Terms & Conditions - Sales

Terms and Conditions of Sales and Services

The following Terms and Conditions of Sale (the “Terms”) are applicable to the provision or sale of all goods supplied and/or Services, as such term is defined herein below, rendered (“goods”) by TOWLIFT, INC., an Ohio corporation and its subsidiaries and affiliates (“Seller”), to any purchaser, or in the case of sample products or material, recipient, thereof (“Buyer”).

1. GENERALLY - Seller’s offer for sale of goods, parts and services and Buyer’s acceptance of any such offer is governed exclusively by these Terms unless otherwise agreed in writing signed by Seller. If an order is deemed to be an offer by Buyer, Seller’s acceptance of such offer is expressly conditioned on Buyer’s assent to these Terms. Any additional, different, or conflicting terms proposed by Buyer in any offer, acceptance, confirmation (including any Buyer purchase order or specifications) or otherwise, (a) are requests for material alterations to these Terms, (b) are hereby rejected and objected to by Seller, and (c) will not be binding in any way on Seller.

1. PRICE; PAYMENT – Goods, parts and service are hereby offered for sale at prices to be established by Seller. Seller may require Buyer to make a deposit of 25% of the sale price for any special-order forklifts or other equipment. In the event of any breach by Buyer of these Terms, the deposit will be credited against any damages, cost, or expense incurred by Seller as a result of the breach. Prices are based upon Seller’s present cost structures and are subject to increase by Seller at any time prior to delivery, to the extent necessary to cover any of Seller’s increased costs (including without limitation increased costs due to tariffs in force at time of invoice and inflationary component, and supply chain issues). Unless otherwise specified on Seller’s invoice, order confirmation, acknowledgment or otherwise agreed to by the parties in writing, Buyer will pay for all goods on a net ten (10) day basis from delivery date and for parts and service, net thirty (30) day basis. All orders are subject to credit approval by Seller. Seller reserves the right to withhold shipment or to require other adequate assurances of performance of Buyer’s payment obligations as Seller in its discretion may require, notwithstanding any order confirmation issued by Seller. If the purchase price of the equipment/material being sold has not been paid in full prior to the delivery of the equipment/material being sold, the Purchaser agrees to execute at the Seller’s request all documents necessary to create and perfect a security interest in said equipment/material. Should Buyer fail to make payments when due, Seller may enter Buyer’s premises and repossess the product. In addition, the Buyer shall pay any and all expenses and reasonable attorneys’ fees incurred in repossessing and storing any product. Seller reserves the right to assess finance charges of 1.5% per month as permissible in jurisdiction on any unpaid past due amounts.

