THE BELTING COMPANY OF CINCINNATI

DBA CBT CO. (“CBT” or “Seller”)

General Sales Terms and Conditions

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU, AS A BUYER (“BUYER” or “YOU”) OF GOODS OR SERVICES. PLEASE READ IT CAREFULLY. 

BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE GENERAL SALES TERMS AND CONDITIONS (“GENERAL TERMS”). YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE GENERAL TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE GENERAL TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH CBT, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

These General Terms apply to the purchase and sale of products and services through this website www.cbtcompany.com (the “Site”). These General Terms are subject to change by CBT without prior written notice at any time, in CBT’s sole discretion. Any changes to these General Terms will be in effect as of the “Last Updated Date” referenced on the Site. Buyer should review these General Terms prior to purchasing any product or services that are available through this Site.  Buyer’s continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes. 

These General Terms are an integral part of CBT’s Website Terms of Use that apply generally to the use of this Site. Buyer should also carefully review CBT’s Privacy Policy before placing an order for products or services through this Site.  CBT’s Privacy Policy governs the processing of all data collected from Buyer in connection with Buyer’s purchase of products or services through the Site.

Contract.  Buyer agrees that its order is an offer to buy, under these General Terms, all products and services listed in Buyer’s order. All orders must be accepted by CBT or CBT will not be obligated to sell the products or services to Buyer you. CBT may choose not to accept orders at CBT’s sole discretion, even after CBT sends Buyer a confirmation email with an order number and details of the items Buyer ordered.  In the event Buyer provides a purchase order or other contract or documentation to Seller in connection with the purchase, any terms and conditions contained in Buyer’s purchase order or other documents which are different from or in addition to these General Terms are expressly rejected by Seller.  No terms and conditions put forth by Buyer that are different from or in addition to these General Terms shall become part of a contract or otherwise binding on Seller without Seller’s express written acceptance thereof.

Prices.  All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in the order confirmation email provided to Buyer. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to the total price charged to Buyer, and will be itemized in Buyer’s shopping cart and/or in the order confirmation email provided to Buyer. CBT strives to display accurate price information, however CBT may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. CBT reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Unless otherwise noted in writing by CBT, all prices are F.O.B. CBT’s office and warehouse (“Delivery Point”), and/or the shipping point of CBT’s major suppliers, if applicable, and do not include any applicable federal, state or local sales, use, excise, value added or similar tax or other charges unless specifically indicated otherwise, which additional charges Buyer agrees to pay or for which it agrees to furnish evidence of exemption acceptable to the taxing authorities. All prices may be withdrawn at any time prior to fourteen days after Buyer’s receipt of CBT’s acknowledgment of acceptance. In any event, unless accepted by CBT, the quoted prices become invalid thirty days after date of quotation or such earlier date as quoted by CBT.

Payments. All goods are sold upon the following payment terms unless otherwise agreed to in writing by CBT:

Unless otherwise agreed by CBT in writing, payment must be received by CBT before our acceptance of an order. CBT accepts VISA, MasterCard and American Express for all purchases. Buyer represents and warrant that (i) the credit card information Buyer supplies to CBT is true, correct and complete, (ii) Buyer is duly authorized to use such credit card for the purchase, (iii) charges incurred by Buyer will be honored by Buyer’s credit card company, and (iv) Buyer will pay charges incurred by Buyer at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of the order.

Each shipment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. 

Installation. Unless otherwise noted in writing by CBT, installation of the goods by CBT is not included. Installation may be provided by CBT at its prevailing rates.                                                                                                    

Descriptions. Descriptions are intended only as a guide and their accuracy is not guaranteed.

Delivery.  All delivery dates stated by CBT are approximate dates only and estimated in good faith to the best of CBT’s ability. Time shall not be deemed to be of the essence in making delivery under an order unless specifically agreed to in writing by CBT.  Delivery dates are also quoted subject to unavoidable delays and CBT shall be free from any liability and penalty for delayed shipment due to causes beyond its control including but not limited to strikes, fires, accident, explosion, riots, war or acts of God, or because of any priority system established by any government, any of its agents or any other authority having jurisdiction.

1. Once accepted by CBT, an order is not subject to cancellation in whole or in part by Buyer without CBT’s express written consent. Any such cancellation shall be subject to a cancellation charge as determined by CBT. 

Testing and Acceptance.  Acceptance tests of the goods by Buyer and training of Buyer’s personnel by CBT will be accomplished prior to shipment of the goods by CBT or shall be considered waived. Buyer’s execution of any acceptance or installation completion form provided by CBT shall be conclusive evidence of such. Written notice of any nonacceptance of the goods by Buyer must be delivered to CBT within ten days after installation has been substantially completed or shall be considered waived.

