Contact Information
Max Berlin, President
Karl Huf, Vice President
Doug Fisk, Inside Sales Coordinator
- Telephone:
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- 215/357-5656
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- FAX
- 215/357-8004
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- Physical Address
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- 400 Pike Road
- Huntingdon Valley, PA 19006
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STANDARD MELROSE TERMS AND CONDITIONS:
MELROSE Terms & Conditions of Sale; and Intellectual Property
Any reference to Melrose
Technologies Division of Jay Bee Machine Works, Inc.,
hereinafter ‘MELROSE’ includes any affiliates, including but not
limited to Jay Bee Machine Works,
Inc. and future related companies of Melrose Technologies Division of Jay Bee
Machine Works, Inc., MELROSE Terms and Conditions apply to all purchases
(including service work) and sales of items offered here and elsewhere, and by
your purchase means you have accepted our Terms and Conditions of Sale in effect
as of the date of purchase.
We disclaim any other Terms
and Conditions contained in any customer purchase order, order form or otherwise
unless expressly agreed to by MELROSE
in writing.
Purchases must be strictly in
conformity with these Terms and Conditions; inconsistent or conflicting terms in
any purchase order or sale acknowledgment are rejected and shall be controlled
by these Terms and Conditions unless agreed to by the customer and MELROSE in a
separate mutual writing.
Additional terms are not
binding unless agreed to by an officer of MELROSE in a separate writing. We
reserve the right to decline fulfilling orders at our discretion.
Our services, drawings,
parts, systems and products constitute original works and selections and
arrangements of data compiled by MELROSE and are protected works and
compilations under the U.S. Copyright Act. All rights in products manufactured
or distributed by MELROSE are reserved by Melrose Technologies Division of Jay
Bee Machine Works, Inc., .
Customers transacting
e-Commerce business with MELROSE on our website and/or via third party platforms
are subject to these terms and the website Terms of Use, and other limitations
appearing on and applicable to visitors and users of our website, found at www.autoliftsandparts.com.
Product:
Prices and charges quoted are
subject to change without notice. All prices are quoted in U.S. dollars. We
reserve the right to pass on any surcharges or impose purchase restrictions or
limits at any time.
Prices and terms Acknowledged
by MELROSE from any customer purchase order, signed quotation, or sales order
are the agreed upon pricing and terms and cannot be changed by the
Buyer/Customer unless specifically agreed to in writing by an Officer of MELROSE
and are also subject to material and process availability.
Any and all special tools,
assemblies, fixtures, drawings, et al, required for the performance of the work
described in the customer purchase and acknowledged by MELROSE which have been
designed and/or built or sold by MELROSE shall be and remain our property,
unless the customer was charged explicitly in writing to make them.
Order Cancellation by
Customer:
In the event of the
customer’s cancellation of an order, the customer shall reimburse MELROSE for
the work completed and work in process, including but not limited to the cost of
any materials, processing, lost time, engineering, and other expenses incurred
in connection with such order. MELROSE
does reserve the right to disregard such cancellation in the event the cost of
the work incurred, including but not limited to the cost of materials,
processing, engineering, and other expenses exceeds 90% of the total purchase
price. MELROSE also reserves the right to invoice cancellation charges for
unrealized profits and unrealized resource utilization in the event MELROSE
dedicated resources for a time period that exceeds (4) weeks beyond the
cancellation date.
Charges:
All orders are FOB MELROSE,
Huntingdon Valley, PA, unless otherwise agreed to in writing by an Officer of
MELROSE. . All customer orders are
subject to applicable shipping, freight, taxes, permits, licenses, processing
charges, etc. All shipping charges will be subject to any carriers published
rates plus an additional reasonable handling charge per order. Carrier
Surcharges: Carriers may impose surcharges, which vary by carrier and may change
at the carrier’s discretion. MELROSE will pass on the surcharge to be paid by
the customer.
Terms/Billing
Options/Payment or Invoices by Customer
Net 30 days on approved open
accounts from date of invoice. In addition to open accounts, we also accept
cash, C.O.D. and most major credit cards (subject to a 3% convenience charge per
transaction).
