TERMS AND CONDITIONS OF SALE
1. GOVERNING TERMS
These Terms and Conditions of Sale (“Terms”) apply to and govern the sale by Shur-Co, LLC (“Shur-Co”) of all products (“Products”) purchased from Shur-Co®. Shur-Co® offers to sell Products solely pursuant to these Terms and any acceptance of Products from Shur-Co® is expressly subject to and limited by these Terms. Any additional or different terms proposed by Buyer in any offer, acceptance, confirmation, or other document are rejected by Shur-Co® and do not bind Shur-Co®.
2. PRICES; ADDED CHARGES
The prices for Products are those established by Shur-Co®. The established prices are good only for a period of 30 days. In the event delivery, for any reason out of Shur-Co’s control (by way of example and not limitation – labor shortages, materials shortages, and supply chain and delivery issues whatever the cause) is not made prior to the end of the 30-day period, the prices may be subject to increase to reflect then-current Shur-Co® prices. Shur-Co® is required by law to collect sales, use, excises, and similar-type taxes on Products shipped to states where applicable. If tax exempt, a copy of Buyer’s tax-exempt certificate must accompany Buyer’s order.
3. ACCEPTANCE OF ORDERS ALL SALES FINAL; ORDER CANCELLATION OR CHANGE
All orders are subject to written acceptance by Shur-Co®, at Shur-Co’s discretion. Shur-Co® will not ship Products for unaccepted orders. All sales are final. Buyer may not cancel or change an order for Products, except upon the written consent of Shur-Co®, such consent to be in Shur-Co’s discretion. If Buyer cancels or changes an order for Products, Buyer will reimburse Shur-Co® for all work-in-process, materials, subcontractor costs, vendor costs, internal labor costs, and any other costs of Shur-Co® associated with the canceled or changed order., In addition, Buyer will be liable to Shur-Co® for lost profits and any other consequential and other damages incurred by Shur-Co® as a result of such cancellation or change.
4. PAYMENT
All payments for Products must be prepaid before Products are shipped, unless an account with terms has been established prior to order. We accept American Express, Discover, Visa, MasterCard, and payments by phone or mail. All credit card transactions will include a processing fee. If extended by Shur-Co® to Buyer, Shur-Co®, at any time, may change or withdraw Buyer’s credit or impose security or other arrangements to secure Buyer’s payment. All amounts past due will incur a late charge of 1.5% per month. To secure payment by Buyer, Buyer grants Shur-Co® a priority security interest in all Products sold to Buyer until the date the amount for such Products has been paid. Until such time as Buyer has made payment, in full, to Shur-Co®, including late fee and other charges of Shur-Co®, Shur-Co® may retake from Buyer possession of the Products, wherever located, by legal process or self-help; and Buyer agrees to provide to Shur-Co® access to and possession of the Products in the event Shur-Co® determines it must retake possession of the Products. The remedies of Shur-Co® provided in these Terms are not exclusive and Shur-Co® may, in addition to taking repossession of the Products, avail itself to all other rights and remedies, at law, in equity, or otherwise.
5. TITLE; RISK OF LOSS
All Products are sold FOB from such location determined by Shur-Co®. Title to and risk of loss of Products will pass to Purchaser upon delivery to the carrier at such a location determined by Shur-Co®.
6. SHIPPING
There will be no full freight allowed or prepaid shipment accepted unless quoted and approved in writing by Shur-Co® prior to acceptance of Buyer’s order. All shipments are made by the means determined by Shur-Co®, in its discretion, unless specific routing instructions are furnished by Buyer. To ensure delivery of orders, Buyer must provide Shur-Co® Buyer’s delivery address and telephone number. Shur-Co® is not responsible for incomplete or inaccurate information provided by Buyer.
7. INSPECTION
Any Buyer claims related to Products shipped related to quantity, quality, or damages must be made, in writing, by Buyer to Shur-Co® within 10 days of receipt of Products. Buyer will be deemed to have accepted Products absent written notice to Shur-Co® within the allowed 10-day period. All claims for damages or loss in transit must be made with the carrier and Shur-Co® is not liable to Buyer.
8. BREACH
Any one of the following acts by Buyer will be a material breach by Buyer of these Terms: (a) Buyer fails to pay for any Products when due; (b) Buyer fails to accept conforming Products; (c) the filing of a voluntary or involuntary petition in bankruptcy against Buyer, Buyer’s insolvency, or an assignment for the benefit of creditors of Buyer; or (d) Buyer’s failure to provide adequate assurance of performance within ten (10) days after demand by Shur-Co®. In the event of a breach, Shur-Co®, in addition to all other rights or remedies under these Terms, at law, or in equity and without liability to Buyer, may terminate its obligations by written notice to Buyer. Buyer will pay all costs, including reasonable attorneys’ fees, incurred by Shur-Co® because of Buyer’s breach.
