MacGuire and Crawford

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Corporate Office: (704) 321-1391
Tennessee Office: (865) 982-7003

Conditions of Sale

MacGUIRE AND CRAWFORD, INC.

2536 PLANTATION CENTER DRIVE, SUITE B        MATTHEWS, NC  28105        704-321-1391

All orders of customer of equipment, accessories and other products (the “Equipment”) from MacGuire and Crawford, Inc. (the “Seller”) are subject to the following conditions of sale.  This order being intended by Seller and customer to be the final, complete and exclusive of the terms and conditions of their agreement.

 1.  DELIVERY:  Unless otherwise specified, delivery of Equipment will be f.o.b. point of shipment at Matthews, NC.  Delivery schedules represent Seller’s best estimate of delivery times, made for customer’s convenience.  No delivery date shall form any part of the agreement between Seller and customer.  Seller shall in no event be liable for any loss incurred by Customer due to Seller’s failure to make shipment on the date scheduled.  Any Equipment described as being “in stock” is subject to prior sale.  This order may not be cancelled, except upon Customer obtaining the written consent of an officer of Seller thereto, and only if Customer pays to Seller upon cancellation Seller charges for work performed and commitments entered into with respect to this order through the date of cancellation.

 2.  PAYMENT:  Prices are quoted f.o.b. point of shipment and payment shall be made net 30 days after shipment unless otherwise specifically agreed or quoted in writing by Seller.  Interest on any Customer balance not paid within 30 days after shipment shall be paid at the rate of 1 ½% per month, compounded monthly, from the date on which net payment becomes due.  If shipment or any other act or condition affecting payment for the Equipment is ready for shipment, and the Equipment shall thereafter be held at Customer’s risk and expense. 

 If partial shipments are made, proportionate payments shall become due and payable on each such shipment.  If Customer fails to perform any term or condition hereof or if Seller at any time has doubt of Customer’s financial responsibility, Seller may decline to make further shipments except against cash payment or the grant of satisfactory collateral security for payment. 

If Seller is not permitted to make shipment within six months by customer request, escalation will apply.  The escalated price will be the price in effect at time of shipment.  If the increase in Seller price between order date and shipment date exceeds the increase on the Consumer Price Index for the same period, the price increase will be limited to the percentage increase in the index. 

3. EXPORT TERMS:  Minimum order for export is $500.00. Payment must be made in U.S. dollars   in advance by international wire transfer (Additional $35.00 Dollar fee applies). Cash in advance payments may also be made by check or other cash instrument, however, shipment will not be made until checks have cleared our U.S. bank. Shipment terms are EX WORKS Matthews, North Carolina U.S.A.  Import license, if necessary, is the buyer’s responsibility. It is the buyer’s responsibility to inform the Seller of documentation required by the buyer’s country.  Buyer pays taxes, Duty, customs clearance charges, terminal charges, forwarder’s fees and any other charges due upon arrival.

4. WARRANTY:  Seller does not manufacture any equipment and therefore provides no warranty.  Only manufacturer’s warranties apply to new equipment sales.  All used equipment is sold “as is” with no warranty.

5. LIMITS OF LIABILITY:  If Customer rightfully rejects the Equipment or justifiably revokes acceptance of the Equipment, Seller shall be liable only to repay any part of the purchase price theretofore paid, upon the return of the Equipment to it.  Any Equipment returned must be shipped prepaid f.o.b. Matthews, NC and only after a return authorization has been received from the Seller.  The foregoing constitutes Customer’s sole and exclusive remedy for breach of the terms of sales of the Equipment.  Seller shall in no event be liable for damage or delay caused by defective material or workmanship, and no allowance will be made for repairs or alterations unless made with its approval. 

Seller shall in no event be liable for damages, including without limitation incidental or consequential damages, to any property or to any person, by reason of Seller’s negligence or otherwise, in connection with the sale, delivery, installation or use of the Equipment, and Customer shall indemnify and hold harmless Seller against all such liability. 

6. SECURITY INTEREST:  Without reference to the form of invoice which may be used by Seller, a purchase money security interest in the Equipment shall remain in Seller as security until the purchase price (including any extensions of payment whether evidenced by note or otherwise) shall be fully paid.  The Equipment shall remain personal property, whatever may be the mode of its attachment to realty or other property, until the purchase price shall be fully paid, and Customer shall perform all acts which may be necessary to perfect and assure retention of such security interest in Seller.  If Customer fails to make any payment of or an account of the purchase price when due, Seller may at its option take exclusive possession of the Equipment wherever found and remove the Equipment without legal process, and Customer shall pay the Seller installations and removal costs plus a use charge equal to 4% of the purchase price per month, or fraction thereof, from the date of shipment, and any payments which have theretofore been made on account of the purchase price of the Equipment shall be retained by Seller and applied to such costs and charges, with any balance thereof being retained as liquidated damages, without prejudice to its right to recover any further damages which it may suffer from any cause. 

 7.  TAXES:  All sales to customers in North Carolina are subject to North Carolina sales tax unless tax exempt certificate is on file in Seller’s office.

 8. INSTALLATION:  Unless otherwise agreed, the Equipment will be installed by the Customer. Seller shall not be liable for any injury to persons or damage to property occurring in the course of or as a result of the presence of its agents or employees on Customer premises, with respect to installation or subsequent service. 

 9. SPECIFICATIONS:  The Equipment delivered hereunder may vary in details of design, construction, arrangement or accessories from the description thereof in any descriptive or sales literature or from any display or other equipment of the same model which Customer has inspected.  Seller reserves the right to make such changes in such details as, in its discretion, constitute improvements.  Seller is not obligated to supply schematic or shop working drawings. 

10. ASSIGNMENT:  Neither this agreement nor any right granted hereby may be assigned by Customer voluntarily or by operation of law without Seller’s prior written consent.  

11. GENERAL:   This order is the complete agreement between the parties and there are no other agreements or understandings changing or modifying the terms hereof, whether contained in any order form of Customer or otherwise.  This agreement is entered into after full investigation without either party relying on any statement or representation made by the other party not embodied in this agreement.  No waiver, change, amendment or discharge of any term or condition hereof or consent hereunder on the part of Seller shall be effective unless made in writing and signed by an authorized officer of Seller.  This agreement has become effective upon the acceptance of Customer’s order by Seller in Matthews, North Carolina, and the rights and duties of Seller and Customer, with respect to the sale (or lease or rental, as the case may be) delivery and installation of the Equipment shall be governed by these terms and conditions, and any related Lease or Rental Agreement, and the laws of the State or North Carolina.  Acceptance of this order by Seller is contingent upon (1) a satisfactory credit report on customer and (2) the absence of any mathematical error with regard to dollar amounts stated herein.