MELROSE has multiple
payment/billing options. If an open account customer fails to make full payment
within thirty (30) days from date of invoice, MELROSE may defer any further
shipments or other orders, or cancel any portion of an unshipped order. In any
event, the customer shall be responsible for the full purchase price of all
items that MELROSE acknowledged to the customer as defined in principal or part
on the customer Order. All customer’s merchandise in MELROSE’s possession
shall be subject to a general lien for all moneys owing by the customer to
MELROSE., , whether or not due or payable, and whether or not such moneys are
owing to MELROSE for materials, equipment used in processing, lost time,
engineering, tooling, equipment and other expenses incurred in connection with
such product by MELROSE per the customer’s Order so Acknowledged by, and
MELROSE further reserves the right to charge interest on overdue invoices at the
rate of 18% per annum (1.5% monthly) or at the highest rate available under
applicable law.
It is understood and
agreed that customer will pay, to the extent permitted under law, all reasonable
costs and expenses, including attorney’s fees, collection agency fees and
court costs incurred by MELROSE in connection with any collection action for
payment of the amounts due herein. MELROSE makes available certain payment
processes through which you can provide
payment information to us when you pay for your order our “Authorized Payment
Processes” include providing payment by check, credit card, ACH or Wire
Transfer.
MELROSE will confirm payment
information in writing to the Customer. Customer is responsible to verify such
payment instructions verbally to MELROSE accounting personnel at the published
MELROSE phone number of 215-357-5656. In the event monies transferred through
any of these media does not reach MELROSE thru MELROSE’s designated financial
institution or the physical check at MELROSE address for any reason whatsoever,
the liability for payment of the invoice lies with the Buyer.
MELROSE expressly disclaims
all responsibility regarding the collection. Shipments are made Monday through
Friday, during regular business hours only. Most orders are shipped via UPS or
USPS. MELROSE also uses various
carriers for different regions. Hazardous materials require special handling may
be subject to local, state and federal regulations which may delay or prohibit
shipments. Hazardous materials will not be shipped to Alaska or Hawaii or
exported outside of the contiguous United States. All orders are shipped F.O.B.
MELROSE’s facility. Title and risk of loss pass to customer on delivery to the
common carrier or upon customer pickup. Orders placed on Fridays after 2PM local
time, weekends or holidays will be shipped on the next regular business day. Any
request for a proof of delivery shall be made by customer to MELROSE within
thirty (30) days of the invoice’s due date.
Please check with your
MELROSE sales representative for more information at order time. See
Warranties-Limited Liability. Damaged or Lost Shipments UPS, Fed-Ex Ground,
other package carriers & Prepaid Truck Shipments (MELROSE carrier):
Check your order immediately
upon arrival. All damages must be noted on delivery receipt. All shortages and
damages must be called into MELROSE at (215) 357-5656 or e-mailed to sales@melrose1931.com
within 7 calendar days of arrival.
Truck Shipment (when you
select the carrier): Check your order immediately upon arrival. All visible
damages must be noted on delivery receipt. All damages and shortages must be
called in to the carrier you chose within 7 days. All damaged containers/boxes
and merchandise must be kept for your carrier to inspect. At that time, you must
file a claim with your carrier. Damaged Hazardous Materials must be returned
through the freight company prior to acceptance of delivery (See Returns and
Repairs Section).
INSPECTION:
General Warranty: EXCEPT AS
SET FORTH HEREIN, MELROSE, . MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL,
EXPRESS OR IMPLIED.
MELROSE, DISCLAIMS ANY
EXPRESS OR IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, WORKMANSHIP, QUALITY, DURABILITY, SUITABILITY, OR
NON-INFRINGEMENT INCLUDING WITHOUT LIMITATION IN THOSE INSTANCES WHERE CHANGES,
ALTERATIONS OR MODIFICATIONS ARE MADE IN MATERIALS OR MERCHANDISE AT THE REQUEST
OR INSTRUCTION OF THE CUSTOMER, AND THE CUSTOMER AGREES NOT TO CLAIM OR COMMENCE
SUIT AGAINSTMELROSE BASED ON ANY SUCH DISCLAIMED WARRANTIES. OUR OBLIGATION IS
LIMITED ONLY TO THE REPAIR OR REPLACEMENT OF DEFECTIVE PARTS OR, AT OUR SOLE
OPTION, TO THE REFUND OF THE PURCHASE PRICE.
A full refund will be given,
subject to our inspection, for any defective item returned to us in its original
packaging and received by us within 30 days of the date of shipment in its
original packaging. MELROSE reserves the right to negotiate. In the event a
credit is agreed upon by MELROSE, remittance will be in the form of credit for
future orders. This Warranty shall not apply to products which are not returned
in the original packaging.
