Terms & Conditions

Any offer to sell by Boston Centerless, Inc. (“BC”) as well as any acceptance by Boston Centerless of an order from a buyer of BC’s goods (“Purchaser”) is expressly made conditional upon Purchaser’s assent to these Terms and Conditions of Sale. Purchaser’s placement of an order for any product or payment of any invoice will be conclusive evidence of such assent. The terms and conditions set forth herein, together with any additions or revisions agreed to in writing by an authorized officer of BC, are the only terms that govern the sale of BC’s goods. These terms and conditions prevail over and BC hereby objects to any term(s) or condition(s) set forth in any communication, written or otherwise, from Purchaser to BC, or which otherwise could be deemed established by any course of dealing or custom in the trade, which are in any way different from, inconsistent with or in addition to the terms and conditions set forth herein. Such different, additional or inconsistent terms will not become a part of the contract between BC and Purchaser and will not be binding upon BC. To the extent that this document may constitute an offer, this offer expressly limits acceptance to the terms and conditions set forth herein. To the extent that this document may constitute an acceptance, such acceptance is expressly conditioned upon Purchaser’s assent to the terms and conditions set forth herein. If Purchaser objects to any term or condition set forth herein, this objection must be in writing and received by BC at: 11 Presidential Way, Woburn, MA 01801 within 5 days following Purchaser’s receipt of the Terms and Conditions of Sale. Failure by BC to object to terms contained in any communication from Purchaser will not be a waiver of the terms set forth herein. Purchaser shall not condition any acceptance of delivery upon the abrogation or modification of any of the terms and conditions set forth herein, and any such condition shall be invalid and of no force or effect.

ACCEPTANCE OF ORDERS. BC will have the right to accept or reject any order, and to accept orders in part, in its sole discretion. BC will not be deemed to have accepted any order (or any portion thereof) for products from Purchaser until such order shall have been approved by BC in writing.

PRICE/DELIVERY TERMS. Unless otherwise stated on BC’s order acceptance or invoice, price and delivery terms are F.O.B. Origin. All prices are subject to change without notice, and orders will be billed at prices prevailing at the time BC accepts Purchaser’s written order. Such prices may include any tax, tariff, duty or other government charge known by BC at the time BC accepts Purchaser’s written order. Prices are subject to change due to any changes in any tax, tariff, duty, or other government charge or assessment upon the sale, shipment, production or use of the product ordered or sold hereunder. Purchaser will be solely responsible for, and will (upon request) pay to BC, any such tax, tariff, duty, charge, or assessment (other than any such tax calculated based on BC’s income).
ln the absence of specific shipping instructions, BC will ship according to its best judgment. BC will not assume the responsibility of any transportation charge. BC will use commercially reasonable efforts to meet delivery schedules requested by Purchaser, provided, however, that BC will not assume any liability, consequential or otherwise, resulting from failure to deliver product in accordance with indicated delivery schedules.

PAYMENT. Unless otherwise agreed upon in writing signed by both parties or stated on BC’s order acceptance or invoice, standard payment terms are one percent, ten days, net thirty days (1/10 net 30) from delivery. BC’s preferred method to receive payment is ACH; however, receiving payment by check or wire transfer is also accepted. Purchaser will pay interest on all overdue payments at the lower of eighteen percent (18%) per annum or the highest rate allowed by applicable law, calculated and compounded monthly. Purchaser will reimburse BC for all costs incurred by BC in collecting any late payments or other obligations, including damages owed, of Purchaser, including, without limitation, attorneys’ fees.

INSPECTION/ACCEPTANCE/RETURN. Purchaser must carefully examine and check all deliveries of product as they are received and is responsible for verifying contents of deliveries against packing slips. Any alleged error, shortage, defect or nonconformity must be reported to BC within thirty (30) days after receipt of the product. Failure by Purchaser to comply with the above constitutes a waiver of any claim or right against BC arising hereunder or by law with respect to any such error, shortage, defect, or nonconformity reasonably discoverable by an examination and check, except and to the extent that such claims are valid under BC’s warranty. No credit will be issued for any defect or nonconformity caused by the act or omission of Purchaser. No credit will be issued for any claimed shortage until it is verified by BC.

Any claims by Purchaser for damage or loss in transit shall be made by Purchaser against the carrier directly.

BC will only accept returns for product that is shipped in error or deemed by BC to be defective. Purchaser will direct return requests to BC’s Sales Department at 11 Presidential Way, Woburn, MA 01801. All products returned must include a BC Return Authorization number and must be returned to BC at: BC, 11 Presidential Way, Woburn, MA 01801. Any package returned without a BC Return Authorization number will be refused. The risk of loss and expense of return in connection with any returned product will be borne by Purchaser.

Product returned with BC’s authorization will be inspected and, if such inspection determines that the product is non-defective, BC may charge a reasonable restocking fee, which may include costs and expenses of processing and fulfilling the order. BC will not assume responsibility for any additional handling of freight charges.

