Terms & Conditions

Pinnacle Parts and Service Corp

These Terms and Conditions of Sale (“Terms”) govern all sales of products and services by Pinnacle Parts and Service Corp., a New Jersey corporation (“Seller,” “we,” “us,” or “our”), to business customers (“Buyer,” “you,” or “your”). By submitting a purchase order to Seller, Buyer agrees to be bound by these Terms.

1. CONTRACT FORMATION AND ACCEPTANCE

1.1 Quotations. All quotations, proposals, and price lists provided by Seller are invitations for Buyer to submit an offer and are not binding offers by Seller. Quotations expire thirty (30) days from issuance unless otherwise stated.

1.2 Purchase Orders. Buyer’s purchase order constitutes an offer to purchase products or services in accordance with these Terms. Seller may accept or reject any purchase order in its sole discretion.

1.3 Acceptance. A binding contract is formed only when Seller accepts Buyer’s purchase order, which may be evidenced by (a) Seller’s written or electronic acknowledgment, (b) Seller’s commencement of performance, or (c) Seller’s shipment of products.

1.4 No Counter-Offers. Any additional or different terms proposed by Buyer (whether in a purchase order, acknowledgment, or other document) are hereby rejected and shall not become part of the contract unless expressly agreed to in writing by an authorized officer of Seller. Seller’s acceptance is expressly conditioned on Buyer’s assent to these Terms.

1.5 Entire Agreement. These Terms, together with Seller’s written acknowledgment and any documents expressly incorporated by reference, constitute the entire agreement between the 2 parties and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

2. PRICING AND PAYMENT

2.1 Pricing. All prices are in U.S. Dollars and are exclusive of taxes, duties, tariffs, freight, insurance, and other charges unless otherwise stated in writing. Seller reserves the right to adjust pricing if Buyer modifies quantities, specifications, or delivery schedules after order acceptance.

2.2 Taxes. Buyer shall pay all sales, use, excise, value-added, and other taxes or duties imposed on or related to the sale, except for taxes based on Seller’s net income. If Buyer is exempt from any tax, Buyer shall provide Seller with valid exemption certificates.

2.3 Payment Terms. Payment is due net thirty (30) days from the invoice date unless otherwise specified in writing. Time is of the essence for payment obligations.

2.4 Late Payment. Overdue amounts shall accrue interest at the rate of 0.033% per day (approximately 12% per annum) or the maximum rate permitted by New Jersey law, whichever is lower, from the due date until paid in full. Seller may suspend performance or cancel unfilled orders if Buyer fails to make timely payment

2.5 Collection Costs. Buyer shall reimburse Seller for all reasonable costs of collection, including attorneys’ fees, court costs, and collection agency fees, incurred due to Buyer’s failure to pay when due.

2.6 Credit Terms. Seller may modify or withdraw credit terms at any time if Buyer’s financial condition or payment history deteriorates. Seller may require payment security, including letters of credit, prepayment, or payment upon delivery.

3. DELIVERY AND TITLE

3.1 Delivery Terms. Unless otherwise agreed in writing, all shipments are FOB Seller’s facility (Bayville, New Jersey). Risk of loss and title pass to Buyer upon Seller’s delivery to the carrier.

3.2 Delivery Dates. Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for any delays in delivery or for damages resulting from delayed delivery.

3.3 Shipping and Handling. Buyer shall pay all freight, packaging, handling, and insurance charges unless Seller agrees in writing to prepay such charges. Seller will select the carrier and shipping method unless Buyer specifies otherwise in writing.

3.4 Inspection and Rejection. Buyer shall inspect all products within five (5) business days of receipt. Buyer must notify Seller in writing of any nonconforming products within such five-day period, specifying the nature of the nonconformity with reasonable particularity. Failure to provide timely written notice constitutes acceptance of the products and waiver of any claims for nonconformity apparent upon reasonable inspection.

3.5 Shortages. Claims for shortages must be made in writing within five (5) business days of receipt. Seller’s liability for shortages is limited to shipment of the missing quantity or credit for the missing items.

4. LIMITED WARRANTY

4.1 Warranty Period. Seller warrants that products manufactured by Seller will be free from defects in materials and workmanship for a period of eighteen (18) months from the date of shipment or twelve (12) months from the date of installation or first use, whichever occurs first (“Warranty Period”).