MELROSE’s
Responsibility:
The customer recognizes that
MELROSE is a DISTRIBUTOR, providing manufacturer’s products, and as such, any
products manufactured by companies MELROSE distributes for are the sole
responsibility of said manufacturer.
Purchase Order, drawings,
with defined dimensions, tolerances and specifications. MELROSE’s liability
hereunder for any claim of loss or damage of any kind whatsoever by the customer
arising from a breach of any such specifications shall be limited to replacement
by MELROSE at an agreed upon time frame. MELROSE shall be given the opportunity
to inspect the material or product, and materials or merchandise must be
returned in the same condition and packaging as when originally delivered
MELROSE. MELROSE reserves the right
to negotiate.
Limited Liability:
IN NO EVENT SHALL MELROSE BE
LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES
OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF
THE PURCHASE/ORDER, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED OPPORTUNITY
OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Furthermore, MELROSE assumes
no liability (zero) or responsibility (zero) for any and/or all customer
supplied products (equipment) or materials, and any liability is the sole
responsibility of the customer or whoever the customer obtained said product,
equipment, service performed thereto, including but not limited to installation,
repair, or maintenance.
Notwithstanding the
foregoing, MELROSE’s liability shall not exceed the sum of quantity defective
multiplied by the unit pricing as defined in the customer Order or $10,000.00 in
the aggregate, whichever is less. All quotations, purchase order
acknowledgements, agreements or modifications are contingent upon and subject to
any and all occurrences beyond MELROSE’S control such as computer or
electronic interruptions, mechanical or electrical breakdowns, strikes, labor
slowdowns, war, terrorism, pandemic's, riots, severe weather conditions,
accidents, theft, material and/or equipment shortages, natural disasters, acts
of God or any other forces beyond the reasonable control of MELROSE, LTL
shipments and other non-scheduled carriers, back ordered items, replacement
orders, new accounts (first order), orders requiring credit review, and supplier
deficiencies.
Processing or assembly of any
such item(s) by the customer or any other party shall constitute a waiver of any
liability on our part, unless agreed to by MELROSE. Warranty
claims must be submitted within 30 days of receipt of goods. MELROSE does not
maintain any responsibility or liability due to materials imperfections or
outside service issues, other than to seek to have the outside service performed
again or the material replaced.
Responsibility:
The value of the defective
product, service or material is our only liability. We do not warrant or
represent that the customer products sold by MELROSE complies with the
provisions of any law, particularly the Walsh-Healey Public Contracts Act, and
the Occupational Safety and Health Act of 1970, and regulations promulgated
thereunder.
Compliance with Laws
Materials and outside
services may be obtained from multiple supply sources located throughout the
United States or internationally and from time to time be shipped directly to
the customer without sending the item through MELROSE. Many states and
localities have codes and regulations governing sale, offering for sale,
distribution, construction, installation and use of products for certain
purposes and/or containing certain regulated substances, which may vary from
those in neighboring areas. MELROSE relies upon information provided by the
supplier of these products to ensure they are compliant with the laws of the
jurisdiction into which the product is shipped. The information provided by the
supplier as to the ability of the material or outside service to be sold or
distributed in any particular jurisdiction is believed by MELROSE to be
accurate.
MELROSE, however, shall not
be responsible for how products are used or installed or for the product’s
conformance to regional, state, or local codes or regulations. MELROSE does not
guarantee compliance with any law and assumes no responsibility for how the
items are used or installed. Customer has the sole responsibility for compliance
with all applicable codes, regulations and laws and before purchase and use of
the product must review and ensure full compliance with such codes, regulations
and laws concerning the use or installation of the products.
Dangerous Goods/Hazardous
Materials
Lead: MELROSE may be
prohibited from offering certain plumbing products intended for use in conveying
potable water due to restrictions or requirements of various federal, state,
local and other authorities that have prescribed lead content restrictions for
such products. These restrictions may change without notice. Customers should
consult the regulations applicable to these products to ensure compliance.
MELROSE relies on the manufacturer regarding the lead content of their products
and makes no independent representations or warranties regarding the information
provided by the manufacturer. Handling and Disposal: Numerous federal, state,
and local codes, regulations and laws may apply to the disposal of products.
