Unless and except to the extent expressly stated otherwise by Banjo Corporation in writing, these Terms and Conditions will apply to all Quotes issued by Banjo Corporation and all Orders placed with Banjo Corporation for Banjo and other products.
- Banjo may provide Quotes in writing or by phone, email or fax. If a Quote given by phone is confirmed by Banjo in writing or by email or fax, the price in Banjo’s written confirmation, email or fax shall be deemed to be the quoted price.
- Quotes are non-binding and may be withdrawn or revised by Banjo at any time prior to acceptance of an Order by Banjo.
- The minimum amount for all Orders is US $50.00 net.
- For products sold in bags, Orders must be for full bag quantities. (List found here.) Where applicable, Banjo will change any order line item that does not meet bag quantities to conform to bag quantities.
- There is a special handling fee on orders requesting drop shipment. The special handling fee is 10% of the total value of the order exclusive of charges for freight, insurance, sales taxes, duties, customs broker fees, and other similar taxes and charges.
- Orders may be submitted in writing via fax, email or EDI.
- All Orders are subject to acceptance by Banjo. Banjo may confirm acceptance of an Order in writing, phone, email or fax. Entry of an Order or shipment of the products ordered shall also constitute acceptance of an Order.
- No terms or conditions set forth in or referenced on Customer’s Order form that conflict with, are in addition to or are different from these Terms and Conditions shall apply to any Order or be binding on Banjo.
- No Order accepted by Banjo may be cancelled or changed by Customer without Banjo’s consent. Banjo reserves the right to charge a fee, equal to 10% of the value of the Order, for order changes or cancellations.
- Lead-times are determined from the date an Order is entered. Orders received before 2:00 PM Eastern Time will be entered that day.
- Shipment dates provided by Banjo are estimates only, and Banjo will have no liability if it fails to ship products on the expected shipment date, whether or not the expected shipment date is within the typical shipping period.
- Unless an Order clearly requests expedited shipping, the Order will be treated as a routine Order. When expedited shipping is requested, a designated carrier must be specified. Same day or next working day shipment is generally not available for large order quantities and made to order, special construction, custom and, special order Products. Banjo shall have no liability if it is unable to provide expedited shipping for an Order. Expedited Orders have a 10 line item maximum.
- All line items must use Banjo part numbers. Banjo will disregard any line item that does not reference a valid, active Banjo part number.
- All Orders and terms of payment are subject to Banjo credit approval.
INTERNATIONAL ORDERS AND SHIPMENTS
- The terms in this section (INTERNATIONAL ORDERS AND SHIPMENTS) apply to orders and shipments from Banjo’s Crawfordsville, Indiana facility to international locations.
- If Customer uses a freight forwarder or specifies that an Order is will-call, Customer will have 72 hours, after Banjo has advised Customer an Order is complete and ready for shipment, to ship from Banjo’s facility. If an Order has not left Banjo’s facility within this 72 hour period, Customer will be charged 1% of the shipment invoice value to each additional 24-hour period that the shipment remains at the Banjo’s facility. If these requirements are not met, Banjo will schedule the freight at the customer’s expense. Banjo will make every effort to ensure competitive lead times and costs.
- Once a confirmed order confirmation is received, purchase order add-ons and/or deletions will not be allowed 5 Business Days after original order date.
- Price shall be the price quoted by Banjo or, if no price is quoted, the price listed in Banjo’s published price list in effect at the time of Order entry, plus, in each case, any applicable surcharges.
- Banjo may change list prices for products at any time without notice.
- Prices are per item. In the case of products ordered in bag or box quantities, the price for the bag or box is the per item price multiplied by the number of items in the bag or box.
- Banjo may increase prices or impose surcharges to pass through increases in Banjo’s costs or otherwise after a price is quoted. In addition, prices may be increased and surcharges may be imposed if Customer requests changes in shipping dates, quantities or specifications or otherwise modifies an Order.