Use and Safety.  There are no representations or warranties by CBT that the goods sold hereunder comply with the requirements of federal, state and local laws and industrial codes. Buyer acknowledges that it is Buyer’s responsibility to provide proper safety devices and equipment for the particular application or use intended by Buyer so as to protect the operator and others from harm, and to comply with all federal, state and local government laws, rules and regulations relating to safety standards and all industry safety standards.

LIMITATION OF WARRANTY. WITH RESPECT TO EACH COMPONENT OF A GOOD ASSEMBLED BY CBT, OR EACH GOOD SOLD, BUT NOT MADE BY CBT, THE MANUFACTURER’S WARRANTY, IF ANY, CONSTITUTES THE SOLE WARRANTY WITH RESPECT TO THE SALE OF SUCH ITEM AND BUYER SHALL LOOK SOLELY TO THE MANUFACTURER. WITH RESPECT TO EACH SUCH COMPONENT OR GOOD, CBT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CBT will reasonably cooperate with Buyer, at Buyer’s sole cost and expense, in efforts by Buyer to recover from the manufacturer.  NOTWITHSTANDING THE FOREGOING, CBT SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS.

Design or Technical Consultation.  All design or technical consultation, advice, recommendations and services of CBT are based upon Buyer’s specifications and NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION IS GIVEN BY CBT INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PURPOSE.  CBT assumes no obligation or liability for the design or technical consultation, advice, recommendations and services given, or results obtained, it being acknowledged and agreed by Buyer that all such design or technical consultation, advice recommendations and services are being accepted by Buyer at Buyer’s risk, Buyer acknowledges that it alone has determined that the goods purchased hereunder will suitably meet the requirements of their intended use. Buyer will indemnify and hold Seller harmless from and against all damages, costs, and expenses based upon any claim related to design or technical consultation or advice given by CBT.

Limited Warranty of Good Made by CBT.  Subject to the following conditions, CBT warrants to the original Buyer only (and not to anyone else) of each new good made by it that any part thereof which proves to be defective in material or workmanship within one year from the date of the original delivery, will, at CBT’s option, be repaired or replaced without charge, or CBT’s sales price therefor refunded upon return to CBT of the defective good provided any defect in the good is brought to the attention of CBT within the warranty period, who alone will be authorized to furnish or arrange for repairs or replacements, or refund of CBT’s sales price within the terms of this warranty. This warranty with respect to any repairs or replacements extends only to the individual component repaired or replaced. Labor, travel and other expenses incidental to the repair or replacement shall not be included.                                                                                                      

BUYER AGREES THAT NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST PROFITS, LOST SALES, LOST PRODUCTION, OVERHEAD, LABOR, INJURY TO PERSON OR PROPERTY, OR ANY OTHER INCIDENTAL LOSS) SHALL BE AVAILABLE TO BUYER OR ANY THIRD PARTY.                                                                                                    

The above limited warranty does not apply, and no warranty, either express or implied, shall be applicable, (a) to damage resulting from accident, alteration, misuse or abuse; (b) if the good is not installed, operated and maintained according to procedures recommended by CBT and the manufacturer of the individual parts; (c) if the serial number affixed to the good shall be removed; obliterated or defaced. In no case shall the warranty extend to defects in materials, components, or services furnished by third parties or to the erection or installation of the good performed by third parties, except those performed by or on behalf of authorized distributors. If any repairs or alterations are made or any other parts are replaced during the warranty period by other than an authorized distributor in accordance with authorized service manuals or with other than parts, accessories or attachments authorized by CBT for use in its goods, Buyer shall pay for such repairs or parts without recourse against CBT, and CBT shall be relieved of responsibility for fulfillment of this warranty with respect to parts or components of all repairs, alterations or replacements so made.                                                                                                       

This warranty constitutes CBT’s entire warranty as to the goods made by it and it is expressly agreed that the remedies of Buyer and those claiming under Buyer as set forth in this warranty are exclusive.                

This warranty does not extend to any goods sold “as-is” or “as-inspected”, nor to any damage caused by affixing any parts or equipment not purchased from CBT to goods purchased from CBT. No warranties, either express or implied, are made with respect to such goods.