4.2 Third-Party Products. For products manufactured by third parties and resold by Seller, Seller assigns to Buyer (to the extent assignable) any warranty provided by the original manufacturer. SELLER MAKES NO WARRANTY WITH RESPECT TO THIRD-PARTY PRODUCTS.

4.3 Warranty Remedy. Seller’s sole obligation and Buyer’s exclusive remedy under this warranty is, at Seller’s option, to (a) repair the defective product,
(b) replace the defective product, or
(c) refund the purchase price. Buyer must obtain a Return Material Authorization (RMA) number from Seller before returning any product. Buyer shall prepay shipping charges for warranty returns; Seller will reimburse reasonable return shipping costs if the product is confirmed defective.

4.4 Warranty Exclusions. This warranty does not cover defects or failures caused by: (a) Normal wear and tear;
(b) Improper installation, maintenance, operation, or storage;
(c) Use in applications or environments for which the product was not designed;
(d) Modifications, alterations, or repairs not authorized by Seller;
(e) Accident, abuse, misuse, or neglect;
(f) Use of the product in combination with equipment or products not approved by Seller;
(g) Failure to follow Seller’s instructions, specifications, or recommendations; or (h) Acts of God, fire, flood, or other external causes.

4.5 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1, SELLER
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF SELLER IS AUTHORIZED TO
MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS WARRANTY.

5. LIMITATION OF LIABILITY

5.1 Exclusion of Consequential Damages. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF BUYER’S CUSTOMERS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING 5 NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2 Liability Cap. SELLER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

5.3 Exceptions. The limitations in Sections 5.1 and 5.2 shall not apply to (a) Buyer’s payment obligations, (b) Buyer’s indemnification obligations, (c) Seller’s liability for fraud or willful misconduct, (d) Seller’s liability for gross negligence, or (e) liabilities that cannot be limited under applicable law.

5.4 Acknowledgment. THE LIMITATIONS SET FORTH IN THIS SECTION 5 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN. THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

6. INTELLECTUAL PROPERTY

6.1 Seller IP. All intellectual property rights in and to products, designs, drawings, specifications, technical data, software, documentation, and other materials provided by Seller remain the sole property of Seller or its licensors. No rights are granted to Buyer except the limited right to use products purchased hereunder for their intended purpose.

6.2 Confidentiality. Buyer shall treat as confidential all non-public technical and business information provided by Seller and shall not disclose such information to third parties or use it for any purpose other than in connection with products purchased from Seller.

6.3 Buyer IP. Any intellectual property provided by Buyer to Seller for purposes of fulfilling an order remains Buyer’s property. Buyer grants Seller a non-exclusive license to use such intellectual property solely to perform under the applicable order.

7. EXPORT COMPLIANCE

7.1 Export Laws. Buyer acknowledges that products, software, and technical data provided by Seller may be subject to export controls under U.S. law, including the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and regulations administered by the Office of Foreign Assets Control (OFAC).

7.2 Buyer Obligations. Buyer shall not export, re-export, transfer, or disclose, directly or indirectly, any products, software, technology, or technical data received from Seller, or the direct product thereof, to any destination, entity, or person prohibited or restricted under U.S. export control laws without obtaining prior authorization from the appropriate U.S. government agency.

7.3 Prohibited Destinations. Buyer shall not export or re-export to any country, entity, or person subject to U.S. sanctions or export restrictions, including but not limited to countries subject to comprehensive sanctions and parties listed on the U.S. Denied Persons List, Entity List, Specially Designated Nationals List, or other restricted-party lists.

7.4 Certifications. Buyer certifies that it is not located in, organized under the laws of, or owned or controlled by nationals of any prohibited or sanctioned country, and is not listed on any U.S. government restricted-party list. Seller may require Buyer to provide additional certifications or documentation regarding export compliance.

7.5 Indemnification. Buyer shall indemnify, defend, and hold harmless Seller from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from Buyer’s violation of export control laws or regulations.

8. ORDER CANCELLATION AND MODIFICATION

8.1 Buyer Cancellation. Buyer may not cancel or modify an accepted order without Seller’s priorwritten consent. If Seller agrees to cancellation, Buyer shall reimburse Seller for all costs incurred, including materials purchased, labor performed, and overhead allocated to the order,plus a reasonable cancellation fee.

