Terms & Conditions of Sale

Governing Provisions. These Terms and Conditions (“Terms”) are the only terms that govern the purchase and sale of products in the price list of Bell Laboratories, Inc. dba Motomco (“Bell”) (“Products”) provided herewith to the customer (“Customer”) and in effect on the date Bell confirms in writing that a purchase order is accepted (“Order Confirmation”). These Terms and the Order Confirmation (“Agreement”) constitute the entire agreement between Bell and Customer with respect to the purchase and sale of Products, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Bell’s offer to sell Products to Customer and Bell’s acceptance of any purchase order or other Customer document is conditioned upon Customer’s assent to the terms of the Agreement. No additional or different terms or conditions, including any contained in a purchase order, acknowledgement, or other form or correspondence from Customer shall be of any force and effect, and Bell hereby objects to any such additional or different terms or conditions. No alteration, waiver, modification of or addition to the Agreement shall be binding on either party unless set forth in a writing that expressly states that it is an alteration, waiver, modification of, or addition to the Agreement and is signed by Customer and an authorized customer service representative of Bell.

Product Information. All Product descriptions, specifications, marketing and related educational materials and information provided by Bell represent the Products accurately but are not binding. Bell reserves the right to make changes or improvements to any Products without notice.

Acceptance; Credit Approval. Nothing in these Terms shall oblige Bell to accept any purchase order from Customer. All orders are subject to approval and acceptance at Bell’s offices in Windsor, Wisconsin and credit approval. Any credit extended to Customer is done at Bell’s sole discretion and subject to Bell’s credit requirements. If Customer’s credit is not approved or, if in Bell’s sole opinion, Customer has not demonstrated sufficient financial ability to pay within these terms or otherwise satisfy these conditions, all orders shall be paid in advance or Bell may cancel the order.

Pricing and Payment. Price quotations are in U.S. currency and set out in Bell’s price list provided to Customer and in effect on date a purchase order is accepted, and are subject to change or termination by notice. Pricing for an order that is delayed at Customer’s request more than 60 calendar days shall be subject to review and modification. Customer shall be liable for any applicable taxes and tariffs, duties, and related charges in connection with sale and shipment of the Products. Such taxes, tariffs, duties, and charges, unless expressly included in the price, shall be added to the invoice as a separate charge to be paid by Customer. Customer may not make or take any deduction, set-off, or other adjustment without prior written approval from an authorized customer service representative of Bell. Order quantities and amounts must meet stated minimums for Products. Customer must keep its account current at all times and Bell may withhold shipments, payments, or other benefits if an account is not current. Unless stated otherwise on the Order Confirmation, payment terms are net 30 days, date of delivery, to approved credit. A 1.5% per month service charge shall be applied to all invoices 30 days or more past due. Customer shall pay Bell’s costs of collection, including reasonable attorneys’ fees and expenses.

Shipping and Delivery. Products are shipped per the freight terms on the Bell order acknowledgment or invoice, or, in the absence of such statement, F.O.B. Bell’s facilities in Windsor, Wisconsin, and title to, and risk of loss for, the Products shall pass to Customer upon leaving Bell’s facilities. If Bell pays freight on the Products ordered, Bell may designate the means of transportation and routing. If Customer requires alternative means of shipment, Customer will pay any resulting costs. Under no circumstances will Bell be liable for failure to ship, or for Customer’s failure to receive, Products by a certain date.

Shipping Claims; Cancellation and Modification; Rejection: Customer must notify Bell and the carrier within 2 days of receipt of Products of any shortage in, damage to, or loss of the Products. Failure by Customer to give such notification shall result in a waiver of all claims which Customer may otherwise have against Bell for such shortages, damages, or loss. No order may be cancelled or modified by Customer except on terms and conditions acceptable to Bell, as evidenced by a written consent from an authorized customer service representative of Bell. Any rightful rejection of Products by Customer must be made within a commercially reasonable time by written notice to Bell, but in any event within 2 days following the date of Customer’s receipt of such Products.

Returns and Exchanges. Products may be returned with prior written approval from Bell. Unused products in original packaging may be returned within 4 weeks of the ship date for a refund or exchange. Requests later than 4 weeks are subject to a 15% restocking fee. No returns accepted on hazardous materials or products not in resalable condition.

Warranty; Remedy. Bell warrants that each product conforms to Bell’s applicable Products specifications at the time Bell ships each Product. If a product does not conform to this warranty, Customer’s sole and exclusive remedy is, at Bell’s option, replacement of the nonconforming product or refund of its purchase price. Customer must bring a claim for breach of warranty within 30 days of discovery of such non-conformance but in no event later than one year after Bell’s delivery of such Products. The foregoing warranty and remedy shall not apply to experimental or developmental Products, which are sold “as is” and without any warranty. THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF A COURSE OF DEALING, PERFORMANCE, CUSTOM, OR USAGE OF TRADE, WHICH OTHER WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED, AND THE REMEDY PROVIDED IN THIS SECTION SHALL BE CUSTOMER’S SOLE REMEDY IN THE EVENT SUCH WARRANTIES ARE BREACHED. Without limiting the foregoing, Bell’s Product warranty does not cover and Bell is not liable for loss or damage arising from or related to: (a) alterations, modifications, or repairs made by Customer or others; (b) abnormal use, wear, tear, erosion, or corrosion; (c) improper storage by Customer or others; (d) improper installation; and (e) color variation, fading and spotting. The liability of Bell arising out of the sale, use, inability to use, performance, or operation of Products whether in warranty, contract, or tort, shall not in any event exceed the cost of furnishing a replacement for non-conforming Products as provided above. BELL SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR LABOR COSTS) ARISING FROM THE SALE, USE, INABILITY TO USE, PERFORMANCE, OR INSTALLATION OF ANY PRODUCTS OR ANY BREACH OF THE AGREEMENT. Any legal action or suit against Bell in any way arising from the duties and obligations of Bell with respect to any Products must be commenced within one year after Bell’s delivery of the applicable Products.

Misuse. Pest control Products can be hazardous if misused. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products. Customer shall carefully read and follow all Product labels, instructions, safety data sheets, and applicable laws/regulations. Customer at its own expense shall defend, indemnify, and hold Bell harmless from and against all damages, costs, and expenses (including reasonable attorneys’ fees) arising from any claim arising from misuse of the products.

Force Majeure: Bell shall have no liability arising out of any failure or delay in the performance of any obligation where such failure or delay arises out of any cause beyond the reasonable control of Bell, including, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war, pandemic, terrorism, civil disturbance, material and labor shortages, strikes or other labor unrests, embargoes, and other governmental actions, orders or regulations.

Miscellaneous: The sale of Products hereunder shall be governed by the internal laws of Wisconsin without reference to principles of conflicts of laws. Each party agrees that all actions, claims, disputes, or proceedings arising from or in connection with the sale of Products hereunder shall be brought in a state or federal court situated in Dane County, Wisconsin. Customer shall not raise any claim of inconvenient forum with respect to any court so located. Customer may not assign its rights and responsibilities relating to the purchase of Products without the prior written consent of Bell. No waiver of any default is a waiver of any other or subsequent default. The relationship between Bell and Customer is that of independent contractor. Nothing in the Agreement shall create any agency, partnership or other joint enterprise, employment or fiduciary relationship and neither party shall have the authority to contract for or bind the other party in any manner whatsoever.