Customer is solely responsible for proper handling and disposal of purchased
items and should review and ensure compliance with all such codes, regulations
and laws.
Returns & Repairs
Returns:
Except as otherwise provided,
no material will be accepted for return after 30 days from date of shipment. To
return merchandise, you must call MELROSE at 215-357-5656 or email us at
sales@Melrose1931.com for a Return Authorization number. No returns will be
accepted without a Return Authorization number. Include with your return a copy
of your invoice or packing slip. All merchandise must be returned in its
original packaging and condition. Any claims for discrepancies in shipment must
be made within 7 days of receipt of merchandise. C.O.D. returns will not be
accepted. Shipping charges for returned items must be prepaid. No return of
altered or etched items will be accepted. Customers are required to inspect all
hazardous materials deliveries prior to accepting the delivery. Unaccepted
hazardous materials can be returned to MELROSE through the freight company that
delivered the materials by not accepting the delivery. Once hazardous materials
or non-hazardous materials that can become hazardous waste are accepted for
delivery, MELROSE is unable to take these items back. MELROSE does not take
title to returned products until the item is received at Melrose Technologies
Division of Jay Bee Machine Works, Inc., , which address is designated on
MELROSE packing lists and invoices.
Repairs:
Please call our Customer
Service at 215-357-5656 for the address for any repair or return.
Repair Service:
Items left after 60 days of
notification of repair completion will be disposed of at customers expense.
Export Controls:
MELROSE may be subject to
U.S. export control laws, regulations and/or administrative policies. Customer
acknowledges that it is familiar with such laws and regulations and it agrees to
abide by them in all respects. Diversion of products and/or services contrary to
U.S. law is prohibited. Customer understands that a license, written approval or
other authorization may be required from the Bureau of Industry and Security of
the U.S. Department of Commerce, the U.S. Department of State or other U.S.
government agency prior to the export or reexport of these items from the United
States. Guidance may be found at http://www.bis.doc.gov or http://www.pmddtc.state.gov.
Customer further understands that it is unlawful to export, reexport or
transfer, or to attempt to export, reexport or transfer these items to
individuals or entities on the List of Debarred Parties, Denied Persons List,
Specially Designated Nationals List, Entity List, Unverified List or
Nonproliferation Sanctions List, as well as sales or transfers to Embargoed
Countries (currently, Cuba, Iran, North Korea, Syria and Sudan). It is the
customer’s responsibility to be aware of these Lists and Embargoes. These
Lists may be accessed at http://export.gov/ecr/eg_main_023148.asp.
Provisions
Security Interest:
Customer hereby grants
MELROSE, a first priority purchase money security interest and/or chattel
mortgage in the products and any accounts receivable or cash from resale thereof
until full payment is made to MELROSE Customer agrees to file, or permit MELROSE
to file, any financing statements or other appropriate documents with its
governmental authorities to perfect the validity, priority, and enforceability
of Melrose Technologies Division of Jay Bee Machine Works, Inc., lien or
security interest.
Independent Contractors
MELROSE and Customer are
independent contractors and not principal and agent. Nothing contained in these
terms and conditions shall be construed to create a partnership, dealership,
reseller, agency, employment or joint venture relationship. Customer will not
have the right to bind or otherwise obligate MELROSE in any manner, nor will
Customer represent to anyone that it has the right to do so.
Assignment:
Customer shall not assign any
order, or any interest therein, without the prior written consent of MELROSE. Any
actual or attempted assignment without MELROSE’s prior written consent shall
entitle MELROSE to cancel such order upon notice to Customer and customer shall
be responsible for any costs incurred by MELROSE.
Electronic Commerce:
If MELROSE and Customer
mutually agree to use an Electronic Data Interchange (EDI) or Automated Clearing
House (ACH) system to facilitate purchase and sale transactions, Customer
agrees that it will not contest: (i) any contract of sale resulting from an
transaction under the provisions of any law relating to whether agreements must
be in writing or signed by the party to be bound thereby; or (ii) the
admissibility of copies of records under the business records exception to the
hearsay rule, the best evidence rule or any other similar rule, on the basis
that such records were not originated or maintained in documentary form. MELROSE
and Customer will negotiate and agree on technical standards and methods to use
in making purchases, and will use reasonable security procedures to protect
records from improper access. In the event of a conflict, the business records
maintained by MELROSE regarding purchases made by Customer shall be deemed to be
conclusive. Intellectual Property.
