Terms & Conditions
Last Updated: 03/05/2026
1. Definitions
1.1. “Seller” refers to Machinery Sales Company, Inc. dba. US Industrial, a Tennessee corporation with its principal place of business at 120 Webster Ave. Memphis, Tennessee 38126.
1.2. “Buyer” refers to any individual or legal entity purchasing goods or services from the Seller.
1.3. “Products” refers to press brakes, machinery, accessories, spare parts, and any related items manufactured, distributed, or serviced by US Industrial.
2. Scope and Acceptance
2.1. These Terms and Conditions (“T&C”) govern all quotations, offers, sales, and deliveries of the Seller’s Products.
2.2. Any additional or different terms proposed by the Buyer shall not be binding unless expressly agreed to in writing by an authorized representative of the Seller.
2.3. By placing an order or accepting delivery of Products, the Buyer agrees to be bound by these T&C.
3. Quotations and Orders
3.1. Quotations: All quotations provided by the Seller are valid for [30 days], unless otherwise stated. The Seller reserves the right to modify or withdraw any quotation before the Buyer’s acceptance.
3.2. Orders: Orders are subject to acceptance by the Seller, which may be provided in writing or by other electronic means (e.g., email).
3.3. Changes: Any changes or cancellations requested by the Buyer must be submitted in writing and are subject to the Seller’s prior written approval. Additional charges may apply.
4. Pricing
4.1. Prices: All prices are in U.S. Dollars (USD) and exclude applicable taxes (including sales, use, or excise taxes), shipping, and handling charges, unless otherwise stated.
5. Delivery and Risk of Loss
5.1. Delivery Terms: Unless otherwise agreed, deliveries are made F.O.B. Memphis, Tennessee. Risk of loss or damage to the Products passes to the Buyer upon delivery to the carrier.
5.2. Delivery Dates: Any delivery dates provided are estimates. The Seller shall not be liable for any damages due to delays beyond its reasonable control.
5.3. Inspection: The Buyer must inspect the Products upon receipt and notify the Seller in writing of any damage or shortages within 10 business days. Failure to do so constitutes acceptance of the Products as delivered.
6. Limited Warranty
6.1. Warranty Period: The Seller warrants that the Products will be free from material defects in workmanship and materials for a period of 12 months from the date of delivery, under normal use.
6.2. Warranty Claims: Any warranty claim must be made in writing within the warranty period. The Seller’s sole responsibility under this warranty is, at its discretion, to repair or replace any defective parts.
6.3. Exclusions: This warranty does not cover normal wear and tear, misuse, abuse, improper installation or maintenance, modifications by the Buyer, or damage caused by external factors (e.g., power surges, accidents, etc.).
6.4. Disclaimer: EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
7. Limitation of Liability
7.1. No Consequential Damages: UNDER NO CIRCUMSTANCES SHALL THE SELLER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING LOSS OF PROFITS, BUSINESS, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2. Maximum Liability: THE SELLER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SALE OR USE OF ITS PRODUCTS SHALL NOT EXCEED THE AMOUNT PAID BY THE BUYER FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.
8. Returns and Restocking
8.1. Return Authorization: Returns require prior written authorization from the Seller. Unauthorized returns will be refused.
8.2. Condition of Returns: Returned Products must be in new, unused, and resalable condition, with original or equivalent packaging (unless returning due to a valid warranty claim).
8.3. Restocking Fee: A restocking fee of up to 30% of the invoice value may apply for non-warranty returns. The Buyer is responsible for all shipping charges related to such returns.
9. Compliance with Laws
9.1. Export Controls: The Buyer shall comply with all applicable U.S. export control and trade sanctions laws and regulations.
9.2. Local Regulations: The Buyer is responsible for complying with local laws, regulations, and ordinances relating to the installation, operation, and maintenance of the Products.
10. Force Majeure
10.1. Definition: The Seller shall not be liable for delays or failures caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, labor disputes, war, terrorism, pandemics, or governmental actions.
10.2. Tariffs: In the event of the imposition of new or increased tariffs, duties, or other trade-related costs after a quotation is issued (or during the term of any agreement between the Seller and the Buyer), the Seller reserves the right to adjust pricing accordingly to reflect such additional costs. If the Buyer declines to proceed with the updated pricing, the order shall be considered canceled by the Buyer, and an amount equal to up to thirty percent (30%) of the total order price to cover administrative costs, processing, and lost sales opportunities. If the Buyer has paid more than this amount at the time of cancellation, Seller will refund any excess payment after deducting the applicable cancellation amount.
11. Intellectual Property
11.1. Ownership: All intellectual property rights relating to the Products (including designs, drawings, and technical documentation) remain the exclusive property of the Seller.
11.2. Restrictions: The Buyer shall not reverse engineer, decompile, or disassemble any of the Seller’s Products, nor infringe upon any patents, trademarks, or other intellectual property rights belonging to the Seller.
12. Governing Law and Dispute Resolution
12.1. Governing Law: These T&C and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles.
12.2. Forum Selection: The parties agree that the exclusive venue for any legal action relating to these T&C shall be in the state or federal courts located in Memphis, Shelby County, Tennessee. The parties consent to personal jurisdiction in these courts.
12.3. Arbitration Option: The Seller may, at its sole discretion, elect to have any dispute submitted to binding arbitration in Memphis, Tennessee, pursuant to the commercial arbitration rules of the American Arbitration Association. In such cases, the arbitration award shall be final and binding on both parties.
13. Confidentiality
13.1. Confidential Information: The Buyer shall treat as confidential any non-public business or technical information disclosed by the Seller.
13.2. Exceptions: Confidentiality obligations do not apply to information that is publicly available without breach of these terms and conditions or lawfully obtained from a third party without confidentiality obligations.
14. Termination
14.1. Termination for Breach: The Seller may terminate any order immediately if the Buyer fails to comply with these T&C or becomes insolvent or subject to any bankruptcy proceeding.
14.2. Effects of Termination: Upon termination, all rights and obligations of the parties shall cease, except for any liabilities that accrued prior to the termination date.
14.3. Order Cancellation by Buyer: Orders accepted by Seller may not be cancelled without Seller’s written consent. In the event of cancellation, Buyer agrees that Seller may retain up to thirty percent (30%) of the total purchase price as liquidated damages to compensate Seller for administrative costs, allocation of inventory, and lost sales opportunities. Any payments made by Buyer in excess of this amount will be refunded.
15. Miscellaneous
15.1. Assignment: The Buyer shall not assign or transfer its rights or obligations under these T&C without the prior written consent of the Seller.
15.2. Severability: If any provision of these T&C is held invalid or unenforceable, the remaining provisions remain in full force and effect.
15.3. Entire Agreement: These T&C constitute the entire agreement between the parties concerning the subject matter and supersede all prior or contemporaneous negotiations or understandings.
15.4. No Waiver: The Seller’s failure to enforce any provision of these T&C shall not be deemed a waiver of such provision or any other provision.