Goods Purchased From Pinnacle Converting

Goods Purchased From Pinnacle Converting Equipment Terms & Conditions

Updated December 2021

1. WARRANTY: Pinnacle Converting Equipment & Services, LLC (“Pinnacle” or “Seller”), warrants all parts to be free of defects for a period of 12 months from the date of shipment.  Defective parts will be repaired or replaced free of charge, EXW Charlotte, NC upon examination by Pinnacle.  The warranty on components not manufactured by Pinnacle, but part of the machine, is limited to the warranty provided by the original manufacturer of said components.  The foregoing warranty will be void if equipment is not operated under normal intended usage and maintenance.  Standard wear and tear items are excluded.  Pinnacle shall not be responsible for repair or replacement of items which have been subjected to neglect, accident or improper use, or which have been altered by any other than authorized Pinnacle personnel.  In no event shall Pinnacle be liable for special, incidental or consequential damages by reason of any breach of warranty or defect in material or workmanship.
2. Prices: Unless otherwise stated, prices are $US.
3. EXW Charlotte, NC Seller’s option.
4. Modification: The terms, conditions and specifications herein are not subjected to modification except on written request agreed to in writing by the Seller.
5. Electrical Codes: The equipment listed above may or may not conform to local electrical codes, NEMA or JIC standards. If compliance is mandatory, Buyer is to bear all cost of all required modifications, labor and material unless specifically outlined in proposal.
6. Testing: Buyer will provide Seller with a reasonable amount of material for machine testing prior to Factory Acceptance Test.
7. Acceptance: All contracts and orders are subject to final acceptance by Pinnacle, 11325-A Nations Ford Road, Charlotte, NC 28134
8. Damages and Claims: Claims for shortage and/or damages as well as rejections for defects must be made in writing by Buyer within maximum of 15 days after receipt of shipment, except transportation damage or loss is to be reported at once to the delivering carrier and the Seller.  Shipping containers must be retained for evidence, if applicable.  Buyer must have shipment inspected by carrier and furnish the Seller with a copy of the inspection report.  In case of noncompliance with the foregoing, Seller cannot assist Buyer in recovering from carrier(s) and Buyer must honor Seller’s invoice.
9. Taxes: Prices quoted do not include any federal, state, city or local sales, use, or occupational tax.  Any taxes legally required to be collected by Seller will be added to the invoice or billing separately.
10. Collection: in the event this order is not paid within the terms of the purchase agreement covering the merchandise, the Seller may place this account for collection, in which case the Buyer will be liable for collection costs and all reasonable legal fees.
11. Conditions: The clauses contained herein supersede and take precedence over any other clauses, terms or conditions.
12. Indemnification: Buyer shall indemnify and hold harmless Seller, its successors, assigns, customers, directors, officers, employees and agents against any and all liability, costs, expenses (including reasonable attorneys’ fees), damages, claims, and causes of action arising out of the manufacture or sale of the goods or services, by any negligent act or omission of Seller, or arising out of the performance of any work or any other activity by Seller, it’s subcontractors and agents on Buyer’s premises and upon the tendering of any such suit or claim to Seller to defend the same at Buyer’s expense. The foregoing indemnification shall apply whether Seller or Buyer defends such suit or claim.
13. Limitation on Liability: Any action by Buyer arising out of or related to this purchase must be commenced within one year after the scheduled date of delivery of the goods or services ordered. Seller’s liability on any claim of any kind arising out of or related to this Purchase Order shall in no case exceed the purchase price of the goods or services which give rise to the claim.
14. General: The Contract arising pursuant to this Order shall be governed by the laws of the State of North Carolina without regard to its conflict of laws provisions.  The parties expressly agree that this Agreement and any Agreement, undertaking or performance that may be promised, performed or executed to implement this Agreement shall not be subject to and shall not be interpreted by the United Nations Convention on Contracts for the International Sale of Goods.
15. Storage: If after 10 days from the date that Pinnacle provides Buyer notice that an order is ready to ship, if the Buyer is unable to authorize or accept shipment, the order shall be placed in suitable storage by Pinnacles. Storage charges will be charged on the account of the Buyer based upon the dimensions of the order.
16. Intellectual Property: The proposals, designs, drawings, operating manuals, software, and/or code related to and/or embodied in the equipment (hereinafter IP) set forth in the subject Purchase Order (hereinafter purchased equipment) is and remains the property of Pinnacle. Pinnacle deems this IP proprietary, of great value to Pinnacle’s business, and does not alienate the IP with the sale of the purchased equipment.  Pinnacle, instead, grants Buyer a license to the IP limited to the use of the IP with the purchased equipment.  The IP may not be used or copied for any purpose including reproduction of the purchased equipment or reproduction of any subcomponent of the purchased equipment, without the express written consent of Pinnacle, that will not be unreasonably withheld.  Buyer shall not reverse engineer, modify, decompile, analyze the composition of, create other works from, or disassemble any of Pinnacle’s equipment, without the express written permission of Pinnacle.
17. If Buyers fails to complete this purchase or terminates this agreement before delivery, Seller may retain, as liquidated damages, all funds actually paid at the time Seller receives notice of default.