The quotation provided herein
is for the sole purpose of communicating pricing, terms and conditions. During
the course of creating any quotation or sales order for products and/or
services, there are communications, whether in writing or verbal which may
include the exchange of drawings, specifications, processes or knowledge,
financial data or other data regarding the quotation, created or modified by
MELROSE. All of the foregoing
constitute the intellectual property of MELROSE, . Customer shall have no right
to copy or use any of the intellectual property of MELROSE or its suppliers
without MELROSE’s explicit written permission. Any quotation for supplies
and/or services or any proposal made by MELROSE to Customer is confidential,
constitutes the intellectual property of MELROSE, and shall be subject to the
provisions of this paragraph regardless of whether Customer subsequently
contracts for MELROSE’s services. The provisions of any such quotation or
proposal may not be shared or otherwise communicated with any party other than
MELROSE or Customer personnel on a need to know basis.
MELROSE’s Performance in conjunction with Customer’s purchase of
product and/or services, MELROSE may perform certain services for Customer on
Customer’s premises such as delivering, ordering, (collectively, the
“Services”). Customer will hold harmless and indemnify MELROSE, its
officers, directors, employees, agents, subcontractors or representatives from
and against any and all claims, including bodily injury, death, or damage to
personal or other property, and all other losses, liabilities, obligations,
demands, actions and expenses, whether direct or indirect, known or unknown,
absolute or contingent, incurred by MELROSE related to the performance of
services for customer (including without limitation, settlement costs,
attorneys’ fees, and any and all other expenses for defending any actions or
threatened actions) arising out of, use of tools, material, parts, and/or any
other equipment in whole or in part, any act or omission of customer, its
employees, agents, subcontractors or representatives.
Waiver:
No failure by either party to
take any action or assert any right hereunder will be deemed to be a waiver of
such right in the event of the continuation or repetition of the circumstances
giving rise to such right.
Controlling Law &
Venue:
The provisions of the Uniform
Commercial Code, as adopted in the Commonwealth of Pennsylvania, shall apply
(except as expressly modified hereby) with no application of the United Nations
Convention on Contracts for the International Sale of Goods. All transactions
shall be governed by the laws of the County of Bucks, in the Commonwealth of
Pennsylvania, without regard to any conflict of law principles that would
require the application of the laws of any other jurisdiction, and venue shall
be in Bucks County, Commonwealth of Pennsylvania.
Next Day Delivery Upgrade:
MELROSE will upgrade
qualifying orders to Next Day or Next Day Air Saver at the customer’s request
(additional charges may apply). The Next Day Delivery upgrade only applies to
standard shipping orders and does not apply to orders shipped via Motor Freight
(LTL) shipping method. Qualifying orders will be delivered on the next regular
business day, or on a weekend day for an additional charge. The upgrade will
apply if the defines such Shipping terms in the Purchase Orders to MELROSE or an
amendment thereto that is acknowledged by MELROSE the exclusions described below
do not apply.
Exclusions:
Neither the Same Day Shipping
Guarantee nor the Next Day Upgrade cover: (i) orders to non-qualified customers
or those outside of the continental U.S.; (ii) orders for items that are not in
stock; (iii) orders for hazardous; (iv) circumstances beyond MELROSE’s control
(for example, computer or electronic interruptions, strikes, natural disasters,
severe weather conditions, war or supplier manufacturing deficiencies); (v)
Freight Saver shipments; (vi) “less-than-truckload” (LTL) shipments, orders
shipped by non-scheduled carriers, replacement orders, customer supplied items
first orders for new accounts, or orders requiring credit review.
Note:
Hazardous materials require
special handling. Any item containing such materials may be subject to local,
state and federal regulations which may delay or prohibit shipments. MELROSE
makes no service level guarantees regarding such items.
ENTIRE AGREEMENT:
The provisions hereof
constitute the entire agreement between the parties. Any changes, alterations,
waivers, or modifications with respect either as to the job performed or the
terms of sale, or any other matter set forth herein must be in writing and
signed by an officer of MELROSE. Waiver
or failure of any part of this agreement to meet the law or other legal
standards does not constitute waiver or lack of enforceability of any of the
other terms and conditions specified herein. These terms and conditions shall
apply to this and any future order of agreement for the processing of any
materials or merchandise.
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