Terms and Conditions

WINCO MFG., LLC TERMS AND CONDITIONS OF SALE
APPLICATION
These Terms and Conditions of Sale (“Terms”) will apply to all quotations and sales for goods by Winco Mfg., Inc. (“Winco”) and are hereby incorporated into the quotation, invoice or other document to which they are attached (“Order” and, together with the Terms and Conditions, the “Contract”).  All purchases by customer, owner or its agent (“Buyer”) are expressly limited and conditioned upon acceptance of the Terms.  Winco objects to and rejects any provision additional to or different from the Terms that may appear in Buyer’s purchase order, acknowledgement, confirmation, writing, or in any other prior or later communication from Buyer to Winco.  For the purposes of these Terms, the term “Products” shall refer to the goods, material and equipment listed on the Order.
PAYMENT TERMS
Any amounts not paid by the due date on the invoice are subject to a 1 ½ % service charge per month (18% annum), or the highest interest rate allowed by applicable law, whichever is less.  Winco will not ship on any past due account.  Legal and collection fees incurred by Winco for any past due invoice are the responsibility of the Buyer.  If, in Winco’s judgment, the creditworthiness or future performance of Buyer is impaired, Winco may suspend performance under the Contract and/or require prepayment by wire transfer prior to any shipment of Products.  Winco accepts only out-of-pocket non-insurance payments.
PO REQUIREMENTS
All orders must include the following in order to expedite the order entry process:  correct pricing, specified vinyl color, TB133 requirement confirmed or waived (for CA, IL, MA, MN), contact name/ phone number/e-mail for ship to address, shipping requirements (added cost lift gate, inside delivery, etc.) and special order instructions.  An updated PO will be required if above information is missing and/or incorrect.
WARRANTY
Winco Mfg., LLC warrants the products as follows:
• One Year Warranty includes complete product for one (1) year against manufacturer defects.  Repair or replacement is at Winco’s sole discretion. Winco will pay freight for all approved First Year Warranties.
• Three Year Warranty includes manufacturing defects in Electrical Components, Gas Springs, Reclining Mechanisms, Casters and Vinyl Parts.  Buyer will be responsible for paying freight on Three Year Warranty claims.
• Lifetime Warranties include steel and aluminum chair frames against manufacturer defects. Buyer will be responsible for paying freight on Lifetime Warranties.  This limited warranty does not apply to paint/finish or any components attached to the frame, such as: upholstery, foam, casters, mechanisms or related parts. 
* Vinyl damage including cracking and delamination due to improper care and/or cleaning are excluded.
*Serial Numbers required, Pictures must be provided for review in all Warranty Claims to determine root cause.
* Review full Warranty Terms and Conditions on our website, www.Wincomfg.com
* Costs may be applicable if part returned does not fall under Warranty Terms.
If during the applicable warranty period Products do not meet the warranties set forth above, Winco will repair the Products or supply identical or substantially similar replacement Products, at Winco’s sole discretion.  Any replacement Products will be warranted for the unexpired portion of the warranty period applicable to the particular Products. These warranties will be voided if (i) the Products have not been stored or maintained in accordance with specific instructions provided by Seller; (ii) the Products have been subjected to any accident, misapplication, corrosion, damage, abuse or misuse; or (iii) Buyer has modified the Products.

ALL WARRANTIES OR REPRESENTATIONS NOT SPECIFICALLY INCLUDED IN THESE TERMS, INCLUDING THOSE WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WHETHER EXPRESSED, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING, USAGE OF THE TRADE OR OTHERWISE WITH RESPECT TO ANY PRODUCTS, ARE EXPRESSLY EXCLUDED.  BUYERS’S REMEDIES ARE SPECIFICALLY LIMITED TO THE REPAIR OR REPLACEMENT OF THE PRODUCTS DURING THE APPLICABLE WARRANTY PERIOD, AND ARE EXCLUSIVE OF ALL OTHER REMEDIES.  SHOULD THESE REMEDIES BE FOUND INADEQUATE OR TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE FOR ANY REASON WHATSOEVER, BUYER AGREES THAT RETURN OF THE AMOUNT PAID BY BUYER TO WINCO UNDER THE CONTRACT SHALL PREVENT THE REMEDIES FROM FAILING OF THEIR ESSENTIAL PURPOSE AND SHALL BE CONSIDERED BY BUYER AS A FAIR AND ADEQUATE REMEDY.            
