Standard Terms & Conditions
Updated February 27th, 2024
The following provisions form part of the quotation on the face hereof, as express agreements between Blackthorn Scales and Systems. (“Company” or “Blackthorn Scales LLC or BTS”) and the Buyer governing the terms and conditions of the sale, subject to the modification only in writing signed by the local manager or an executive officer of the Company. In the event of any differences between these terms and conditions and those of Buyer, Buyer acknowledges that not withstanding anything to the contrary, that these terms and conditions shall prevail and the Buyer’s signing of this quotation or accepting the goods and services to be delivered hereunder shall be conclusive proof thereof.
1. NEW EQUIPMENT MANUFACTURED BY OTHERS: The equipment sold under the terms of this contract is sold with the original manufacturer’s warranties. These warranties may cover the entire equipment, or, in the event the equipment is assembled by Blackthorn Scales, shall cover all or a portion of the components of the assembled equipment. Blackthorn Scales makes no warranty on new equipment, either express or implied by law, other than to deliver the manufacturer’s original equipment warranty. In no event shall Blackthorn Scales be responsible for the replacement or repair of such incidental or consequential damages resulting from any defect or failure of such equipment.
2. USED EQUIPMENT: All used equipment is sold by Blackthorn Scales subject to a limited warranty for a period of thirty days. During this thirty days Blackthorn Scales will repair such equipment without charge to purchaser provided purchaser shall pay transportation costs for such equipment to and from seller’s repair shop or the nearest agency capable of making repairs; or, if purchaser desires to be made where equipment is located, purchaser to pay traveling expenses of mechanic to and from seller’s shop or nearest agency capable of making repairs. Blackthorn Scales makes no other warranty either express or implied by law with respect to such used equipment and in no event shall Blackthorn Scales be liable for any equipment, nor shall it be responsible for any consequential or incidental damages resulting from such defect or failure of equipment, whether supplied for a specific purpose or otherwise.
3. NEW EQUIPMENT MANUAFACTURED BY BLACKTHORN SCALES: Blackthorn Scales warrants that all Equipment Manufactured by Blackthorn Scales and properly installed by Blackthorn Scales or an authorized representative of Blackthorn Scales will operate per written specifications as confirmed by the seller and accepted by Blackthorn Scales at time of order. The systems and components are warranted against defects in materials and workmanship for one (1) year from date of installation or sixteen (16) months from date of purchase, whichever period expires first. If any equipment fails to conform to these specifications, Blackthorn Scales will, at its discretion, repair or replace such goods returned within the warranty period subject to the following conditions:
4. RETENTION OF TITLE AND REMEDIES FOR DEFAULT: Unless and until all sums (however evidenced) payable in respect to the sale and delivery of the goods have been fully paid in money and satisfied; The goods shall remain strictly personal property, however affixed to realty, title thereof and ownership thereof shall remain in Company; and Buyer shall keep the property insured and free from liens or encumbrances, pay all taxes thereon, make good all loss, damage, or deterioration, and take all steps necessary to preserve the Company’s title, including the execution and filing of all instruments necessary for such purpose.
Company shall have, and in the event of default in the terms hereof, may exercise cumulatively and not in the alternative, all rights and remedies provided by the applicable laws of the jurisdiction, as if expressly herein so provided, and, in so far as permitted by such laws, may declare all sums payable hereunder immediately due and payable, may take possession of the property or any part thereof wherever found, and may sell the same at public or private sale on such terms as it may deem advisable, giving Buyer 10 days written notice of the time and place of the sale at which Company may bid and become a Buyer, the proceeds of such sale, shall be applied, in the order stated, to the costs and the expenses of search, seizure, removal, storage, advertisement, sale, collection and enforcement, to interest on the amount due and unpaid purchase price, and to any other sums owing to the Company by Buyer; any excess shall be remitted to Buyer and the Buyer shall forthwith pay any deficiency.
