Model 1 Commercial Vehicles Parts Sales Terms & Conditions

General Terms and Conditions of Parts Purchase

1. Applicability. These General Terms and Conditions of Parts Purchase (“Terms"), together with the Parts Estimate or Invoice (collectively, the “Agreement”), are the only terms that govern the sale of parts ("Parts”) by Model 1 Commercial Vehicles, Inc. (“Seller”) to the buyer identified on the accompanying Parts Estimate or Invoice ("Buyer"). This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations and warranties, and communications with respect to the subject matter of the Agreement. Seller expressly rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms.  If a written contract signed by both parties exists covering the sale of the Parts (“Master Agreement”), the Master Agreement shall prevail to the extent of any inconsistency with these Terms.
2. Orders. All orders for Parts are subject to acceptance by Seller. Seller reserves the right to accept or reject any order in whole or in part. An order is deemed accepted upon Seller's written confirmation or commencement of performance. All Parts are subject to prior sale.
3. Delivery and Shipping. All Parts will be shipped to the address specified in the Parts Estimate or Invoice (the "Delivery Location"). Unless Buyer arranges its own shipping or designates a preferred carrier, Seller will select the carrier and arrange shipment. Seller shall provide Buyer with written notice of shipment when the Parts are delivered to the carrier. Outbound freight charges, tariff charges, and any other shipping-related fees are the responsibility of Buyer and will be itemized on the invoice; provided that any freight charges reflected on the Parts Estimate are estimates only and may be subject to change based on actual shipping costs at the time of shipment.
4. Title and Risk of Loss.Title and risk of loss of the Parts passes to Buyer upon delivery to the carrier at Seller's or any third-party warehouse's location, except that if Buyer arranges its own shipping or designates a preferred carrier, title and risk of loss pass upon tender to such carrier or pickup by Buyer or Buyer's representative. Where Seller arranges shipping, Seller shall provide reasonable assistance in pursuing any applicable carrier claim but shall have no independent liability for carrier-caused loss, damage, or delay.
5. Amendment and Modification. No change to this Agreement is binding upon Seller unless it is in writing, specifically states that it amends this Agreement, and is signed by an authorized representative of Any purported modification by Buyer that does not meet these requirements is void.
6. Returns and Inspection. Buyer shall inspect all Parts promptly upon receipt. No returns will be accepted after thirty (30) days from the shipment date. No returns, refunds, or exchanges will be permitted for installed, electrical, or special-ordered Parts. All Ford Parts and installed Parts are final sale and may not be cancelled or returned unless required by applicable statute. All returned Parts must be accompanied by a Return Merchandise Authorization and the original invoice, must be in original packaging, and must be unused. Buyer agrees to pay all costs associated with returns, including but not limited to freight, handling, and expediting fees. Eligible returns are subject to a twenty percent (20%) restocking fee.
7. Price and Payment. All quotes reflect pricing currently in effect. If Seller's price increases on a Part, or if any Part becomes subject to a tariff or duty, the Price will be increased by a like amount. Seller shall provide Buyer with written notice of any such increase prior to shipment; Buyer may cancel the affected order within five (5) business days of receiving such notice, failing which Buyer’s acceptance of shipment constitutes acceptance of the adjusted price. Seller may require advance payment or a deposit for any order. Unless other payment terms are established, Buyer shall pay all properly invoiced amounts due upon invoice. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Seller may suspend shipments for any overdue amounts. If Buyer becomes insolvent or files for bankruptcy protection, Seller may cancel any outstanding orders upon written notice.
8. Warranties and Limitation of Liability. Any warranties on the Parts sold hereunder are made solely by the manufacturer. SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Exclusion of Certain Damages. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SALE OR USE OF THE PARTS. 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, SHALL NOT EXCEED THE PRICE PAID BY BUYER FOR THE PARTS BEING SOLD UNDER THIS AGREEMENT.
10. Confidentiality. Buyer shall treat as confidential all pricing, discount structures, supplier information, sourcing details, and other proprietary business information disclosed by Seller in connection with this Agreement ("Confidential Information"). Buyer shall not disclose Confidential Information to any third party without Seller's prior written consent and shall use Confidential Information solely for the purpose of purchasing and reselling Parts under this Agreement. This obligation shall survive termination or expiration of this Agreement for a period of two (2) years.
11. Intellectual Property; Indemnification. All trademarks, trade names, logos, and other intellectual property associated with the Parts are the property of their respective owners. Buyer shall not use Seller's name, trademarks, or branding without Seller's prior written consent. Buyer shall indemnify, defend, and hold harmless Seller from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Buyer's resale, distribution, or use of the Parts, including any third-party intellectual property infringement claims resulting therefrom, or (b) Buyer's unauthorized use of Seller's trademarks or branding.
12. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from a force majeure event including but not limited to (a) acts of God; (b) natural disasters, flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; or (f) national or regional emergency.  The Impacted Party shall give notice within five (5) days of such an event to the other party, stating the period of time the occurrence is expected to continue.  In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section, the other party may thereafter terminate the affected order(s) upon written notice; provided, however, that if Buyer is the Impacted Party, Seller may terminate this Agreement in its entirety upon written notice. Upon any such termination, Seller shall return any deposits paid by Buyer for unshipped Parts, and any open orders that have not yet been fulfilled shall be cancelled without further liability to either party.
13. Choice of Law. Any controversy, dispute, or claim arising out of this Agreement or breach thereof shall be governed by and interpreted under the laws of the State of Indiana, without regard to its conflict of laws principles. Venue for any such dispute shall be in the state courts of Marion County, Indiana, or the United States District Court for the Southern District of Indiana, and each party consents to the personal jurisdiction of such courts.
14. Waiver Of Jury Trial; Class Actions. Buyer agrees that any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof will be decided by a judge, rather than a jury. Buyer further agrees in connection with this purchase to waive Buyer’s right to participate as a class member in any class action lawsuit that might be brought against Seller.