LIMITATION OF LIABILITY 
THE LIABILITY OF WINCO IS LIMITED TO THE PRICE ALLOCABLE TO THE PRODUCTS DETERMINED DEFECTIVE, AND IN NO EVENT WILL THE CUMULATIVE LIABILITY OF WINCO BE IN EXCESS OF THE TOTAL PAYMENTS RECEIVED FROM BUYER UNDER THE CONTRACT, WHETHER ARISING UNDER WARRANTY/GUARANTEE, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, DEFENSE OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER. 
NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUES OR OTHER ECONOMIC LOSSES, WHETHER ARISING UNDER WARRANTY/GUARANTEE, CONTRACT, NEGLIGENCE (INCLUDING NEGLIGENT MISREPRESENTATION), STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES, INCLUDING ANY THEORIES OF CONCURRENT LIABILITY ARISING FROM A DUTY OF CARE BY OPERATION OF LAW OR OTHERWISE. 
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  BUYER’S REMEDIES ARE LIMITED TO THOSE REMEDIES STATED HEREIN AND THESE REMEDIES SHALL NOT FAIL THEIR ESSENTIAL PURPOSE BECAUSE BUYER IS LIMITED TO THE EXCLUSIVE REMEDIES AS STATED HEREIN.  THE PROVISIONS OF THIS SECTION ENTITLED “LIMITATION OF LIABILITY” SHALL APPLY TO ANY ADDITIONAL PURCHASES OF PRODUCTS BY BUYER FROM WINCO AFTER THE DATE OF THE ORDER.
RETURNS
All returns or exchanges must be pre-approved by Winco.  Products must be returned within 30 days, unused, in their original packaging with a return authorization (RMA) number provided by Winco.  The dealer/customer is responsible for all return freight charges and logistics without exception.  A 30% restocking fee will be applied on all returns.  Custom/modified products and custom vinyl orders are not returnable under any circumstances. Clearance items are not returnable. Charges apply for materials and freight if replacement packaging for return shipments is required.
SHIPPING; TITLE; RISK OF LOSS; INSPECTION/REJECTION
Products will be shipped F.O.B. Winco. All orders will be shipped pre-pay and add (freight charges will be added to the invoice total) unless otherwise indicated on the purchase order. There is no drop-ship fee.  Specific routing instructions must be indicated on each purchase order.  Free freight: applies to one single order over $6,000.00, with one direct point destination within the continental U.S. only.  Free freight does not apply to custom orders or any special freight services (such as lift gate & inside delivery) and does not apply to Stretchair or TransMotion Medical Products.  Whenever possible and with all tables, Winco ships products knocked-down (KD).  Winco will provide LTL freight charge estimates and volume freight charge estimates upon request. Any delivery to facilities without dock doors will be assessed a mandatory lift gate fee. Buyer will be responsible to pay Winco additional freight charges if incurred. Winco reserves the right to bill customer, at any time, for the following: fuel surcharges, redelivery fees, re-consignment fees, any additional services performed at time of delivery that were not initially requested on customer's purchase order.  A residential fee of $75.00 will be applied for each applicable shipment.  Winco shall use reasonable efforts to meet buyer’s
requested delivery date, but Winco does not guarantee a specific delivery date. Title in the products will pass to buyer only upon payment in full, and the risk of loss or damage to the products will pass to buyer upon delivery in accordance with the contract.
IN THE EVENT OF FREIGHT DAMAGE
Buyer shall not sign a "free-and-clear" delivery receipt if the packaging indicates potential damage to the product.  Buyers shall immediately un-box and thoroughly inspect shipment upon delivery. Damaged shipments should be signed for as damaged or they should be refused depending upon the condition of the product(s) and/or shipment.  Buyer shall save all packaging materials for inspection by freight carrier if there is damage or shortages.  Failure to notify Winco and freight carrier of shipment damages / shortages within 4 days of receipt constitutes proof that the product(s) were accepted without fault.  Winco will not be held responsible for additional costs associated with damage if notification does not take place in the allotted time frame and the above instructions are not followed.   NOTE: ALL GROUND SHIPMENTS WILL BE EXCLUSIVELY VIA FEDEX.  Winco will not ship any finished product via UPS ground on customer accounts without a signed waiver by purchaser.  Waiver releases Winco of any freight damage claims or replacement costs if UPS is selected.