8.2 Seller Cancellation. Seller may cancel any order or suspend performance if
(a) Buyer breaches any material term of these Terms,
(b) Buyer becomes insolvent or files for bankruptcy,
(c) Buyer’s creditworthiness deteriorates, or
(d) performance becomes commercially impracticable due to circumstances beyond Seller’s control.

9. FORCE MAJEURE

Seller shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government actions, labor disputes, fire, flood, earthquake, epidemic, pandemic, shortage of materials or supplies, transportation delays, or failure of suppliers or subcontractors. In the event of forcemajeure, Seller’s performance shall be excused for the duration of the delay, and delivery datesshall be extended accordingly.

10. DISPUTE RESOLUTION

10.1 Governing Law. These Terms and any disputes arising out of or related to these Terms or any order shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflicts-of-law principles.

10.2 Arbitration Agreement. Any dispute, controversy, or claim arising out of or relating to these Terms, any order, or the breach, termination, or validity thereof (collectively, “Disputes”), shall be finally resolved by binding arbitration in accordance with this Section 10.2. BY AGREEING TO ARBITRATION, BOTH PARTIES ARE WAIVING THEIR RIGHT TO HAVE DISPUTES HEARD BY A JUDGE OR JURY IN COURT.

10.3 Arbitration Procedures. Arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules. The seat of arbitration shall be Ocean County, New Jersey, or such other location in New Jersey as the parties may agree.

10.4 Costs and Fees. Each party shall bear its own attorneys’ fees and costs, except that the arbitrator may award attorneys’ fees and costs to the prevailing party if authorized by applicable law or these Terms. The parties shall share equally the fees and expenses of the arbitrator and the AAA administrative fees, unless the arbitrator allocates such costs differently.

10.5 Discovery and Remedies. The arbitrator shall permit such discovery as is appropriate to the nature of the Dispute, taking into account the need for efficient and cost-effective resolution. The arbitrator may award any remedy available under applicable law, including injunctive relief, specific performance, and damages, but may not award punitive or exemplary damages unless expressly authorized by statute.

10.6 Confidentiality. The existence, content, and results of any arbitration shall be kept confidential by the parties, except as required by law or to enforce the arbitration award.

10.7 Exceptions to Arbitration. Notwithstanding the foregoing, either party may seek preliminary injunctive relief or other equitable relief in a court of competent jurisdiction to prevent irrepaable harm pending the conclusion of arbitration. Additionally, Disputes concerning the validity, infringement, or misappropriation of a party’s intellectual property rights may be brought in court.

10.8 Limitation Period. No Dispute may be submitted to arbitration more than two (2) years after the cause of action accrues. Any claim not brought within this period is permanently barred.

11. GENERAL PROVISIONS

11.1 Assignment. Buyer may not assign, transfer, or delegate any rights or obligations under these Terms or any order without Seller’s prior written consent. Any attempted assignment in violation of this provision is void. Seller may freely assign these Terms or any order without Buyer’s consent.

11.2 Amendment. Seller may amend these Terms at any time by posting revised Terms on its website or by providing written notice to Buyer. Amendments shall apply to orders accepted by Seller after the effective date of the amendment. Continued submission of purchase orders after notice of amendment constitutes acceptance of the revised Terms.

11.3 Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of the party waiving its rights. No waiver shall constitute a continuing waiver or a waiver of any other provision.

11.4 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

11.5 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and do not confer any rights upon any third party.

11.6 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

11.7 Notices. All notices required or permitted under these Terms shall be in writing and delivered by (a) personal delivery,
(b) certified or registered mail, return receipt requested,
(c) overnight courier, or
(d) email with confirmation of receipt. Notices to Seller shall be sent to the address set forth above, Attention: Legal Department, or to such other address as Seller may designate in writing. Notices to Buyer shall be sent to the address specified in Buyer’s purchase order.

11.8 Survival.
Sections 2 (Payment),
4 (Warranty),
5 (Limitation of Liability),
6 (Intellectual Property),
7 (Export Compliance),
10 (Dispute Resolution), and
11 (General Provisions) shall survive any termination or expiration of an order.

11.9 Construction. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” The parties acknowledge that they have had the opportunity to negotiate these Terms and that these Terms shall not be construed against either party as the drafter.

ACKNOWLEDGMENT

By submitting a purchase order to Pinnacle Parts and Service Corp., Buyer acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions of Sale.

Welcome to Pinnacle Parts and Service Corporation!