Terms & Conditions SMS

Terms and Conditions

Terms and Conditions of Sale

These Standard Terms and Conditions of Sale (“Terms”) shall, unless otherwise explicitly stated in writing by Woodstock Power Company (“Woodstock”), govern all sales of goods (“Goods”) or services, including without limitation repairs, maintenance, warranty repairs, or services provided pursuant to a maintenance agreement (collectively, “Services”), by Woodstock to the customer purchasing such Goods or Services (the “Buyer”). Any proposal that includes different or additional terms that vary from Woodstock’s Terms are objected to and disallowed. Notwithstanding the foregoing, any such counterproposals by Buyer shall not operate as a rejection of the contract of sale, but as a rejection of the additional or different term(s). Special Conditions of Sale, where applicable, are included at Exhibit A, attached hereto.

1. Formation of Contract. An order is deemed by Woodstock to be an offer to purchase, which Woodstock may accept or reject in its sole discretion. Woodstock’s acceptance is subject to Woodstock’s Terms stated herein. These Terms, together with any: price list or schedule, quotation, acknowledgement, or scope of work provided by Woodstock; or documents incorporated by specific reference herein or therein, constitute the complete and exclusive statement of the terms of the agreement governing the sale of Goods or Services by Woodstock to Buyer. Woodstock’s acceptance of Buyer’s authorization to proceed is expressly conditioned on Buyer’s assent to all of Woodstock’s Terms, including terms and conditions that are different from or additional to any terms of conditions in Buyer’s purchase order. Buyer’s placement of an order with Woodstock and/or acceptance of Goods or Services constitute Buyer’s assent to Woodstock’s Terms. Woodstock’s acceptance is subject to the Terms stated herein.
2. Woodstock’s invoices are due and payable upon receipt and payment shall occur via wire transfer and prior to shipping of any goods. For payment, please always call Jennifer Rodriguez Sager or Kathie Lawville at 610-658-3242 to verify our wiring/ACH information or other payment options prior to sending. Woodstock shall have the right to cancel or suspend any order for Goods or Services if Buyer fails to make any payments when due. Buyer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts. Amounts past due are subject to a service charge of the lower of one-and-a-half percent (1.5%) per month (or fraction thereof) or the maximum rate allowed by law, from the date on which they are due until they are paid, and any payments will be applied first to service charges due. Woodstock reserves the right, in its sole discretion based on Woodstock’s determination of Buyer’s creditworthiness, to require payment in advance of shipping Goods or providing Services and/or payment of a deposit before accepting and processing any order. If such cash payment or security is not provided, Woodstock may refuse to accept and process Buyer’s order and/or may suspend or cancel production and/or delivery of Goods or Services. Buyer hereby grants Woodstock a security interest in all Goods sold to Buyer by Woodstock, which security interest shall continue until all such Goods are fully paid for, and Buyer, upon Woodstock’s demand, will execute and delivery to Woodstock such instruments as Woodstock requests to protect and perfect such security interest.
3. Service, Repair, Maintenance. Woodstock reserves the right in its sole discretion to refuse to provide Services. All maintenance plans exclude and do not cover or apply to rotors, stators or engine crank shafts. The cost of providing a rental generator while a permanent generator is being maintained or repaired, regardless of whether the repair is a warranty or a non-warranty repair or whether the service or maintenance is provided under warranty pursuant to a maintenance agreement, and regardless of whether the service, maintenance or repair is the responsibility of the manufacturer of the Goods or of Woodstock, is excluded from any service or maintenance plan or product warranty and shall be the responsibility of Buyer. Service or maintenance of any fire pump covers only the diesel engine component and no other component. Waste oil and coolant from emergency generators are hazardous materials and must be handled as such. Disposal of hazardous materials is Buyer’s responsibility and done at Buyer’s expense, and when handling or disposing of such materials is Woodstock’s responsibility, Woodstock charges an additional “hazmat fee” and safely removes and recycles such materials.
4. Quotations and Published Prices.Prices quoted in writing by Woodstock shall remain in effect for thirty (30) calendar days from the date issuance by Woodstock, unless withdrawn in writing by Woodstock before that time expires, and may be accepted only by an unconditional authorization or purchase from Buyer that is received and accepted by Woodstock within this period.