5. DELIVERY, PRICING, AND ADJUSTMENT TERMS: The goods shall be delivered F.O.B. (Free On Board) manufacturer’s shipping point and the prices charged shall be the prices regularly established at the time of shipment, with all stated discounts applying to list prices. In addition to the foregoing, the Buyer shall pay all shipping and handling charges from the factory or their equivalent, as well as taxes on the sale, delivery, or use. Notwithstanding the above, the Company reserves the right to elect terms of payment C.O.D., DSB/L, or Net 10 days after shipment. Accounts past due shall bear interest at the highest lawful contract rate, and the Buyer shall pay all costs and expenses, including attorney’s fees, incurred in collecting the same. Furthermore, the final invoice may reflect additional charges accrued during service, such as extended service hours or additional materials used, which were not anticipated at the time of the initial quote. These additional charges will be communicated to the Buyer and documented accordingly.
In the event of changes in the scope of work requested by the Buyer or unforeseen circumstances that impact the delivery, installation, or performance of the equipment, the Company reserves the right to adjust the terms of the agreement, including but not limited to the delivery timeline, scope of work, and pricing. Such adjustments will be subject to mutual agreement between the Company and the Buyer, documented in writing, and signed by both parties. This ensures that both the Company and the Buyer have a clear understanding and agreement on how to proceed in the face of changes or unexpected challenges.
6. PREPAYMENT REQUIREMENT, ORDER CANCELLATION, AND LIQUIDATED DAMAGES: In accordance with our net 30 terms, any quotation, invoice, or estimate exceeding the amount of $5000 mandates a down payment of 50% of the total value. This down payment must be received and duly processed by the Company prior to the placement of any order. Subsequent to this, orders are irrevocable except prior to dispatch, subject to a contractual penalty of 20% of the net price as liquidated damages payable by the Buyer. The order is not subject to cancellation by Buyer except prior to shipment and then only on the payment to Company of 20% of the Net price as agreed liquidated damages, which Buyer agrees to pay.
7. EMERGENCY DISPATCH FEE: An Emergency Dispatch Fee of $300 will be charged for service calls requested for same-day service that cannot be rescheduled to a more convenient time. This fee compensates for the expedited allocation of resources to meet urgent service needs. This fee can and may be waived for new or existing customers entering a new service agreement, subject to agreement with our technician or office staff.
8. ZONE CHARGES: To account for vehicle wear and tear and maintenance, zone charges will be applied for on-site services based on the distance from our dispatch center in Chesapeake, VA:
1. NEW EQUIPMENT MANUFACTURED BY OTHERS: The equipment sold under the terms of this contract is sold with the original manufacturer’s warranties. These warranties may cover the entire equipment, or, in the event the equipment is assembled by Blackthorn Scales, shall cover all or a portion of the components of the assembled equipment. Blackthorn Scales makes no warranty on new equipment, either express or implied by law, other than to deliver the manufacturer’s original equipment warranty. In no event shall Blackthorn Scales be responsible for the replacement or repair of such incidental or consequential damages resulting from any defect or failure of such equipment.
2. USED EQUIPMENT: All used equipment is sold by Blackthorn Scales subject to a limited warranty for a period of thirty days. During this thirty days Blackthorn Scales will repair such equipment without charge to purchaser provided purchaser shall pay transportation costs for such equipment to and from seller’s repair shop or the nearest agency capable of making repairs; or, if purchaser desires to be made where equipment is located, purchaser to pay traveling expenses of mechanic to and from seller’s shop or nearest agency capable of making repairs. Blackthorn Scales makes no other warranty either express or implied by law with respect to such used equipment and in no event shall Blackthorn Scales be liable for any equipment, nor shall it be responsible for any consequential or incidental damages resulting from such defect or failure of equipment, whether supplied for a specific purpose or otherwise.