9. FREIGHT DISCOUNT POLICY
Freight discount applies to Distributors in the continental US for purchase orders over $5,000. Alaska, Hawaii, and Puerto Rico distributors will receive free freight for qualifying orders to freight forwarders in the continental US. Free freight applies to Canadian distributors for purchase orders over $7,000. To assist with the Prepaid Freight Policy Transition, Shur-Co® will extend a $1,000 reduction with the minimum prepaid threshold in 2025, making domestic minimum orders $4,000 & outside of the continental U.S. $6,000. Free freight only applies to orders that meet the minimum dollar threshold after discounts, rebates or promotions. Free freight only applies to standard ground shipments to distributor locations. Extra costs will be incurred for expedited delivery, lift gate charges, non-standard business delivery requests, or requests for preferred carriers. Free freight on partial shipments or split shipments will be provided if the value of each partial shipment or drop is more than the free freight minimum. Free freight orders will be subject to overlength surcharges and exclude certain systems – refer to our overlength surcharge policy. All dealers must comply with our MAP program to take advantage of our free freight policy. All other orders will be priced F.O.B. with freight prepaid and the freight charge added to the invoice.
10. DROP SHIPMENT POLICY
Drop shipments will receive a 20% surcharge if an order is shipped to a location other than the distributor’s main store or branch locations. This surcharge does not apply if the distributor arranges their own freight.
11. REPACKING POLICY
Every effort is made to ensure the product is properly packaged for shipping. If a customer requests their order to be packaged a certain way after their order is ready for shipment and without any prior notification, a $100 handling fee will be assessed.
12. MINIMUM ORDER POLICY
Each purchase order must be $100.00 or greater. For orders that fail to reach the minimum order size, a $25 surcharge will be applied. During peak season, the minimum order size may be amended to reflect changes to market conditions.
13. EXPEDITED ORDERS POLICY
Expedited orders will be prioritized for in stock parts, or a suitable replacement part, if ordered by 2:00pm local time at in stock location. These orders must be placed by phone with your Customer Service Representative to determine inventory availability by location and its local time for NDA cut off. Expedited freight will be the responsibility of the distributor. There will be a $25 surcharge for expedited orders.
14. RETURNS & STOCK ADJUSTMENTS
Returned goods process is for Distributor customers only. All returned goods must have an RGA number clearly marked on the outside of the returned package. Contact your Customer Service Representative for a Return Goods Authorization (RGA) number prior to returning a Shur-Co® product. All returned goods must be new, unused, clean and in a sellable condition. Only products shipped from Shur-Co® within the past 60 days may be returned and cannot exceed 5% of the previous year’s total sales. All products must be returned within 30 days of the RGA date or the RGA will be canceled. The Distributor is required to arrange freight and responsible for all return freight charges. In the case of a dispute, the Distributor must provide tracking and proof of delivery to obtain credit. Products not specifically listed in the Shur-Co® Distributor Catalog may be considered customs. These products will include a 20% handling and restocking fee and may be returned at the sole discretion of your Shur-Co® Customer Service Representative. Returns for manufacturing, fulfillment, or shipping errors must also be accompanied by RGA numbers. These must be completed within 90 days of the original shipment from Shur-Co. In these cases, Shur-Co® will provide return shipping directions and waive all applicable fees. The Distributor is responsible for timely return.
Stock Adjustments will be allowed once a fiscal year according to the distributor’s location that items originally ship to and cannot exceed 5% of the previous year’s total sales. All items will have the same rules as outlined above in returned goods and will be based on purchased price. A list of items must be presented to Shur-Co® Customer Support Representative for approval. Shur-Co® will supply the distributor with the Shur-Co® facility that the items will need to be returned to, the distributor will be responsible for arranging the return freight to Shur-Co® and all charges. The distributor will supply an offsetting purchase order of equal or greater value of the approved RMA. Stock adjustments will not be subjected to the 20% return fee on approved items.
15. RETURNS & STOCK ADJUSTMENTS
The Minimum Advertised Price Policy applies to all Distributors of Shur-Co® products that wish to be included in Shur-Co® promotions, discounts, and other marketing programs. Distributors not participating in these programs are not bound by this policy.
