Terms & Conditions for Crane Service

Mazzella Lifting Technologies, Inc.

Standard Terms and Conditions (FM 8.3-37 Rev. 2)

1. PROPOSAL CONSTITUTES SELLER’S OFFER

  • This proposal, including the quotations, drawings, specifications and terms and conditions stated herein, constitutes an offer by Mazzella Lifting Technologies, Inc. (“Seller”) which may only be accepted on the exact terms set forth herein, and supersedes all prior oral or written statements or documents made with respect to the subject matter hereof. No reference herein to Buyer’s inquiry or specifications shall in any way modify the terms and conditions hereof. If, in lieu of acknowledging acceptance hereon, Buyer shall issue its written order for the equipment or services described herein, such act shall constitute Buyer’s unqualified acceptance hereof, and unless specifically agreed upon in writing by Seller, no different or additional terms and conditions other than as set forth herein shall in any way become part of the resulting contract.
  • This offer may be withdrawn by Seller at any time prior to Buyer’s acceptance. If accepted by Buyer subsequent to thirty (30) days from the date hereof, it shall not bind Seller without Seller’s written consent. Accompanying quotes, specifications and drawings are the property of Seller, shall not be used by Buyer for any purpose other than to evaluate this proposal, and all copies shall be returned to Seller. If this offer is not accepted Seller reserves the right to make design changes for product modernization or improvement subsequent to issuance of quotation.

2. BUYER TO PROVIDE THE FOLLOWING (AS APPLICABLE TO THE SCOPE OF WORK)

  • A. – Necessary information to determine duty cycle requirements: i.e., capacity, lifts / hr., speeds, special controls etc.
  • B. – Structural building frames capable of withstanding new loadings. “Haunches, if applicable”.
  • C. – Building Columns Capable of withstanding new crane lateral load conditions.
  • D. – Concrete slab capable of withstanding all load conditions. Footers if required.
  • E. – Clean area clear of all obstructions. (If area is cluttered additional charges may be incurred.)
  • F. – Removal or relocation of any obstructions i.e., sprinkler heads, sprinkler pipes, etc. which could interfere with necessary clearances and/or travel of crane or hoist.
  • G. – Area of installation or repair will provide a work surface suitable for operating cranes and other lifting devices necessary for the assembly of installation of bridge cranes and related runway materials.
  • H. – Area for receiving equipment and materials will be adequate and available for unloading the crane system or materials described in this proposal.
  • I. – A clear access between receiving area and installation or repair area will be available with a surface suitable for operating material handling equipment.
  • J. – Adequate “Clean” electrical power will be provided for operating equipment and machinery necessary for installation of described bridge crane system. (Power relatively free of noise and harmonic distortion)
  • K. – Buyer is to provide a manual disconnect (Fusible & Lockable, per NEC) and conduit with wiring to the conductor bar power taps prior to the completion of the installation to allow for proper phasing of the equipment. If this is not provided prior to the completion of the installation, there will be an additional charge for returning to the job site. If phasing is not performed by our personnel Buyer assumes the responsibility for any damage incurred due to improper phasing.
  • L. – Area or equipment will be prepared and accessible for installation or repair of equipment per scope of work. Should a delay in schedule, which would require additional services for receiving or installing the cranes or support system, occur the additional cost as a result of such a delay would be passed directly on to the Buyer.
  • M. – Any permitting, if required, is not the responsibility of Seller; although, Seller can provide a P.E. approved drawing(s) for submittal purposes, upon request, for an additional engineering fee.

3. MAZZELLA TO PROVIDE THE FOLLOWING (AS APPLICABLE TO THE SCOPE OF WORK)

  • A. – Clean up after completion of installation or repair.
  • B. – Necessary documentation of service and maintenance of equipment provided (O&M Manual).