1. TAXES - Seller’s price for goods, parts and service is exclusive of any Federal, state, or local sales, use, or excise taxes levied upon, or measured by, the sale, the sales price, or use of goods required in the performance of any order. Seller will list separately on its invoice any such taxes applicable to any such goods or transaction, and payable by Buyer, with respect to which Buyer does not furnish to Seller evidence of exemption.
2. DELIVERIES - Seller will use commercially reasonable efforts to meet the delivery dates, specifications, and quantities, as set forth in Buyer’s purchase order. Seller will not, however, be liable for damages or delay in delivery due to causes beyond its reasonable control.
3. WARRANTIES - Seller warrants for a period of sixty (60) days from the date Seller completes performance of any services for Buyer (the “Services”) that such Services will be performed: (a) in a professional and workmanlike manner; and (b) in accordance with all applicable laws and regulations. Seller further warrants that the Services will be done in accordance with the appropriate manufacturer's manual, if applicable. The warranties stated in this Section 5 are the only representations and warranties Seller has given Buyer in connection with the provision of Services to Buyer and shall not void longer guarantees by the manufacturer of the equipment (or its components) on which Seller performs the Services. Except as set forth in Section 5, Seller has not made and hereby expressly disclaims any other or further representation or warranty, either express or implied, concerning the goods. THE WARRANTIES GIVEN IN THIS SECTION 5 ARE IN LIEU OF ALL OTHER WARRANTIES SELLER MIGHT HAVE GIVEN BUYER, INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR INTENDED USE. All other warranties Seller or anyone purporting to represent Seller may have given, or which may be provided or implied by law or commercial practice, are thereby excluded. The warranties stated in this Section 5 will be null and void if the goods are altered, overhauled, or repaired (or are tampered with) by anyone other than Seller during the warranty period.
4. NON-CONFORMING GOODS - Upon Buyer’s receipt of shipment, Buyer shall immediately inspect the goods. Unless Buyer provides Seller with written notice of any claim for shortage, defect, or nonconformity in the goods within ten (10) days after receipt of shipment, such goods shall be deemed finally inspected, checked, and accepted by Buyer and Buyer’s failure to provide such notice shall be deemed to constitute a waiver of any such claim.
5. LIMITATION OF LIABILITY - BUYER’S SOLE REMEDY HEREUNDER SHALL BE RETURN OF FEES PAID TO TOWLIFT FOR ANY GOODS AND/OR SERVICES WHICH BUYER DEMONSTRATES TO BE IN BREACH HEREOF OR OTHERWISE ACTIONABLE BY BUYER. TOWLIFT SHALL NOT INCUR LIABILITY UNDER THIS AGREEMENT OR OTHERWISE RELATING TO THE GOODS AND/OR SERVICES BEYOND THE AMOUNT OF FEES (EXCLUDING ANY REIMBURSED AMOUNTS) RECEIVED BY TOWLIFT UNDER THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, ANY OTHER TORT, INCLUDING INTENTIONAL TORTS, OR ANY OTHER CAUSE OF ACTION.
6. DISCLAIMER OF INCIDENTAL AND CONSEQUENTIAL DAMAGES - SELLER SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE GOODS, OR THE SERVICES INCLUDING WITHOUT LIMITATION BREACH OF ANY OBLIGATION IMPOSED ON SELLER HEREUNDER OR IN CONNECTION HEREWITH, EVEN IF BUYER HAS BEEN ADVISED OF A POSSIBILITY OF SUCH DAMAGES. CONSEQUENTIAL DAMAGES FOR PURPOSES HEREOF SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT.
7. INDEMNITY - Buyer shall indemnify, defend and hold Seller and its directors, officers, employees, agents, suppliers, parents, affiliates, subsidiaries, successors and assigns harmless from and against any and all fines, penalties, suits, actions, claims, liabilities, judgments, losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting or arising from: (a) Buyer’s negligence or willful misconduct, (b) Buyer’s use, sale, handling, storage, or disposal of the goods or any product or waste derived therefrom, or (c) a claim by a third party for injury or death to any person or damage to property as a result of the negligent performance or nonperformance by Buyer of its obligations under this Agreement, except to the extent that such injury, death, or damage is caused solely and directly by Seller’s recklessness or willful misconduct. The foregoing shall apply, without limitation, to injury to persons (including death) or damage or harm to property or the environment.
8. FORCE MAJEURE - Except for the payment of monies owed, neither party will have any liability for any breach or failure to perform that is the result of an event, condition or circumstance beyond that parties. reasonable control, including, without limitation, acts of God, war, insurrection, or terrorism, fire, inclement weather, strikes, boycotts, or other similar circumstances. If a party becomes aware of any such event, condition or circumstance, then such party will promptly advise the other party and both parties will cooperate to ameliorate the circumstance or condition as quickly as possible.
9. GOVERNING LAW - The sale of goods hereunder shall be governed, interpreted and construed by and in accordance with the internal substantive laws of the State of Ohio, United States of America, without regard to the conflict of laws provisions thereof, and expressly excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising hereunder shall be resolved in the United States federal courts serving Cleveland, Ohio, U.S.A. or in the courts of the State of Ohio, as may be applicable. Such courts shall have exclusive jurisdiction and venue for resolution of all such disputes and the parties hereto do hereby irrevocably submit to such jurisdiction and venue, and waive any objection to the contrary hereafter.
10. COMPLIANCE WITH LAWS. Buyer shall comply with all applicable laws, regulations, and other legal requirements regarding the export, import, sale, distribution, marketing, and service of the goods and related technology, including without limitation, those pertaining to labor wages, hours and conditions or employment and tax and foreign exchange legislation or regulations.
11. COMPLETE AGREEMENT - These Terms contain the complete and final agreement between Buyer and Seller and supersede all other and further agreements, representations, warranties, covenants, promises, and other contractual obligations between the parties in respect of the subject hereof unless otherwise agreed to in writing signed by Seller that specifically states that it shall modify or supersede these Terms. These Terms may be amended, modified or waived only by a written instrument that refers expressly to this paragraph and is signed by an authorized representative of Seller. E-mails and electronic on-line, internet or other terms of Buyer shall not be deemed a means of modifying or amending these Terms.
12. WAIVER – Buyer agrees that the failure of Seller to insist on or enforce in any instance strict performance of any of the terms hereof or to exercise any of its rights herein shall not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms on any future occasion.

1. REMEDIES - The remedies provided Seller herein shall be cumulative and in addition to any other remedies provided by law or equity. A waiver of a breach of any provision hereunder shall not constitute a waiver of any other breach.
2. CONFIDENTIAL INFORMATION - Buyer shall not, without first obtaining Seller’s written consent, in any manner advertise, publish, communicate or otherwise divulge the fact that Seller has contracted to furnish the Goods and/or Services to Buyer. Buyer shall be responsible in matters within its control for the safeguarding of all information that is non-public, confidential or proprietary in nature regarding Seller and the use and/or application of the Goods and Services that is disclosed or developed in connection with the work under these Terms. Seller shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of this Section 19 by Buyer. Such remedies shall not be deemed to be the exclusive remedies of Seller but shall be in addition to all other remedies available at law or in equity.
3. ASSIGNMENT - No right or obligation under this Agreement shall be assigned by Buyer without the prior written consent of Seller, and any purported assignment without such consent shall be void.

1. REPAIR PARTS - All parts which are removed from any of Buyer’s equipment and replaced by Seller while performing the Services shall become the property of Seller.
2. REGULAR LABOR – Unless otherwise agreed in writing, it is understood that the Services shall be performed during Seller’s regular working hours and working days. Regular labor time will be charged at Seller’s standard rates unless discounted pricing is agreed to in writing. The Service price will incur a minimum of one (1) hour of labor at standard rates. All additional labor incurred past one (1) hour will be charged to the Service price in half-hour increments.
3. OVERTIME LABOR - Unless otherwise agreed in writing, it is understood that the Services shall be performed during Seller’s regular working hours and regular working days. If overtime is mutually agreed upon and performed, an additional charge therefore, at Seller's standard rates for such work, shall be added to the Service price. All labor will be charged to the Service price in half-hour increments.

Last Revised - March 2025