3. NEW EQUIPMENT MANUAFACTURED BY BLACKTHORN SCALES: Blackthorn Scales warrants that all Equipment Manufactured by Blackthorn Scales and properly installed by Blackthorn Scales or an authorized representative of Blackthorn Scales will operate per written specifications as confirmed by the seller and accepted by Blackthorn Scales at time of order. The systems and components are warranted against defects in materials and workmanship for one (1) year from date of installation or sixteen (16) months from date of purchase, whichever period expires first. If any equipment fails to conform to these specifications, Blackthorn Scales will, at its discretion, repair or replace such goods returned within the warranty period subject to the following conditions:
- Upon discovery by Buyer of such non-conformity, Blackthorn Scales will be given prompt written notice with a detailed explanation of alleged deficiencies.
- Individual electronic components returned to Blackthorn Scales for warranty purposes must be packed to prevent electrostatic discharge (ESD) damage in shipment. Packaging requirements are listed in the publication, “Protection Your Components From Static Damage in Shipment,” available from Blackthorn Scales Equipment Return Department.
- Examination of such equipment by Blackthorn Scales confirms that the non-conformity actually exists, and was not caused by accident, misuse, neglect, alteration, improper installation, improper repair, or improper testing. Blackthorn Scales shall be the sole judge of all alleged non-conformities.
- Such equipment has not been modified, altered, or changed by any person other than Blackthorn Scales or its duly authorized repair agents.
- Blackthorn Scales will have a reasonable time to repair or replace the defective equipment. Buyer is responsible for shipping charges both ways.
- Vehicle scale products may be eligible for warranty labor and mileage reimbursements with pre-approval by Blackthorn Scales Service Department, and only to the limits as described in the vehicle scale reimbursement program.
- Blackthorn Scales will not be liable for the cost of any repairs made by others.
4. RETENTION OF TITLE AND REMEDIES FOR DEFAULT: Unless and until all sums (however evidenced) payable in respect to the sale and delivery of the goods have been fully paid in money and satisfied; The goods shall remain strictly personal property, however affixed to realty, title thereof and ownership thereof shall remain in Company; and Buyer shall keep the property insured and free from liens or encumbrances, pay all taxes thereon, make good all loss, damage, or deterioration, and take all steps necessary to preserve the Company’s title, including the execution and filing of all instruments necessary for such purpose.
Company shall have, and in the event of default in the terms hereof, may exercise cumulatively and not in the alternative, all rights and remedies provided by the applicable laws of the jurisdiction, as if expressly herein so provided, and, in so far as permitted by such laws, may declare all sums payable hereunder immediately due and payable, may take possession of the property or any part thereof wherever found, and may sell the same at public or private sale on such terms as it may deem advisable, giving Buyer 10 days written notice of the time and place of the sale at which Company may bid and become a Buyer, the proceeds of such sale, shall be applied, in the order stated, to the costs and the expenses of search, seizure, removal, storage, advertisement, sale, collection and enforcement, to interest on the amount due and unpaid purchase price, and to any other sums owing to the Company by Buyer; any excess shall be remitted to Buyer and the Buyer shall forthwith pay any deficiency.
5. DELIVERY, PRICING, AND ADJUSTMENT TERMS: The goods shall be delivered F.O.B. (Free On Board) manufacturer’s shipping point and the prices charged shall be the prices regularly established at the time of shipment, with all stated discounts applying to list prices. In addition to the foregoing, the Buyer shall pay all shipping and handling charges from the factory or their equivalent, as well as taxes on the sale, delivery, or use. Notwithstanding the above, the Company reserves the right to elect terms of payment C.O.D., DSB/L, or Net 10 days after shipment. Accounts past due shall bear interest at the highest lawful contract rate, and the Buyer shall pay all costs and expenses, including attorney’s fees, incurred in collecting the same. Furthermore, the final invoice may reflect additional charges accrued during service, such as extended service hours or additional materials used, which were not anticipated at the time of the initial quote. These additional charges will be communicated to the Buyer and documented accordingly.