IN CONSIDERATION OF THE EXPRESS WARRANTY AND OTHER TERMS HEREIN CONTAINED, BUYER AGREES THAT BUYER’S EXCLUSIVE REMEDY AND CBT’S SOLE LIABILITY ON ANY CLAIM, WHETHER TORT, CONTRACT OR WARRANTY, SHALL BE LIMITED TO, AT CBT’S OPTION, REPAIR OR REPLACEMENT OF A DEFECTIVE GOOD MADE BY IT OR REIMBURSEMENT OF THE PURCHASE PRICE THEREFOR, AND NO OTHER REMEDY (INCLUDING BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR LOST PROFITS, LOST SALES, INJURY TO PERSON OR PROPERTY OR ANY OTHER INCIDENTAL LOSS OR DAMAGES) SHALL BE AVAILABLE TO BUYER. IN NO EVENT AND FOR NO CAUSE WHATSOEVER, INCLUDING ANY BREACH OR DEFAULT BY CBT, SHALL CBT HAVE ANY MONETARY LIABILITY TO BUYER IN EXCESS OF THE CONTRACT PRICE OR PRICES OF THE PERTINENT GOODS IN QUESTION.                                                                                                 

THIS LIMITED WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THOSE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED AND EXCLUDED FROM THIS TRANSACTION AND SHALL NOT APPLY TO THE PRODUCT SOLD. CBT NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH SAID PRODUCT.

Title and Lien Rights.  Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point.  The goods shall remain personal property regardless of how they are affixed to Buyer’s real property and CBT reserves a purchase money security interest in the goods until the purchase price has been fully paid. Buyer agrees to execute, and herby appoints CBT as its attorney-in-fact to execute on Buyer’s behalf, any documents requested by CBT which are necessary for attachment and perfection of its security interest. If Buyer defaults, CBT shall have all the rights of a secured creditor under the Uniform Commercial Code as enacted in the State of Ohio. All computer software, blueprints, plans and specifications in connection with the goods shall remain the sole property of CBT.

Damages for Breach. Buyer expressly agrees that where permitted by law, Buyer shall be liable for all reasonable expenses and attorneys’ fees incurred by CBT in enforcing its rights and remedies against Buyer resulting from Buyer’s breach of this Agreement.

Compliance with Law.  Buyer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time, including without limitation those of the United States, the European Union and the jurisdictions in which Seller and Buyer are established or from which items may be supplied, and the requirements of any licenses, authorizations, general licenses or license exceptions relating thereto will apply to its receipt and use of hardware, software, services and technology.  In no event shall Buyer use, transfer, release, export or re-export any such hardware, software or technology in violation of such applicable laws, regulations, orders or requirements or the requirements of any licenses, authorizations or license exceptions relating thereto.  Buyer agrees furthermore that it shall not engage in any activity that would expose the Seller or any of its affiliates to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes, to officials of any government or of any agency, instrumentality or political subdivision thereof, to political parties or political party officials or candidates for public office, or to any employee of any customer or supplier.  Buyer agrees to comply with all appropriate legal, ethical and compliance requirements.

Force Majeure.  Seller’s obligations shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of Seller, including but not limited to:  natural disaster, war, armed conflict, terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export license), labor trouble, strike, lockout or injunction or interruption of supply from Seller’s suppliers.  Seller shall have no obligation to supply any hardware, software, services or technology unless and until it has received any necessary licenses or authorizations or has qualified for general licenses or license exceptions under applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time.  If for any reason any such licenses, authorizations or approvals are denied or revoked, or if there is a change in any such applicable laws, regulations, orders or requirements that would prohibit Seller from fulfilling the contract, or would in the reasonable judgment of Seller otherwise expose Seller and/or Seller’s affiliate(s) to a risk of liability under applicable laws, regulations, orders or requirements, Seller shall be relieved without liability of all obligation under the contract.

If Seller is delayed or prevented from performance of its obligations by reason of this clause for more than 180 consecutive calendar days, then Buyer may terminate the then unperformed portion of the contract by notice in writing given to the Seller, without liability, provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all goods delivered and services performed as at the date of termination.  Seller may deliver by installments and if so each delivery shall constitute a separate contract and failure by Seller to deliver any one or more of the installments in accordance with their terms shall not entitle Buyer to terminate the whole contract or treat it as repudiated.

Applicable Law.  These General Terms and any order hereunder shall be governed in all respects by the laws of the State of Ohio without regard to principles of conflicts of law.

Waivers. Waiver by CBT of a breach by Buyer of any provision hereof shall not be deemed a waiver of future compliance therewith, and such provision, as well as other provisions hereunder, shall remain in full force and effect.  CBT hereby expressly reserves the right to literal compliance with the terms hereof, even if unenforced in prior transactions with Buyer.

No Third-Party Beneficiaries. These General Terms do not and are not intended to confer any rights or remedies upon any person or entity other than Seller and Buyer.

Entire Agreement. These General Terms, the order confirmation email, CBT’s Website Terms of Use, and CBT’s Privacy Policy shall supersede all prior oral or written statements of any kind whatsoever made by the parties or their representatives and constitute the entire agreement of the parties with respect to the subject matter hereof.   No statement purporting to modify any of these terms or conditions shall be binding unless expressly agreed to in writing signed by the party to be bound thereby.

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