Terms & Conditions

1. Equipment. As used in this Order, “Equipment” refers to the items listed in the current Center Equipment Catalog, as modified from time to time by Seller.

2. Manufacturer. As used in this Order, “Manufacturer” refers to the original-equipment manufacturer from whom or which Seller purchases the Equipment for resale. For each item of Equipment, the Manufacturer thereof is identified in the Center Equipment Catalog.

3. Prices. Prices of Equipment are published in Center Equipment Price Schedules, as amended or supplemented from time to time by Seller. Sales to Buyer are made at the prices in effect at the time of order, unless delivery is specifically delayed by center.

4. Sales and Similar Taxes. Except as otherwise stated in the Catalog or expressly agreed to by Seller in writing, Seller’s published prices do not include sales, use, excise, or similar taxes. Consequently, in addition to the prices specified in the applicable Center Equipment Price Schedules, the amount of any present or future sales, use, excise or other similar tax applicable to the sale of the Equipment hereunder shall be added to the invoice by Seller and paid by Buyer or, in lieu thereof, Buyer shall furnish Seller with such tax exemption certificate(s) as the taxing authorities may require.

5. Errors. Stenographic and/or clerical errors may occur from time to time in the catalogs, price schedules, program bulletins and announcements, order paperwork, and other documents developed and distributed by Seller in connection with the marketing of Equipment. All such errors are subject to correction by Seller.

6. Orders. Orders for Equipment must be placed either on the Center Equipment Order Form, by telephone, or (when available) by electronic transmission. All orders are subject to these Terms and Conditions, as amended or revised from time to time by Seller, without regard to the mode of placement. Seller shall confirm all orders by sending Buyer a written acknowledgment thereof. At Seller’s discretion, a signed Order Confirmation may be required for some orders placed by phone or by electronic transmission. Buyer may not alter or withdraw its order except upon payment to Seller of an appropriate cancellation charge or restocking charge.

7. Delivery. Except as otherwise specified in the Catalog and/or Price Schedules, and except as otherwise agreed by Buyer and Seller in writing, Equipment shall be sold F.O.B. Manufacturer’s shipping point commercial carrier freight prepaid. Seller has the right to select the carrier and mode of transportation. Title to Equipment and risk of loss or damage shall pass to Buyer at the F.O.B. point. In the event of in-transit damage to the Equipment, Buyer shall accept the shipment and file its claim for such damage with delivering carrier; upon notice thereof. Seller shall cooperate with and assist Buyer in pursuing its claim against the carrier.

8. Security Interest. The Buyer hereby grants Seller a security interest in all equipment ordered or delivered, until such time as Buyer shall execute and deliver any financing statements or other documents as may be requested by Seller in order for Seller to establish and maintain a perfected security interest in the equipment.

9. Unloading and Installation. Buyer shall be solely responsible for providing such unloading devices (e.g. fork lift, tow truck) as may be required to effectuate the unloading of Equipment from the carrier. Seller shall cause the Manufacturer to furnish Buyer with all written installation manuals, directions, and instructions that the Manufacturer ordinarily supplies with the Equipment. Seller shall not be responsible for installation, on-site testing, or start-up of Equipment at Buyer’s destination; however, with certain types of Equipment some Manufacturers may offer such service to Buyer. The terms and conditions under which such services are available to Buyer shall be determined between Buyer and Manufacturer without the involvement of Seller.

10. Terms of Payment. All shipments shall be for cash only, provided, however, that Seller shall establish for Buyer on open line of credit, with specific application to Equipment purchases, consistent with accepted accounting and credit standards such as pay habits, net worth, and other business considerations, and that to the extent Buyer’s Equipment purchases do not exceed such credit limit, Equipment may be charged to Buyer’s account upon shipment. Buyer shall cause said account to be paid as per statement furnished. Seller has the right to adjust Buyer’s credit limit from time to time, upon notice to Buyer. Products are sold F.O.B. Shipping Point.

11. Late Payment Charges. Seller reserves the right to assess a late payment charge of up to 1 1/2% per month (or, if lower, the maximum amount under applicable law) on all past-due balances.