In the event of changes in the scope of work requested by the Buyer or unforeseen circumstances that impact the delivery, installation, or performance of the equipment, the Company reserves the right to adjust the terms of the agreement, including but not limited to the delivery timeline, scope of work, and pricing. Such adjustments will be subject to mutual agreement between the Company and the Buyer, documented in writing, and signed by both parties. This ensures that both the Company and the Buyer have a clear understanding and agreement on how to proceed in the face of changes or unexpected challenges.
6. PREPAYMENT REQUIREMENT, ORDER CANCELLATION, AND LIQUIDATED DAMAGES: In accordance with our net 30 terms, any quotation, invoice, or estimate exceeding the amount of $5000 mandates a down payment of 50% of the total value. This down payment must be received and duly processed by the Company prior to the placement of any order. Subsequent to this, orders are irrevocable except prior to dispatch, subject to a contractual penalty of 20% of the net price as liquidated damages payable by the Buyer. The order is not subject to cancellation by Buyer except prior to shipment and then only on the payment to Company of 20% of the Net price as agreed liquidated damages, which Buyer agrees to pay.
7. EMERGENCY DISPATCH FEE: An Emergency Dispatch Fee of $300 will be charged for service calls requested for same-day service that cannot be rescheduled to a more convenient time. This fee compensates for the expedited allocation of resources to meet urgent service needs. This fee can and may be waived for new or existing customers entering a new service agreement, subject to agreement with our technician or office staff.
8. ZONE CHARGES: To account for vehicle wear and tear and maintenance, zone charges will be applied for on-site services based on the distance from our dispatch center in Chesapeake, VA:
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Zone 1: 0 - 30 miles
Zone 2: >30 - 60 miles Zone 3: >60 - 90 miles Zone 4: >90 - 120 miles Zone 5: >120 - 150 miles |
Zone 6 >150 - 180 miles
Zone 7 >180 - 210 miles Zone 8 >210 -240 miles Zone 9 >240 - 270 miles Zone 10 >270 miles - 300 miles Zone 11 >300 miles |
Geographical Service Zone Disclaimer:
Please note, for service requests originating from locations beyond the Chesapeake Bay Bridge-Tunnel, our zone classification will commence anew from Zone 3. This adjustment is necessary to account for the significant travel and logistical considerations involved in servicing areas across this major waterway. Consequently, the applicable zone charges for such requests will be determined based on the distance from the Chesapeake Bay Bridge-Tunnel, rather than our primary dispatch center. We appreciate your understanding and are committed to providing transparent and fair pricing for all our valued customers, regardless of their geographical location. For more detailed information on our zone charges and how they may apply to your specific location, please feel free to contact our customer service team.
9. AFTER-HOURS SERVICE CALLS: Service requests received outside of our standard business hours will be subject to a minimum charge equivalent to 4 hours of service. This policy is in place to account for the additional resources and staffing required to accommodate after-hours service needs. We endeavor to provide prompt and efficient service at all times and appreciate your understanding of the necessity for this policy in ensuring the readiness and availability of our service team during non-standard hours.
10. SAME-DAY CANCELLATION FEE: In the event that a service call is canceled on the same day it is scheduled to occur, a cancellation fee of $150 will be charged to the Buyer. This fee is imposed to cover the costs associated with the allocation of resources and scheduling adjustments made to accommodate the initially requested service. We understand that plans can change, and we strive to be as flexible as possible; however, this fee is necessary to ensure we can continue to provide high-quality service to all our customers.
