Terms & Conditions
Sales Terms & Conditions
Hamilton Engine, LLC, dba Hamilton Power Solutions (“Hamilton”) agrees to sell the equipment described on the Quotation/Order form (“Quotation”) provided to the Purchaser on the following terms and conditions.
Complete Agreement and Acceptance: These terms and conditions (the “Terms”) apply to the sale of any equipment covered by Hamilton’s Quotation that Purchaser accepts. Any additional or different terms or conditions Purchaser proposes shall not be effective unless and until Hamilton accepts the additional or different terms or conditions by written signature. Purchaser’s issuance of a purchase order (“PO”) constitutes Purchaser’s acceptance of the provisions herein, without the addition of Purchaser’s proposed different or additional terms. Hamilton expressly rejects all terms and conditions contained in any PO or other documents from Purchaser that supplement or contradict the Quotation or these Terms. All sales are expressly conditioned on Purchaser’s agreement to these Terms.
Purchase Price: Hamilton’s suppliers have reserved the right to increase prices without notice. In the event the suppliers increase the price for equipment ordered herein prior to delivery to Purchaser, the price to Purchaser shall increase by the same percentage as the supplier’s price to Hamilton. Purchaser agrees to pay, in addition to the sales price applicable to this order, all excise, privilege, occupational, sales, use and other taxes applicable to the purchase, sale or use of the equipment. In the event such taxes are paid by Hamilton, Purchaser will reimburse Hamilton.
Deposits: Purchaser agrees that if it fails to accept the goods when Hamilton notifies Purchaser that they are ready for delivery, Hamilton may retain any deposit made on this order and apply such deposit to Hamilton’s damages for Purchaser’s failure to fulfill this contract. The retention of such deposit shall not be Hamilton’s exclusive remedy.
Delay in Delivery: Hamilton shall not be liable for any delay in delivery, regardless of cause. However, if Hamilton fails to complete delivery within six (6) months after the date of contract, Purchaser shall be entitled to return of its deposit upon written request. This contract shall terminate upon repayment of the deposit to Purchaser, and Hamilton shall have no further liability to Purchaser.
Security Interest and Risk of Loss: Purchaser hereby grants Hamilton a security interest in the equipment to secure payment of the purchase price. Purchaser agrees to execute a financing statement or similar documents to perfect the security interest upon Hamilton’s request. Upon Purchaser’s failure to pay the purchase price as agreed, Hamilton may declare the entire unpaid balance immediately due and payable and exercise any of the remedies authorized by the Uniform Commercial Code of Oregon and may require Purchaser to assemble the collateral and make it available to Hamilton.
Limited Warranty and Limited Remedy - New Equipment: All new equipment is sold subject to the manufacturer’s warranty. Purchaser acknowledges receipt of applicable manufacturer’s warranties and agrees that its sole and exclusive remedy shall be against the manufacturer. HAMILTON OFFERS NO WARRANTIES, EXPRESS OR IMPLIED IN FACT OR BY LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT OR OTHERWISE. NO ORAL WARRANTIES OR GUARANTEES OF ANY KIND HAVE BEEN MADE TO PURCHASER OR ANY OF ITS AGENTS.
Purchaser assumes all risk and liability for unloading, storage and use of equipment. Notwithstanding any term herein, in no event will Hamilton be liable for (a) indirect damages, (including but not limited to, special, incidental and consequential damages, even if Purchaser has been advised of the possibility of same e.g., lost profits, rental costs, downtime, liquidated damages, labor costs for repairs or other associated work, installation charges, transportation charges, remediation of spills, spare parts procured from OEMs, storage costs, demurrage charges, etc.); or (b) for direct damages. Purchaser expressly agrees that this limitation of liability and remedy exclusion is an allocation of risk constituting part of the consideration supporting sale of the equipment.
Limited Warranty and Limited Remedy - Rebuilt Equipment: Equipment which is rebuilt by Hamilton is warranted against defects in workmanship or material for 90 days from date of purchase. Hamilton agrees to repair or replace defective parts at no charge to Purchaser if Purchaser gives Hamilton written notice within 90 days after delivery. Warranty work shall be performed at Hamilton’s regular place of business during normal business hours.
THE ABOVE ARE HAMILTON’S SOLE AND EXCLUSIVE WARRANTIES AND THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO PURCHASER. EXCEPT AS OTHERWISE SET FORTH HEREIN, HAMILTON EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Purchaser assumes all risk and liability for unloading, storage and use of equipment. Notwithstanding any term herein, in no event will Hamilton be liable for (a) indirect damages, (including but not limited to, special, incidental and consequential damages, even if Purchaser has been advised of the possibility of same e.g., lost profits, rental costs, downtime, liquidated damages, labor costs for repairs or other associated work, installation charges, transportation charges, remediation of spills, spare parts procured from OEMs, storage costs, demurrage charges, etc.); or (b) for direct damages in excess of the invoiced price of the equipment Purchaser paid to Hamilton. Purchaser expressly agrees that this limitation of liability and remedy exclusion is an allocation of risk constituting part of the consideration supporting sale of the equipment.
Interest; Attorney’s Fees: Purchaser agrees that any unpaid invoice amount shall accrue interest at the rate of 1.5% per month. If Hamilton retains an attorney to collect the purchase price, Hamilton shall be entitled to its costs of collection, including reasonable attorney’s fees, whether or not a lawsuit is filed. If a lawsuit is filed, the prevailing party shall be entitled to reasonable attorney’s fees at trial and, if applicable, on appeal.
Venue; Choice of Law: The Quotation and any resulting contract for the sale of equipment shall be interpreted and governed by the laws of the State of Oregon, without regard to its conflict of law principles. Purchaser expressly agrees that any dispute will be resolved by a court of competent jurisdiction in the State of Oregon and Purchaser expressly consents to personal jurisdiction in Oregon courts.
No Waiver; Modification; Entire Agreement: Hamilton’s waiver of any breach of these Terms shall not constitute a waiver of any other breach. Hamilton’s Quotation and these Terms constitute the entire understanding and agreement between Hamilton and Purchaser and may only be modified or amended by a written document or change order signed by one of Hamilton’s officers.
Purchaser acknowledges receipt of a copy of this document and agrees that this document is the only contract controlling this sale, and that it contains all agreements, express or implied, either verbal or in writing,
Revision: 2024