4. TERMS OF PAYMENT

  • A. – CRANE INSPECTIONS, REPAIRS, OR OTHER LABOR SCOPES – 100% of total order value is due upon completion, due Net 30
  • B. – CRANE SYSTEMS (BRIDGE, GANTRY, WORK-STATION, JIB), COMPONENT UPGRADES,
  • MODERNIZATIONS
    • 1. Under $25,000.00
      • a. 25% of total order value is to accompany Purchase Order, due upon receipt.
      • b. 75% of total order value is due upon completion, due Net 30.
    • 2. Over $25,000.00
      • a. 25% of total order value is to accompany Purchase Order, due upon receipt.
      • b. 25% of total order value is to accompany Signed Approval Drawings, due upon receipt.
      • c. 40% of total order value is to accompany readiness to ship, due upon receipt.
      • d. 10% balance of total order value is due upon system installation, due Net 30.
  • Accounts are subject to Seller credit approval and are opened only with firms or individuals who are satisfactorily rated by an appropriate credit authority. All other buyers must pay cash in advance of delivery or service. Seller reserves the right to refuse delivery or service except for cash, including payment for all goods and services previously delivered and to stop delivery or service, whenever, in the discretion of Seller, there is doubt as to Buyer’s solvency.
  • All payments listed above are due via ACH.
  • In the event Buyer does not satisfy the terms of payment as outlined above, Seller also reserves the right to assess a service charge of 1.5% per month on a pro-rata basis on the amount in arrears, or such lesser amount to the maximum permitted by law.

5. LIMITED WARRANTY

  • Equipment manufactured by Seller shall conform to the written specifications, if any, represented by Seller, and are warranted to the original Buyer only, against defects in material and workmanship. Seller certifies that such equipment will comply with OSHA standards in effect at the time of order acceptance that relate solely to physical characteristics and not the circumstances of use (including noise) of the equipment. All service work shall be performed in a professional and workmanlike manner in accordance with best industry practices and in accordance with all applicable laws.
  • The warranty for equipment is contingent upon:
    • A. – Seller’s receipt of notice in writing from Buyer of a claimed defect within the period first reached of:
      • 1. 12 months from date of shipment of the material; or
      • 2. 2080 hours of equipment operation based on running at speeds specified by Seller for an 8 hour shift, 5 days per week, 52 weeks a year; and.
    • B. – Evidence that the equipment was properly maintained and operated within the limits of normal usage. Seller shall in no event be responsible for any charges incurred by Buyer in returning any of the material without the prior written consent of Seller. Upon satisfactory proof of claim by Buyer, Seller will, within a reasonable time, make any repairs, additions or corrections, or at the option of Seller, provide replacement parts free of charge F.O.B. SHIPPING POINT. If Seller declares a defect or deficiency to be a “Major Failure” (as defined herein), Seller shall provide, or at Seller’s option pay for, Warranty labor at no charge to Buyer, in all other instances Seller shall not be liable for Warranty labor expenses. Major failures shall be defined as (a) unusual repetitive failures of component parts, and/or (b) failure of the system installed by Seller to meet the operating rates specified in Seller’s proposal, provided that the correction will require four hours or more of repair time. Buyer’s labor costs or charges for correcting defects or making additions will not be allowed, nor will Seller accept equipment returned for credit unless the correction or return is authorized by Seller in writing. Seller shall not be liable for breach of warranty: (i) if Buyer makes any use of the equipment or services after giving Seller notice; (ii) if the defect arises because of failure to follow Seller’s instructions as to storage, installation, use or maintenance of the equipment; (iii) if the goods are altered or repaired without Seller’s prior written consent; or (iv) for defects caused by negligence, abuse or misuse of the goods, corrosion, fire, heat or normal wear and tear.
  • The warranty for service work is contingent upon Seller’s receipt of notice in writing from Buyer of a claimed breach of the foregoing service warranty within 12 months from the date of performance of services.
  • BUYER ACKNOWLEDGES THAT SELLER MAY NOT BE THE MANUFACTURER OF CERTAIN OF THE EQUIPMENT AND AS SUCH, MAKES NO WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED WITH RESPECT TO SUCH EQUIPMENT. ANY ORIGINAL MANUFACTURER’S WARRANTIES SHALL BE PASSED THROUGH TO BUYER TO THE EXTENT POSSIBLE. SELLER DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO, AT SELLER’S OPTION, THE REPAIR OR REPLACEMENT (F.O.B. SHIPPING POINT) BY SELLER OF ANY NONCONFORMING EQUIPMENT, OR THE REPERFORMANCE OF SERVICE WORK, FOR WHICH A CLAIM IS PROPERLY MADE BY BUYER, OR TO THE REPAYMENT OF THE EQUIPMENT OR SERVICE WORK.