Title in the Products will pass to Buyer only upon payment in full, and the risk of loss or damage to the Products will pass to Buyer upon delivery in accordance with the Contract.


SALES TAX
Winco is required by law to collect and remit state sales tax on any products shipped to Florida, Texas, California, Ohio, and Wisconsin for all non-tax exempt customers. Winco does not currently collect sales tax on products shipped to other states. However, customer may incur a use tax to the state in which they reside. Please contact your local taxing authority. Winco may amend the states in which it collects taxes from time to time as required by law and without advance notice.  Proof of valid Tax exempt and resale certificates will be required from time to time or as updated. Please contact your local taxing authority.
ORDER CHANGES OR CANCELLATIONS
If the order is already in production at the time of change or cancellation, 10% of the order value will be added as a cancellation fee.  Cancellation of Custom Vinyl or Modified Product requests ordered but not in production will incur a 20% cancellation fee, plus the costs of any raw materials procured to fill the order.  Custom Vinyl or Modified Products requests already in production cannot be cancelled and will be invoiced at 100% of order.
MINIMUM ORDER
Minimum order size is $25. Orders under $25 will be referred back to purchaser to request addition of product or payment of a service fee in order to meet order minimum.
SPECIFICATIONS SUBJECT TO CHANGE
While we endeavor to maintain stable pricing and consistent products, due to conditions beyond our control, prices, and specifications are subject to change without notice.  We reserve the right to add or delete products at any time and without prior notice. Always check with your representative for the latest specifications, features and product availability prior to order.
CUSTOM VINYL
COM-Customer’s Own Material or other special order vinyl colors and patterns are priced at product price with the customer supplying the material. COM’s will incur an administrative fee of $50 per order. A minimum 6”x6” sample of material will be required in advance for engineering review and approval.  Custom vinyl orders cannot be returned or cancelled once material has been ordered and production has begun.
Sure-Chek® is a registered trademark of Herculite, Inc.
GOVERNING LAW; VENUE/JURISDICTION
The Contract and its execution, performance, interpretation, construction and enforcement shall be governed by the law, both procedural and substantive, of the State of Florida, without regard to its conflicts of law rules.  Any action or proceeding between Buyer and Winco relating to the Contract shall be commenced and maintained exclusively in the State or federal courts in Marion County, Florida, and Buyer submits itself unconditionally and irrevocably to the personal jurisdiction of such courts.
COMPLIANCE WITH LAW
Buyer shall comply with all applicable laws in its performance of the Contract and shall neither take nor refrain from taking any action that could result in liability for either Buyer or Winco under applicable law.
MISCELLANEOUS
Neither party will have any liability, other than for the payment of monies owing, for their failure to perform any of their contractual obligations arising out of or in connection with events or occurrences beyond the reasonable control of either party, including acts of God, fire, explosion, breakdown of machinery or equipment, plant shutdown, strikes or other labor disputes, acts of terrorism or war, riots or other civil disturbances.
The Contract shall supersede all prior negotiations, discussions, and dealings concerning the subject matter hereof, and shall constitute the entire agreement between Seller and Buyer concerning the subject matter hereof.  There are no understandings, inducements, commitments, conditions, representations or warranties of any kind, whether direct, indirect, collateral, express or implied, oral or written, from either party to the other, other than as contained in this Agreement.  Neither party shall claim any amendment, modification or release of any provisions hereof unless the same is in writing and signed by both parties.   No waiver by Buyer of any breach of any terms, conditions or obligations under the Contract shall be deemed a waiver of any continuing or subsequent breach of the same or any other terms, conditions or obligations hereunder.
All orders must include the following in order to expedite the order entry process:  correct pricing, specified vinyl color, TB133 requirement confirmed or waived (for CA, IL, MA, MN), contact name/ phone number/e-mail for ship to address, shipping requirements (added cost lift gate, inside delivery, etc.) and special order instructions.  An updated PO will be required if above information is missing and/or incorrect.