- All prices are net prices to Banjo and are exclusive of freight, insurance, sales taxes, duties, customs broker fees, and other similar taxes and charges. All such items shall be the sole responsibility of Customer and, to the extent paid by Banjo, may be invoiced to Customer by Banjo.
- All prices are in United States Dollars and FCA (Incoterms 2010) origin (Banjo’s Crawfordsville, Indiana facility).
- All products will be shipped from Banjo’s Crawfordsville, Indiana facility.
- Title to product passes to Customer and all risk of loss and damage to product shall pass to Customer immediately upon shipment, and Customer shall look solely to the carrier for any loss or damage during shipment.
- Orders shipped using UPS will be freight prepaid and add. &; all other Orders will be shipped freight collect.
- When there are multiple shipments against the same Order, each shipment will be treated as a separate Order for freight terms.
- If Customer uses a freight forwarder or specifies that an Order is “will-call”, Customer will have 48 hours, after Banjo has advised Customer an Order is complete and ready for pick up, to ship from Banjo’s facility. If an Order has not left Banjo’s facility within this 48-hour period, Customer will be charged 1% of the shipment invoice value for each additional 24-hour period that the shipment remains at the facility. Banjo may also place the shipment in public storage at Customer’s expense and without liability to Banjo.
- With credit approval, payment term will be 1% 15, Net 30 days from date of invoice. Payment date is the date funds are received and acknowledged by Banjo.
- Without credit approval, payment is required when Order is placed. 1% discount is not applicable when payment is required upon Order placement.
- Visa and MasterCard are accepted for payment. 1% discount is not applicable for credit card payments.
- Amounts not paid within terms are subject to a 1.5% per month service charge or the maximum rate permitted by applicable law, whichever is less.
- Banjo retains and is granted a first lien and security interest in all products and proceeds to secure payment of the price and other amounts payable to it in connection with an Order. In the event Customer fails to pay any amount within terms, Banjo may exercise any and all rights granted to a secured creditor under the Uniform Commercial Code and other applicable law. Customer authorizes Banjo to file and sign in its name all such UCC statements and other documents that Banjo deems necessary or appropriate to evidence and enforce its first lien and security interest in products and proceeds.
- Banjo shall have the right to set off and deduct amounts due to Banjo and its affiliated companies from Customer and its affiliated companies against amounts due to Customer and its affiliated companies in connection with returns or otherwise.
- All payments must be made in US Dollars.
- Other payment terms may apply at Banjo’s discretion.
Performance specifications for Banjo products are determined under controlled laboratory conditions and according to specific test requirements. The results of these tests are not intended to define the performance of any Banjo product under actual conditions or specific applications. Banjo does not warrant the fitness or suitability of any Banjo or other product for any purpose or application, and Customer will have sole responsibility and liability for determining the fitness and suitability of all Banjo and other products sold by Banjo for the purposes and applications for which they are used, including the ability of products to satisfy applicable health, safety and environmental standards and requirements, compatibility of products with chemicals and other substances, and compatibility of products with conditions of actual use, including pressures and temperatures. Field testing by Customer under conditions of actual use is recommended prior to using a product for a particular purpose or application.
Subject to the Performance Specifications above below and the Warranty Exceptions and Exclusions below:
- Banjo warrants that Banjo products in the form supplied by Banjo will be free of defects in material and workmanship for a period of 12 months from the date of invoice.
- THE ABOVE WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY MADE BY BANJO. NO OTHER EXPRESS OR IMPLIED WARRANTY OF ANY KIND, ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE WITH RESPECT TO THE QUALITY, WORKMANSHIP, MATERIALS, DESIGN, PERFORMANCE, FITNESS OR SUITABILITY OF ANY BANJO OR OTHER PRODUCT.