12. Return Policy.

    Call the customer service hotline 1.888.222.7997 and request a return goods authorization form. Equipment must be unused and in the original carton. Manufacturer receives equipment back for inspection. It is the manufacturer’s right to issue credit less any inbound/outbound freight and refurbishing charges. Returns are subject to a 15% restocking charge. BMW Equipment Program will issue credit to the center’s parts account once credit from manufacturer has been received. Discontinued items or custom products are not returnable.

    
    

13. Right of Set-Off. In addition to any right of set-off provided by law, all monies and accounts due Buyer hereunder shall be considered net of indebtedness of Buyer to Bosch Automotive Service Solutions Inc., a division of Bosch (including all its divisions, operating units and subsidiary corporations) arising from whatever cause, and Dealer Equipment And Services has the right to deduct any amounts due or to become due hereunder from Buyer to Dealer Equipment And Services from any sums on accounts due or to become due for whatever cause, from Dealer Equipment And Services to Buyer.

14. Notice of Defect. In the event Equipment as supplied hereunder is claimed to be defective, any claims must be made within 30 days after Buyer’s receipt. Seller shall be given ample opportunity to inspect the Equipment. Seller shall have the option of replacing defective Equipment or crediting Buyer’s account with the purchase price thereof. Such replacement or credit shall be Buyer’s sole and exclusive remedy against Seller for defective Equipment; without limiting the generality of the foregoing, it is agreed that Seller shall not be liable for any transportation, fabrication, installation, or other expenses incurred by Buyer in connection with defective Equipment.

15. Limitation of Liability. In no event shall Seller be liable to Buyer for special, incidental, or consequential damages, losses, or expenses.

16. Pass-Through Warranty. The only warranties applicable to the Equipment are those extended by the respective Manufacturer. Seller shall cause the Manufacturer to furnish Buyer with all applicable Warranty documents. Except for the usual warranties of title and against infringement (UCC 2-312) THERE ARE NO WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) RUNNING TO BUYER FROM SELLER PERTAINING TO THE EQUIPMENT. Seller authorizes no third person or party to assume any warranty obligation of liability on Seller’s behalf.

17. Aftermarket Service. Seller shall cause the Manufacturer to furnish Buyer with all applicable service manuals, operating manuals, and other like information, that the Manufacturer ordinarily supplies with the Equipment. Without assuming responsibility therefor, Seller shall cooperate with and assist Buyer in obtaining such warranty and after-warranty service as the Equipment requires.

18. Failure of Delay of Performance. Any delivery date appearing on the face hereof is approximate, time not being of the essence as regards delivery of the Equipment to Buyer. Seller shall not be responsible for any failure to deliver or for any delay in the event and to the extent such failure or delay results from any of the following: acts of God, fire or flood; war; any labor, material transportation, or utility shortage or curtailment; governmental regulations, policies, or action; or any cause beyond the control of Seller in the reasonable conduct of its business.

19. No Agents. It is expected that from time to time sales representatives of various Manufacturers will visit Buyer’s place of business for the purpose of promoting the sale of Equipment. Buyer understands and acknowledges that all such representatives act for and on behalf of their respective Manufacturers only, and that no statements or representations made by such sales representatives are to be attributed to Dealer Equipment And Services or any of its divisions or other operating units.

20. Equipment Changes. Seller has the right to discontinue or suspend the sale of any Equipment and to make or permit changes in design or specifications of any Equipment at any time without incurring any obligation or liability to Buyer with respect thereto; provided, however, that in the event any pending orders placed by Buyer would be affected by such a design or specification change. Seller shall give Buyer advance notice thereof and an opportunity to cancel.

21. General. When confirmed by Seller, this Order shall become the entire agreement between Seller and Buyer, and a complete allocation of risks between them, relating to Buyer’s acquisition of the Equipment listed on the face hereof. This agreement supersedes all prior understanding and agreements between the parties relating to the subject matter hereof and may be supplemented or amended except expressly in writing signed by the party to be charged therewith. Buyer may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of Seller. This agreement shall be governed in all respects by the laws of the State of Michigan.

    
    
    Rev. 11/2007