5. Cost of Delivery, Taxes and Other Charges. Buyer shall pay the costs of delivery of the products. Woodstock’s prices do not include any applicable sale, use, excise or similar taxes, and the amount of any such tax that Woodstock may be required to pay or collect is Buyer’s responsibility and will be added to Buyer’s invoice unless Buyer timely furnishes Woodstock with a valid tax exemption certificate acceptable to the appropriate taxing authorities. Where Buyer fails to furnish the required documentation, any unpaid sales, use, excise, or similar tax will be billed to Buyer. If at any time, the appropriate taxing authority determines, for whatever reason, that an exemption certificate provided to Woodstock by Buyer is invalid, Woodstock will make a reasonable, good-faith attempt to acquire a valid exemption certificate, notarized affidavit of exempt use, or other necessary documentation from Buyer, and Buyer agrees to cooperate fully and promptly with Woodstock in such circumstances. If Buyer fails to timely furnish a valid exemption certificate, notarized affidavit, or other necessary documentation, or fails to cooperate with Woodstock, or if the appropriate taxing authority does not accept the additional documentation provided, the sales, use, excise or similar tax will be billed to Buyer.
6. While Woodstock will use all reasonable commercial efforts to maintain the shipping and/or performance date(s) quoted by Woodstock, all shipping dates and/or performance dates are approximate and not guaranteed. Woodstock shall not be bound to tender delivery of any Goods for which Buyer has not provided shipping instructions or other required information. If shipment of any Goods is postponed or delayed by Buyer for any reason, Buyer agrees to reimburse Woodstock for any and all storage costs and other additional cost or expenses resulting from the postponement or delay. All shipments of Goods are F.O.B  Woodstock’s facility. All shipments are made at Buyer’s risk. Risk of loss and legal title shall pass from Woodstock to Buyer upon delivery to and receipt by carrier at Woodstock’s shipping point. Any claims for shortages or damages suffered in transit are the responsibility of Buyer and must be submitted by Buyer directly to the freight carrier. Shortages or damages must be identified and signed for at the time of delivery.
7. Storage Charges. All equipment purchased by Woodstock Power Company must be out of Woodstock Power Company’s yard two weeks from date of purchase (funds received) or storage charges will apply.Storage charges are as follows: $25/day for non-generator items and $100/day for generators. If the equipment is held up due to parts/labor here at Woodstock then storage fees do not apply.
8. No Set-Off. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Woodstock shall be made without Woodstock’s prior, express written approval.
9. Woodstock reserves the right to discontinue deliveries of any products, the manufacture, sale or use of which would, in Woodstock’s opinion, infringe upon any U.S. patent, trademark or design now or hereinafter issued, registered, or existing and under which Woodstock is not licensed.
10. Manufacturer’s Limited Warranty. The manufacturer of the Goods warrants its product(s) to be free from defects in materials and workmanship for a period of ninety (90) days, commencing on the start- up date. In the sole discretion of the manufacturer, repair, replacement, or an appropriate price adjustment will be provided by the manufacturer if, but only if, Goods are found by the manufacturer and Woodstock (1) to have been and to be properly installed, operated, and maintained in accordance with manufacturer’s instruction manuals; and (2) defective material or workmanship, within the warranty period. This warranty does not apply to defects or malfunctions caused by damage, unreasonable use, misuse, repair or service by unauthorized persons, or normal wear and tear. For more information regarding the specific manufacturer’s warranty coverage applicable to the Goods, refer to the applicable Warranty Technical Publication, which will be made available by Woodstock upon request. Replacement or installation of Goods, including without limitation equipment, components, or accessories, which fail to provide satisfactory performance due to obsolescence or design conditions are not covered by the manufacturer’s warranty or included in the manufacturer’s warranty obligations. Woodstock is not the manufacturer of the Goods and does not warrant the Goods in any way.
11. Disclaimer of Warranties. THE WARRANTIES SET FORTH HEREIN OR IN WOODSTOCK’S WARRANTY DOCUMENTS WITH RESPECT TO A PRODUCT ARE THE ONLY WARRANTIES MADE BY WOODSTOCK IN CONNECTION WITH THE PRODUCTS AND THE TRANSACTIONS CONTEMPLATED AS A RESULT OF THIS SALE. WOODSTOCK MAKES NO OTHER WARRANTIES OR REPRESENTATIONS TO BUYER OR ANY OTHER PERSON OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND WOODSTOCK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PRODUCTS SOLD HEREUNDER ARE SOLD ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH BY THE WOODSTOCK IN WRITING. WOODSTOCK’S SOLE OBLIGATION FOR A REMEDY TO BUYER SHALL BE REPAIR OR REPLACEMENT OF NON-CONFORMING PRODUCTS. BUYER ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF PRODUCTS PURCHASED, WHETHER USED ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR SUBSTANCES.
12. Limitation of Liability. No claim by Buyer of any kind including, but not limited to, claims for indemnification, whether as to quality or amount of product delivered or non-delivery, shall be greater in amount then the purchase price for the products in respect of which damages are claimed. IN NO EVENT SHALL WOODSTOCK BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, ARISING OUT OF, OR AS A RESULT OF, THE SALE, DELIVERY, SERVICING, USE OR LOSS OF THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
13. The following are specifically excluded from coverage under any warranty provided by either the manufacturer or Woodstock and from any scope of work provided or approved by Woodstock:

–     All equipment, components and supporting systems NOT specifically listed on the “Equipment Covered” list.

–     Loss of, partial failure of, or insufficient capacity of, utilities, such as, but not limited to, electrical service, open circuit breakers or fuses.

–     External power wiring, circuit breakers, and disconnects supplying electrical service to the listed equipment.

–     Refinishing, repair, replacement, cleaning, or modification of duct work louvers, cabinetry, housings, bases, mountings, foundations, supporting structures, or trim.

–     Any emergency freight or expediting charges.

–     Additional maintenance and adjustments required or requested by Buyer that are not within the scope of work agreed to by Woodstock.

14. Buyer shall inspect the products promptly upon receipt for non-conformity (including but not limited to non-conformity for quantity, quality, and/or defects). Failure by Buyer to provide Woodstock with written notice of a claim within 10 days from the date of delivery or, in the case of non-delivery, from the date fixed for delivery, shall constitute a waiver by Buyer of all claims with respect to such products.
15. Buyer may request changes or additions to Goods consistent with Woodstock’s specifications and criteria. Any such request must be made in writing and is subject to acceptance in Woodstock’s sole discretion. In the event such changes or additions are accepted by Woodstock, Woodstock may revise as it deems appropriate the price(s) of Goods or the dates of shipping or performance. Woodstock reserves the right to change designs and specifications for Goods without prior notice to Buyer. Woodstock shall have no obligation to install or make such changes in any Goods manufactured prior to the date of such change.
16. Undelivered parts of any order may be canceled by Buyer only with the prior written approval of Woodstock. If Buyer makes an assignment for the benefit of creditors or in the event that Woodstock for any reason feels insurance about Buyer’s willingness or ability to perform, Woodstock has the right to cancel any open orders. In the event a request by Buyer to cancel an order is agreed to by Woodstock, Buyer shall forfeit its deposit, if any, and shall pay to Woodstock the reasonable costs and expenses (including without limitation engineering expenses and commitments, such as deposits, quotes, or agreements, to suppliers and subcontractors) incurred by Woodstock prior to receipt of notice of restocking charge of twenty-five (25%), based on the sales price to Buyer of said equipment, will apply.
17. Excuses for Non-Performance. Woodstock shall not be liable for delays in performance or for non- performance due to acts of God, actions or inactions of Buyer, war, epidemic, fire, flood, weather, sabotage, strikes or labor disputes, civil disturbances or riots, governmental requests, restrictions, allocations, laws, regulations, orders or actions, unavailability of or delays in transportation, default of suppliers, or unforeseen circumstances, or any events or causes beyond Woodstock’s reasonable control. Shipment of Goods or the provision of Services may be suspended or cancelled by Woodstock upon notice to Buyer in  the event of any of the foregoing, but the balance of any related order shall otherwise remain unaffected. If Woodstock determines that its ability to supply the demand for Goods, or to obtain material used directly or indirectly in the provision of Goods, is hindered, limited, or made impracticable due to any of the causes set forth in this paragraph, Woodstock may allocate its available supply of Goods and/or such material, without obligation to acquire other supplies of Goods or materials, among its purchasers on such basis as Woodstock determines to be equitable, without liability for any failure of performance which may result therefrom.
18. Woodstock’s If Buyer should fail in any manner to fulfill the terms and conditions hereof, Woodstock may defer further shipments until such default is cured. Remedies provided herein shall be in addition to, and not in lieu of, other remedies that may be available to Woodstock. If for any reason, the quantities of the products covered hereby or of any materials used in the production of the products reasonably available to Woodstock shall be less than Woodstock total needs for its own use and for sale, Woodstock may allocate its available supply of products among its existing or prospective purchasers and/or its own departments, divisions and affiliates in such manner Woodstock deems proper in Woodstock’s sole discretion, without thereby incurring liability on account of the method of allocation determined or its implementation or for failure to perform this Agreement.