The minimum advertised price for a particular product is calculated from the current Shur-Co® price file by multiplying the MSRP by 87.5%. (MAPP = MSRP*.875).
Distributors shall not advertise or quote prices below the product’s MAPP without written approval by Shur-Co®. Exceptions include products at a special discount during promotional periods offered to all customers.
The MAPP applies to all advertisements and promotional materials relating to all Shur-Co® Products, whether printed or digital, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, web sites, email, television, radio, and public signage.
16. LIMITED WARRANTY
Shur-Co® warrants all new Products are free from defects in materials and workmanship for a period of 90 Days after delivery to Buyer with the exceptions of extended warranty listed below. This limited warranty is effective only if Products are properly installed and used for the purpose for which they were intended. This limited warranty applies only to original purchaser “End User” and is not transferable. All used, refurbished, reconditioned, or rebuilt Products have no warranty. Shur-Co® warranties are subject to change, for the most up to date policies please visit www.shurco.com.
Product warranty returns must be accompanied by a return merchandise authorization number (RMA), which can be obtained by calling Shur-Co® Customer Service and sent, with freight paid, by Shur-Co®. All Products returned without an RMA# will be refused. When Shur-Co issues the RMA, Shur-Co® will also issue a call tag to have a freight or delivery company, as determined by Shur-Co®, pick up the Products. C.O.D. warranty returns will not be accepted. Shur-Co® will not pay any storage charges for a Product warranty return prior to pick-up. If Shur-Co® determines, in its discretion, a Product returned for warranty service is defective in material or workmanship, Shur-Co® sole obligation under this limited warranty is limited to the repair or replacement of defective Products. Repair or replacement will be at Shur-Co® sole discretion, with replacements being made using current products performing in the equivalent function. Labor charges, other than those incurred at Shur-Co® facilities, including, but not limited to, any labor to install a repaired or replacement Product, are not covered under this limited warranty.
If Shur-Co® determines, in its discretion, a Product returned for warranty service to be non-warrantable, Shur-Co® will contact Buyer for authorization to perform needed repair to the Product or the purchase of a replacement Product, in either instance at Buyer’s sole cost or expense. Payment authorization must be received by Shur-Co® before any non-warrantable Product is repaired, replaced, or returned.
Extended Warranty Past 90 Day Limited Warranty
Super Duty Shur-Lok® – 12-month Limited Warranty.
Diamond Core™ Tarp – 24-month Limited Warranty.
Tarp Motors – 40 months apart from 1802066 Motor – 1 year.
SHURLINK™ Components – 1 year.
Hydraulic Valving, Cylinders, & Power units – 1-year.
Aluminum 1-Piece Arm – Limited Lifetime
Pull Style & Spring-Loaded Roller’s Internal Axle Spring – 1 year.
SWAT® & WASTE WARRIOR™ Steel Framework – 3 years.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY CONSTITUTES SHUR-CO’S SOLE LIABILITY AND OBLIGATION, AND BUYER’S SOLE REMEDY, FOR ANY BREACH OF WARRANTY OR OTHER NONCONFORMITY OF PRODUCTS. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. SHUR-CO MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. SHUR-CO DOES NOT EXTEND THIS WARRANTY AND BUYER MAY NOT TRANSFER IT TO ANY THIRD PARTY.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL SHUR-CO BE LIABLE TO BUYER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING FROM OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREUNDER, EVEN IF SHUR-CO® KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL SHUR-CO’S TOTAL LIABILITY FOR ANY CLAIM (INCLUDING ANY WARRANTY CLAIM), WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL THEORY, EXCEED THE TOTAL AMOUNT BUYER PAID TO SHUR-CO® FOR THE PRODUCTS GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
17. ACKNOWLEDGMENT
Buyer acknowledges Shur-Co® has agreed to sell Products to Buyer, in reliance on the limitations of liability, disclaimer of warranties, exclusive remedies, and all other provisions of these Terms, and such provisions form an essential basis of the bargain between the parties, without which Shur-Co® would not have agreed to sell Products to Buyer.
18. INDEMNITY
Buyer will defend, indemnify and hold harmless Shur-Co® and its owners, managers, officers, employees, and agents from and against any losses, damages, claims, liabilities and expenses, including attorneys’ fees, arising from or related to Buyer’s or Buyer’s customers’ purchase or use of Products. In the event any such losses, damages, claims, liabilities or expenses are caused solely by a breach of Shur-Co’s applicable limited warranty, Shur-Co’s liability, if any, will be only to Buyer and will be limited as set forth in such limited warranty.
