Section 9.
8. Force Majeure and Allocation
United Chain is not liable for delay, failure to perform, or increased cost caused by an event beyond its reasonable control, including acts of God; fire; flood; severe weather; epidemic or pandemic; war; terrorism; civil unrest; labor dispute; transportation interruption; cyber incident; utility outage; governmental action; embargo; tariff change; material, energy, or labor shortage; supplier failure; equipment breakdown; or unusually high demand. United Chain's time for performance is extended for the duration and effects of the event. During a shortage, United Chain may allocate available products, materials, and production capacity among its customers in a commercially reasonable manner. United Chain may cancel the affected portion of an order without liability if performance remains impracticable.
9. Limited Product Warranty
United Chain warrants to the original Purchaser that goods manufactured by United Chain will be free from defects in material and workmanship for twelve (12) months from shipment. For goods manufactured by a third party, United Chain passes through only the manufacturer's warranty, if any, to the extent transferable, and provides no independent warranty. This warranty does not cover normal wear; chain elongation or wear within expected service parameters; corrosion; abrasion; fatigue; improper selection, sizing, design, installation, alignment, tensioning, lubrication, guarding, operation, maintenance, storage, or inspection; overloading, shock loading, contamination, excessive speed or temperature, chemical exposure, accident, abuse, misuse, neglect, or unauthorized repair or modification; incorporation into an unsafe or unsuitable system; use outside United Chain's written specifications; or a condition caused by another product or component. United Chain makes no warranty that any product is suitable or compatible for Purchaser's particular application. Purchaser is solely responsible for final product selection; system design; guarding; installation; operating conditions; maintenance; compliance with applicable laws and safety standards; and validation of performance in Purchaser's application.
10. Warranty Claim Procedure and Exclusive Remedy
Purchaser must notify United Chain in writing promptly after discovering an alleged defect and no later than the end of the applicable warranty period. The notice must identify the product, sales order or invoice, installation and operating conditions, maintenance and lubrication history, and the claimed defect. Purchaser must stop using the product if continued use may cause injury or additional damage, preserve the product and related evidence, permit inspection, and obtain an RGA before any return. If United Chain determines that a timely claimed defect is covered, United Chain's sole obligation and Purchaser's exclusive remedy is, at United Chain's option, to repair the defective goods, replace them, or refund or credit the purchase price paid for the defective goods. United Chain may require return of the goods. Any repaired or replacement goods are warranted only for the remainder of the original warranty period. United Chain is not responsible for troubleshooting, access, removal, disassembly, sorting, testing, labor, travel, freight, installation, reinstallation, commissioning, downtime, or damage to other property unless United Chain expressly agrees in writing.
11. Warranty Claim Procedure and Exclusive Remedy
EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 9, UNITED CHAIN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. No employee, representative, or distributor may create a warranty or obligation not stated in a writing signed by an authorized officer of United Chain.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNITED CHAIN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST PRODUCTION, DOWNTIME, LOSS OF USE, LOSS OF BUSINESS, COST OF SUBSTITUTE GOODS, LABOR, REMOVAL OR REINSTALLATION COSTS, DAMAGE TO OTHER EQUIPMENT, OR INCREASED COSTS OR EXPENSES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNITED CHAIN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER, PRODUCT, OR SERVICE SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO UNITED CHAIN FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM. These limitations apply notwithstanding any failure of essential purpose of a limited remedy.
13. Indemnification
To the maximum extent permitted by law, Purchaser shall defend, indemnify, and hold harmless United Chain and its affiliates, and their respective employees, agents, representatives, shareholders, directors, officers, members, managers, and insurers, from every claim, demand, action, loss, lien, penalty, judgment, liability, damage, cost, and expense, including reasonable attorneys' fees, arising out of or relating to (a) Purchaser's selection, design, installation, integration, modification, maintenance, operation, or use of the goods; (b) Purchaser's breach of the Sale Documents; (c) Purchaser's negligence, willful misconduct, or violation of law; or (d) injury, death, or property damage caused by Purchaser or its employees, agents, contractors, or customers, except to the extent finally determined to have been caused by United Chain's gross negligence or willful misconduct.
14. Technical Information and Purchaser Specifications
Drawings, dimensions, weights, capacities, ratings, catalog information, samples, and technical recommendations are estimates or general guidance unless United Chain expressly guarantees them in a signed writing. Purchaser is responsible for verifying all specifications and application requirements before production or use. United Chain may rely on information, drawings, samples, and specifications supplied or approved by Purchaser, and Purchaser is responsible for their accuracy and completeness. Purchaser shall indemnify United Chain against claims that United Chain's compliance with Purchaser-supplied designs, specifications, trademarks, or instructions infringes or misappropriates a third party's rights. United Chain retains ownership of its know-how, tooling concepts, designs, drawings, processes, and intellectual property unless expressly transferred in a signed writing.
15. Security Interest
To secure all obligations owed to United Chain, Purchaser grants United Chain a purchase-money security interest in the goods sold and their proceeds until paid in full. Purchaser authorizes United Chain to file financing statements and other documents reasonably necessary to perfect or continue that interest.
16. Governing Law and Arbitration
The Sale Documents are governed by the laws of the State of South Dakota, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute, controversy, or claim arising out of or relating to the Sale Documents, including their formation, breach, validity, or enforceability, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by one arbitrator in North Sioux City, South Dakota, unless the parties agree otherwise in writing. Judgment on the award may be entered in any court having jurisdiction. Either party may seek temporary or preliminary injunctive relief from a court to preserve the status quo or protect confidential information or intellectual property pending arbitration. EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT A CLAIM IS PERMITTED TO PROCEED IN COURT.
17. General Provisions
Purchaser may not assign or delegate any right or obligation without United Chain's prior written consent. United Chain may assign the Sale Documents to an affiliate or successor. If any provision is held unenforceable, it shall be enforced to the maximum lawful extent and the remaining provisions remain effective. A waiver on one occasion is not a waiver on another. Headings are for convenience only. Notices must be in writing and delivered by personal delivery, nationally recognized overnight carrier, certified mail, or email with confirmation of receipt to the addresses stated in the Sale Documents. Provisions that by their nature should survive, including payment, warranty limitations, limitation of liability, indemnification, intellectual property, dispute resolution, and this Section, survive completion or termination.