UNDER NO CIRCUMSTANCES SHALL THE SELLER HAVE ANY LIABILITY FOR LIQUIDATED DAMAGES OR FOR COLLATERAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR THE LOSS OF PROFITS, OR FOR ACTUAL LOSSES OR FOR LOSS OF PRODUCTION OR PROGRESS ON CONSTRUCTION, WHETHER RESULTING FROM DELAYS IN DELIVERY OR PERFORMANCE, BREACH OF WARRANTY, CLAIMS OF INCORRECT WEIGHING, CLAIMS OF OR FOR NEGLIGENT MANUFACTURE, ACTS OF GOD, OR OTHERWISE. THE AGGREGATE TOTAL LIABILITY OF THE SELLER UNDER THIS CONTRACT, WHETHER FOR BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE CONTRACT PRICE.
BUYER AGREES TO INDEMNIFY AND HOLD HARMLESS SELLER FROM ALL CLAIMS BY THIRD PARTIES WHICH EXTEND BEYOND THE FOREGOING LIMITATIONS ON SELLERS LIABILITY. NO TERMS, CONDITIONS, UNDERSTANDING, OR AGREEMENTS PURPORTING TO MODIFY THE TERMS OF THIS WARRANTY SHALL HAVE ANY LEGAL EFFECT UNLESS MADE IN WRITING AND SIGNED BY A CORPORATE OFFICER OF BLACKTHORN SCALES AND THE BUYER.
Please note, for service requests originating from locations beyond the Chesapeake Bay Bridge-Tunnel, our zone classification will commence anew from Zone 3. This adjustment is necessary to account for the significant travel and logistical considerations involved in servicing areas across this major waterway. Consequently, the applicable zone charges for such requests will be determined based on the distance from the Chesapeake Bay Bridge-Tunnel, rather than our primary dispatch center. We appreciate your understanding and are committed to providing transparent and fair pricing for all our valued customers, regardless of their geographical location. For more detailed information on our zone charges and how they may apply to your specific location, please feel free to contact our customer service team.
9. AFTER-HOURS SERVICE CALLS: Service requests received outside of our standard business hours will be subject to a minimum charge equivalent to 4 hours of service. This policy is in place to account for the additional resources and staffing required to accommodate after-hours service needs. We endeavor to provide prompt and efficient service at all times and appreciate your understanding of the necessity for this policy in ensuring the readiness and availability of our service team during non-standard hours.
10. SAME-DAY CANCELLATION FEE: In the event that a service call is canceled on the same day it is scheduled to occur, a cancellation fee of $150 will be charged to the Buyer. This fee is imposed to cover the costs associated with the allocation of resources and scheduling adjustments made to accommodate the initially requested service. We understand that plans can change, and we strive to be as flexible as possible; however, this fee is necessary to ensure we can continue to provide high-quality service to all our customers.
UNDER NO CIRCUMSTANCES SHALL THE SELLER HAVE ANY LIABILITY FOR LIQUIDATED DAMAGES OR FOR COLLATERAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR THE LOSS OF PROFITS, OR FOR ACTUAL LOSSES OR FOR LOSS OF PRODUCTION OR PROGRESS ON CONSTRUCTION, WHETHER RESULTING FROM DELAYS IN DELIVERY OR PERFORMANCE, BREACH OF WARRANTY, CLAIMS OF INCORRECT WEIGHING, CLAIMS OF OR FOR NEGLIGENT MANUFACTURE, ACTS OF GOD, OR OTHERWISE. THE AGGREGATE TOTAL LIABILITY OF THE SELLER UNDER THIS CONTRACT, WHETHER FOR BREACH OF WARRANTY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE CONTRACT PRICE.
BUYER AGREES TO INDEMNIFY AND HOLD HARMLESS SELLER FROM ALL CLAIMS BY THIRD PARTIES WHICH EXTEND BEYOND THE FOREGOING LIMITATIONS ON SELLERS LIABILITY. NO TERMS, CONDITIONS, UNDERSTANDING, OR AGREEMENTS PURPORTING TO MODIFY THE TERMS OF THIS WARRANTY SHALL HAVE ANY LEGAL EFFECT UNLESS MADE IN WRITING AND SIGNED BY A CORPORATE OFFICER OF BLACKTHORN SCALES AND THE BUYER.