- If a warranty claim is approved by Banjo, Banjo will either replace or repair the non-conforming Banjo product free of charge or, at Banjo’s sole discretion, refund or credit to Customer the purchase price Banjo received for such non-conforming Banjo product. Such replacement, repair, refund or credit will be Banjo’s sole liability and obligation and Customer’s sole remedy with respect to any nonconforming or defective Banjo product. All Banjo products that are replaced shall be the property of Banjo. Customer shall be responsible for all freight charges in connection with any replacement or repair. Free replacement products and repair parts will not be provided prior to approval of a warranty claim.
- The Banjo Part No., Banjo Serial No. (if any), invoice number, and date of purchase of the Banjo product claimed to be defective are required for all warranty claims. In addition, if requested by Banjo, a Banjo product that is the subject of a warranty claim must be returned to Banjo, and Banjo may require Customer to provide records and information to enable Banjo to determine the root cause of the issue with a Banjo product that is claimed to be defective.
- Banjo products are products manufactured by Banjo. Products of other manufacturers that Banjo may sell, including, but not limited to, engines, hydraulic motors and electric motors, are not Banjo products and are not covered by the above warranty.
WARRANTY EXCEPTIONS AND EXCLUSIONS
Notwithstanding anything to the contrary:
- Banjo products that are quoted as being sold “Without Warranty” are not warranted.
- Banjo products that are quoted with a warranty less than 12 months from the date of invoice are warranted only for the period specified in the quote.
- A warranty claim must be asserted during the applicable warranty period, and Banjo shall have no liability or obligation of any kind with respect to a Banjo product if a warranty claim is asserted after the expiration of the applicable warranty period for such Banjo product.
- Banjo shall have no liability or obligation of any kind with respect to a Banjo product if Banjo is not given the opportunity, after receiving a warranty claim with respect to such Banjo product, to examine such Banjo product at its Crawfordsville, Indiana facility.
- Banjo shall have no liability or obligation of any kind with respect to a Banjo product if Customer makes any further use of such Banjo product after asserting a warranty claim with respect to such Banjo product.
- Banjo shall have no liability or obligation of any kind with respect to an issue with a Banjo product that is directly or indirectly attributable to normal wear, corrosion, neglect, misuse, alteration, modification, improper handling, improper storage, improper installation, improper maintenance, improper repair, failure to follow Banjo’s oral or written instructions, damage during or after shipment, any non-Banjo product with which such Banjo product is used, or use of such Banjo product for a purpose or application for which it is not fit or suitable.
- Banjo makes no warranty with respect to products of other manufacturers that Banjo may sell, including, but not limited to, engines, hydraulic motors and electric motors. Any warranty with respect to products of other manufacturers shall be limited to a pass through of the other manufacturer’s warranties to the extent permitted by the manufacturer.
Banjo may make design and other product changes at any time without notice.
To the maximum extent permitted by law:
- In no event shall Banjo or any of its affiliated companies have any liability in connection with any Order or product for special, incidental, indirect, consequential or punitive damages, including, but not limited to, any loss of sales, profits, income or business, loss of contracts, loss of goodwill, damage to reputation, loss of property, or loss of information or data, whether or not advised of the possibility of such damages.
- In no event shall Banjo and its affiliated companies have any liability in connection with any Order or product in an aggregate amount in excess of the lesser of (i) in the case of any individual Order, the total price payable to Banjo by Customer under the Order, or (ii) in the case of any individual product, 125% of the price that Banjo received for such product.
Return requests should be made to Banjo customer service with Part No., Serial No. (if any), type of product, quantity, price paid, invoice number and date of purchase. Prior to return, a Return Goods Authorization (RGA) number must be obtained from Banjo customer service. Returned products must be clearly marked with the RGA number on the outside of the packaging and on the packing list and returned freight prepaid. COD and freight collect returns will not be accepted. Credits cannot be deducted unless and until a credit memo has been issued by Banjo. Customer shall bear all risk of loss and damage to product during shipment, both during shipment to Banjo and during shipment from Banjo, and Customer shall look solely to the carrier for any loss or damage during shipment.