19. INTELLECTUAL PROPERTY
All products, designs, devices, software, firmware, documents, data, processes, methods and other items designed, developed or produced by Shur-Co® in connection with any Products are the sole property of Shur-Co® and are not “works made for hire” or “commissioned works.” Shur-Co® retains all patents, copyrights, trade secrets and other intellectual property rights with respect to any design, process, manufacturing, and other technologies used in or resulting from the development or production of Products. Neither Buyer nor any other person has any right or license in or to any patent, copyright, trade secret or other intellectual property right not expressly granted by these Terms.
20. CONFIDENTIAL AND PROPRIETARY INFORMATION
All information Buyer obtains, directly or indirectly, from Shur-Co® which Buyer knows or should know is confidential to Shur-Co® will remain Shur-Co® confidential information. Buyer may not use for its or another’s benefit or disclose such confidential information to any person.
21. LEGAL COMPLIANCE
Buyer will comply with all applicable laws, statues, ordinances, regulations, and rules governing the purchase and sale of Products, including export and import laws.
22. ASSIGNMENT
Buyer may not assign any of its rights or delegate any of its obligations under these Terms, whether voluntarily, by operation of law, by merger, reorganization, asset sale, stock sale or otherwise, without Shur-Co® prior written consent, and any purported assignment or delegation without consent will be null and void. Shur-Co® may assign its rights and/or delegate its obligations under these Terms in its discretion and without notice to Buyer. Subject to the foregoing, these Terms bind each party and its successors and permitted assigns.
23. FORCE MAJEURE
Shur-Co will not be liable for any delay or failure by Shur-Co® to furnish Products due to causes beyond its control, such as acts of God, fires, epidemics, pandemics, floods, riots, wars, terrorism, labor disputes, governmental actions or the inability to obtain sufficient materials, labor, components, energy, services, facilities or transportation on commercially reasonable terms.
24. WAIVER
Shur-Co’s waiver of any right it may have or any default by Buyer will not be a continuing waiver of such right or default or a waiver of any other right Shur-Co® may have under these Terms. No waiver by Shur-Co will be effective except pursuant to a writing signed by Shur-Co®.
25. GOVERNING LAW; VENUE
The laws of South Dakota, without regard to principles of conflict of laws, will govern the validity, performance and construction of these Terms and any disputes arising from or relating to these Terms or the Products. All disputes will be subject to the exclusive jurisdiction of the state or federal courts in Yankton County, South Dakota, and Buyer consents to the personal and exclusive jurisdiction and venue of these courts.
26. ENTIRE AGREEEMENT; AMENDMENT
These Terms constitute the entire agreement between Buyer and Shur-Co® regarding the Products and expressly supersede and replace any prior or contemporaneous agreements relating thereto. These Terms may not be superseded, canceled or amended except in a writing signed by each party. No other act, course of dealing, course of performance or usage of trade will supersede, cancel, modify or amend these Terms. If any provision of these Terms is determined to be invalid or unenforceable, such provision will be enforced to the extent possible and the remaining provisions will remain in full force and effect.
27. WEBSITE/ECOMMERCE SECURITY
Our servers use Secure Sockets Layer (SSL), an advanced encryption technology that works with all popular web browsers such as Microsoft Internet Explorer, Firefox, Google Chrome and AOL. This technology attempts to safeguard your personal information. We do not sell your personally identifiable information to others.
We are committed to ensuring that your information is secure. To prevent unauthorized access or disclosure we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online. Your credit card information is not stored on our site. By using this site, you agree to these terms of use. Shur-Co® reserves the right, at any time, to modify, alter or update these terms, and you agree to be bound by such modifications, alterations, or updates.
28. WEBSITEE/ECOMMERCE COPYRIGHT
All site design, text/copy, graphics, interfaces and the selection and arrangements thereof are ©2010 - Present Shur-Co®, all rights reserved. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with Shur-Co® or using this site as a shopping resource. Any other use of materials on this site, including reproduction for purposes other than those noted above, modification, distribution or republication without prior written permission of Shur-Co® is strictly prohibited.
29. WEBSITE/ECOMMERCE PRIVACY POLICY
When you make a purchase from our site, you provide your name, address, phone number, e-mail address and credit card information. We use this information to process your order(s) only. We will not knowingly provide your name to any source outside of Shur-Co®. Our secure servers protect information using advanced encryption and firewall technology. To most efficiently serve you, credit card transactions and order fulfillment are handled by reputable third-party banking and distribution institutions. They receive the information needed to verify and authorize your credit card and to process your order. They are under strict obligation to keep your personal information private