6. LIMITATION OF LIABILITY

  • IN NO EVENT WILL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO NONCONFORMANCE OR DEFECT IN GOODS OR SERVICES OR ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO SELLER FOR THE GOODS SOLD OR SERVICES PERFORMED.

7. PERFORMANCE AND DELIVERY

  • A. – All delivery or service dates stated by Seller are approximate dates only and estimated in good faith to the best of Seller’s ability. Time shall not be deemed to be of the essence hereunder unless specifically agreed to in writing by Seller. Partial shipments may be made by Seller.
  • B. – The Seller shall not be liable for any delay or inability to perform caused by an event of “force majeure”, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, pandemics or epidemics, electronic viruses, fire, flood, earthquake, accident, strikes, inability to secure transportation, facilities, fuel, energy, labor or materials, any delays caused by Seller’s suppliers or vendors whatsoever, or any other cause whatsoever beyond the reasonable control of Seller. In the event of any such delay or inability to perform, the time for Seller’s delivery or performance shall be extended by a period equal to the time lost on account of such delay or inability, and such delay or inability shall not relieve Buyer of its obligation to accept remaining deliveries.

9. AGREEMENT NOT CANCELABLE

  • Once this quotation is agreed to by Buyer by signing the Acceptance Page hereof or otherwise, this quotation is a binding contract and is not cancelable. If Buyer terminates this agreement for any reason, in whole or in part, Seller shall be compensated for all work performed and costs incurred, plus a reasonable profit thereon. Cancellation fees may apply.

9. DUTY AND TAXES

  • In addition to the specified purchase price, Buyer will pay all taxes, duties, excises, license or inspection fees and other charges levied, assessed or imposed upon Seller or Buyer by reason of or applicable to the manufacture, sale, purchase, delivery or use of the equipment or parts furnished or services performed, as well as the cost by which such manufacture or service is increased by reason of any law, ordinance, or regulation adopted or promulgated by any government subdivision department or agency after the date hereof, but prior to the delivery or performance hereunder. Such payment shall be made to Seller at or before the time when it is required to pay it.

10. CONFIDENTIALITY

  • All non-public, confidential or proprietary information of Seller, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation hereof. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) obtained by Buyer on a non-confidential basis from a third party who was not under an obligation of confidentiality.

11. COMPLETE AGREEMENT

  • The complete agreement between Seller and Buyer is contained herein and no additional or different terms and conditions stated by Buyer shall be binding on Seller unless specifically agreed to by Seller in writing. This quotation shall become a binding contract when accepted by the Buyer and confirmed by an authorized executive of Seller.

12. GOVERNING LAW; SUBMISSION TO JURISDICTION

  • This Agreement and all orders and related matters shall be governed by and interpreted in accordance with the laws of the state of Ohio without giving effect to any choice or conflict of law provision or rule (whether of Ohio or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of Ohio. The United Nations Convention on the International Sale of Goods does not apply to any matter arising out of or relating to the Agreement. Any suit, action or proceeding arising out of or relating to this Agreement shall be exclusively instituted in the federal courts of the United States or the courts of Ohio, in each case located in Cleveland, Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

10. WAIVER

  • Waiver by Seller of a breach of Buyer of any provisions hereof shall not be deemed a waiver of future compliance therewith, and such provision, as well as other provisions hereunder, shall remain in full force and effect. Seller hereby expressly reserves the right to literal compliance with the terms hereof, even if not enforced in prior transactions with Buyer.

11. SEVERABILITY

  • In the event that any paragraph or clause of this agreement is held or declared unenforceable or void for any reason, all paragraphs and clauses hereof which can be affected without such voided paragraphs or clauses shall remain in full force and effect.
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Disclaimer:

Any advice, graphics, images, and/or information contained herein are presented for general educational and information purposes and to increase overall safety awareness. It is not intended to be legal, medical, or other expert advice or services, and should not be used in place of consultation with appropriate industry professionals. The information herein should not be considered exhaustive and the user should seek the advice of appropriate professionals.