- Warranty Claim: The Banjo Part No., Banjo Serial No. (if any), invoice number, and date of purchase are required for all warranty claims. If requested by Banjo, a Banjo product that is the subject of a warranty claim must be returned to Banjo. If a warranty claim is approved, replacement, repair, refund or credit for the non-conforming Banjo product is typically made within 30 days after receipt of the product by Banjo. Only unmodified Banjo products may be returned to Banjo for warranty claims. Products must be free of misuse, abuse, or transport damage. Non-Banjo products will not be accepted for warranty claims.
- Non-Warranty Repair: If a product is repairable, the repaired product will be returned freight collect, and a repair invoice for labor and materials will be issued. Banjo will have the right to require payment in advance of making a repair. Free replacement products and repair parts will not be provided for products that are being repaired. Only Banjo products should be returned to Banjo for repair. Banjo will not accept non-Banjo products for repair.
- Wrong Product/Excess Quantity Shipped: If the wrong product or excess quantity is shipped, the wrong product or excess quantity may be returned to Banjo for credit within 30 days of shipment. If more than 30 days has elapsed since shipment, the return will be treated as listed in Other Return, as provided below. Returned product must adhere to the conditions listed in Conditions for Product Returns for Credit, as provided below. Return acceptance and credit are subject to inspection of returned product by Banjo. If the claim is approved, credit for the returned product is typically made within 30 days after receipt of the product by Banjo.
- Other Returns: Except as provided above under Wrong Product/Excess Quantity Shipped, returns for credit are at the sole discretion of Banjo, and Banjo reserves the right to refuse to accept the return of any product. Returned product must not be older than one year from date of original shipment from Banjo.
- Conditions for Product Returns for Credit (conditions apply to products not otherwise covered by warranty): Returned product must be:
- A Banjo product (non-Banjo products will not be accepted)
- Unused and in new condition
- The current version of product Banjo is selling
- Complete with all items originally shipped (including in bag quantities if originally shipped as such)
- In its original box or packaging
- Free of misuse, abuse, or transport damage
Return acceptance and credit are subject to inspection of returned product by Banjo. If Banjo approves the return it will be subject to a minimum restocking charge of 30% of the original invoiced value of the product. An offsetting Order of equal or greater value may be required as a condition to approval of a return.
- Additional Product Return Requirements (where applicable):
- Engines must be empty of all fuel
- Products that have been used must be thoroughly cleaned and all chemicals and other substances used with the products must be fully neutralized. All chemicals and other substances used must be specifically identified, and a Material Safety Data Sheets (MSDS) must be provided for each chemical and other substance used. Banjo shall have the right to refuse to accept or work on products which have not been thoroughly cleaned and for which all chemicals and other substances used have not been fully neutralized.
- For products that have failed during use, the particulars of the failure must be provided, including a description of the application and circumstances of the failure (pressure, temperature, etc.)
PRODUCTS LOST OR DAMAGED DURING SHIPMENT
Although Customer bears all risk of loss or damage during shipment, Banjo will assist Customer in filing claims for loss or damage during shipment. To initiate a claim, Customer should contact the Banjo Inside Sales team. Claims will be submitted by Banjo, as shipper, in Customer’s name, as consignee. Banjo has no liability or responsibility if a claim is not approved in whole or in part by the carrier.
- Lost Shipment Claims: Banjo must be notified of a lost shipment and provided with all required information not earlier than one day or later than seven days after the expected delivery date. An investigation to locate the shipment will be conducted by the carrier. The claim process will normally take seven to ten days after the carrier is notified of the lost shipment by Banjo. If the lost shipment is found, it will be delivered to the “deliver to” name and address on file. If the shipment is not found, the claim is approved by the carrier and payment is made to Banjo by the carrier, a credit in the amount of the payment will be issued to Customer by Banjo, but only after the payment is received by Banjo and only if Banjo has not provided a replacement for the lost product for which it has not received payment from Customer.