19. Technical Support. It is expressly understood that any technical advice furnished by Woodstock with respect to the use of Goods is given without charge, and Woodstock assumes no obligation or liability for the advice given or results obtained, all such advice being given and accepted at Buyer’s risk.
20. Upon default and placing of any invoice with an attorney for collection or repossession of Goods or related equipment or materials, Buyer agrees to reimburse Woodstock for its reasonable attorney’s fees and other costs, including without limitation court costs, incurred in connection therewith.
21. Governing Law. This Agreement shall be construed, and the respective rights and duties of Buyer and Woodstock shall be determined, according to the laws of the Commonwealth of Pennsylvania, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
22. No Assignment. This contract between Buyer and Woodstock is not transferable by Buyer without the prior written consent of Woodstock, which may be withheld in Woodstock’s sole discretion.
23. Regulatory Laws and/or Standards. The manufacturer takes reasonable steps to keep the Goods in conformity with certain nationally-recognized standards and such regulations which may affect them; however, Buyer understands and acknowledges that the Goods are utilized in many regulated applications and that, from time to time, standards and regulations are in conflict with each other. Woodstock makes no promises or representations that the Goods will conform to any federal, state or local laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing as a part of the contract between Buyer and Woodstock. Woodstock’s prices do not include the cost of any related inspections or permits or inspection fees, all such costs to be paid by Buyer.
24. Billable Services. Additional charges will be billed to Buyer at Woodstock’s then-prevailing labor rates for any services not specified in Woodstock’s quotation or subsequent engineering submittal. If reasonable site and/or equipment access is denied by the Woodstock service representative and if it is necessary, due to local circumstances, to hire a third-party contractor, Woodstock service personnel will provide supervision only and the cost of such contract labor will be charged to and paid by Buyer.
25. Hours of Operation. Woodstock’s normal business hours are from 8 AM to 4 PM, local time at Woodstock’s place of business, Monday through Friday. Services will be provided only during these normal business hours unless otherwise specified. Should Buyer require Services during a time other than Woodstock’s normal business hours, Buyer shall pay Woodstock the additional overtime portion of the normal service rates. Non-holiday overtime is time-and-a-half, or the normal service rate multiplied by one- and-a-half (1.5). Holiday overtime is double time, or the normal service rate multiplied by two (2).
26. By submitting service request forms and signing up for texts, you consent to receive text messages from Woodstock Power Company at the number provided, including messages sent by autodialer. Consent is not a condition of purchase. Msg & data rates may apply. Msg frequency varies. Unsubscribe at any time by replying STOP or clicking the unsubscribe link (where available) and no further messages will be sent. Reply HELP for help. Information will not be shared with third parties.
27. These Woodstock’s Terms are the sole and exclusive statement of the parties’ understanding and agreement with respect to the transactions contemplated by this sale, notwithstanding any other terms that might be contained in any purchase order or other document received from Buyer or submitted to Woodstock. These Terms constitute the entire agreement between the parties regarding the subject matter hereof and can only be modified or changed in writing and signed by authorized representatives of both parties. No waiver by Woodstock of any of Woodstock’s Terms or any breach hereof shall constitute or be deemed to be a waiver of any such term or any such breach in any other case. No waiver shall be deemed to occur as a result of the failure to enforce any term or condition of these Woodstock’s Terms. If any clause or portion hereof shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining clauses or portions shall remain in full force and effect. The paragraph headings are for convenience only and shall not be used in interpreting or construing these Woodstock’s Terms.