- Damaged Shipment Claims: Banjo must be notified of a damaged shipment and provided with all required information not later than three days after the actual delivery date. The shipment must be secured in the original shipping carton or packaging at the “deliver to” address. An inspection of the damaged shipment will be conducted by the carrier. The claim process will normally take approximately ten to twenty days. In some cases, the damaged product may be required to be returned to Banjo for repair. If the claim is approved by the carrier and payment is made to Banjo by the carrier, a credit in the amount of the payment will be issued to Customer by Banjo, but only after the payment is received by Banjo and only if Banjo has not made repairs or provided a replacement for the damaged product for which it has not received payment from Customer.
- Required Information for all Claims: The following information is required for all claims:
- Customer purchase order number
- Banjo sales order number
- Tracking number / Pro number
- Customer contact name
- Customer contact phone number
- Deliver to name
- Deliver to address
- Deliver to contact name
- Deliver to contact phone number
- Expected (if lost shipment) or actual (if damaged shipment) delivery date
Customer Options: Customer will have the following options when a shipment is lost or damaged:
- Wait for the loss or damage claim to be processed, which may or may not result in a payment or credit to Customer.
- Purchase a new product from Banjo to replace the lost or damaged product and wait for the loss or damage claim to be processed, which may or may not result in a payment or credit to Customer.
- When a damaged shipment is released by the carrier, request a Return Goods Authorization (RGA) from Banjo and return the damaged product to Banjo for a charged repair or replacement by Banjo and then process the repair or replacement charges as part of the damage claim, which may or may not result in a payment or credit to Customer.
- When a damaged shipment is released by the carrier, repair the damaged product itself and then process its repair costs as part of the damage claim, which may or may not result in a payment or credit to Customer.
All patents and other intellectual property rights in relation to Banjo products remain the sole and exclusive property of Banjo.
Notwithstanding anything to the contrary, Banjo shall not be liable for any delay in performance or inability to perform that is directly or indirectly attributable to or caused by any circumstance or event beyond its reasonable control, including, but not limited to, war; riot; civil disturbance; act of terrorism; accident; sabotage; theft; malicious damage; confiscation; nationalization; embargo; compliance with law, rule, regulation or governmental or regulatory order or directive; act of government or authority; interruption, shortage or restriction in transportation, power, utilities, materials, parts or components; damage or destruction of facilities or equipment; natural disaster; fire; explosion; flood; storm; strike; lockout; labor dispute; labor shortage; epidemic or other widespread illness, or breach or default of suppliers or subcontractors.
Products and related technical information, data, documents and materials are subject to export controls under U.S. Export Administration Regulations and Department of the Treasury embargo regulations. Customer shall strictly comply with all such export controls and shall fully cooperate with Banjo in any official or unofficial investigation, audit or inspection that relates to any of such controls, and shall not export, re-export, divert or transfer, directly or indirectly, any products or related technical information, data, documents and materials to any party or destination or for any use that is subject to an embargo or otherwise prohibited pursuant to such controls, unless Customer has obtained all required U.S. governmental and regulatory approvals, authorizations and licenses. Banjo shall have the right to refuse to ship a product at any time at its sole discretion if it believes the shipment may be made or diverted to a prohibited party or destination or for a prohibited use or a required approval, authorization or license has not been obtained.
Quotes, orders, acceptances and these Terms and Conditions shall be governed by and interpreted in accordance with the laws of the United States and the State of Indiana, and the rights, liabilities and obligations of Banjo and Customer shall be determined under the laws of the United States and the State of Indiana. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Banjo shall have the right to modify these Terms and Conditions at any time in its sole discretion. No course of dealing between Banjo and Customer shall operate to modify or waive any of the provisions of these Terms and Conditions.
OTHER TERMS AND CONDITIONS
Other terms and conditions may apply only if and to the extent specifically set forth and agreed to in writing by Banjo.