PURCHASER REPRESENTATIONS AND WARRANTIES. Purchaser represents, warrants and covenants that: (a) Purchaser is duly organized, validly existing, and in good standing under the laws of the state or country of Purchaser’s origin and neither Purchaser nor any of its owners, officers, or directors is under sanction or on any restricted trade list of the United States; and (b) all information provided by Purchaser to BC to become an approved purchaser was and remains true and correct in all respects.

LIMITED WARRANTY. BC warrants that its product is free from defect in materials and workmanship at the time and place of delivery by BC to a carrier for delivery to Purchaser. THE WARRANTY DESCRIBED IN THIS PARAGRAPH SHALL BE IN LIEU OF, AND BC HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. All warranty claims must be made in writing to BC within thirty (30) days from the date of product receipt. Purchaser’s remedies for warranty claims timely made are subject to BC’s confirmation that the subject products are defective, and are exclusively limited to replacement of, or credit for, any defective product (at BC’s option). Such replacement or credit shall be made only if Purchaser complies with the procedures set forth above under “Inspection/ Acceptance/Return” and such credit is expressly limited to the price paid by Purchaser for the affected product as shown on the records of BC.

BC’s warranty is made only to Purchaser. Purchaser shall make no warranty in its resale of BC’s products more extensive than the warranty contained herein unless Purchaser clearly identifies that the warranty is the Purchaser’s only and is not the responsibility of BC.

THE REMEDIES SET FORTH IN THIS “LIMITED WARRANTY” SECTION SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION.

LIMITATION OF LIABILITY. BC ASSUMES NO LIABILITY OF ANY KIND WHATSOEVER EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS. IN NO EVENT WILL BC BE LIABLE TO PURCHASER OR ITS CUSTOMERS FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS WHETHER ARISING IN CONTRACT, IN TORT, UNDER WARRANTY OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF BC, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO BC FOR THE PRODUCT SOLD TO PURCHASER. Purchaser hereby agrees to indemnify, defend and hold harmless BC, its officers, directors, employees and agents, from and against any claims (including damages, losses and liability associated therewith, expenses of defending the claim and reasonable attorneys’ fees) by any third party, which claim results from, arises out of, or is in any way connected to (a) any breach by Purchaser of any warranty, representation, or agreement contained herein, (b) the performance of Purchaser’s rights, duties and obligations herein, including without limitation operation of Purchaser’s retail location and/or web site, (c) the acts, omissions or negligence of Purchaser, (d) violation by Purchaser of the intellectual property rights of any person or entity, or (e) any injury (including death and violation of rights of privacy) to persons or damages to property caused directly or indirectly by the negligence or acts or omissions of Purchaser.

TITLE AND RISK OF LOSS. Title to all products will pass to Purchaser when delivered by BC to the carrier. Thereafter, except as otherwise specifically provided herein, all risk of loss and/or damage to any product ordered hereunder will be borne by Purchaser.

BOSTON CENTERLESS TRADEMARKS. Purchaser will have no right to use any of BC’s trademarks, trade names or service marks, including but not limited to the name and mark “BOSTON CENTERLESS,” (collectively, the “Marks”) except solely and directly in connection with the advertising of BC products and the sale of such products to end-users. Purchaser shall use the Marks only in the form and manner and with appropriate legends as prescribed from time to time by BC in accordance with customary trademark practices and shall not use any other trademark or service mark in combination with the Marks without prior written approval of BC. BC expressly reserves the right to prohibit, restrict, or condition further in any manner, the use by Purchaser of any of the Marks. Purchaser’s permitted use of the Marks shall inure to the benefit of BC.

MODIFICATIONS AND CANCELLATIONS. These Terms and Conditions of Sale may not be modified, terminated, or repudiated, in whole or in part, except by a writing executed by an authorized officer of BC. BC may treat any attempted modification, termination, or repudiation by Purchaser to which it does not assent in writing, as a breach of these Terms and Conditions of Sale. If Purchaser modifies or cancels its order following BC’s acceptance, but prior to delivery of goods to a carrier for delivery, BC may charge Purchaser for the costs and expenses incurred by BC in processing and fulfilling the order prior to such modification or cancellation. Purchaser may not modify or cancel orders once BC delivers the product to a carrier for delivery to Purchaser.

REMEDIES FOR PURCHASER DEFAULT OR BREACH. Upon any breach by Purchaser, or failure by Purchaser to comply with any of these Terms and Conditions of Sale, or if Purchaser becomes unable to conduct its normal business operations (including inability to meet its obligations as they mature), or if Purchaser becomes the subject of any proceeding under any state or federal bankruptcy law or other law, or makes any assignment for the benefit of creditors, BC may immediately cancel or terminate any and all agreements with or obligations to Purchaser relating to sales of product, in whole or in part, which may result in non-shipment or cancellation of Purchaser’s pending or future order(s) and/or termination of Purchaser’s relationship with BC and Purchaser shall reimburse BC for BC’s costs and expenses suffered as a result of Purchaser’s breach or default.

In addition, Purchaser acknowledges and agrees that its breach of any provision of these Terms and Conditions of Sale may result in immediate and irreparable damage to BC in which event BC shall be entitled to equitable relief by way of temporary, preliminary and permanent injunctions, and such other and further relief as any court of competent jurisdiction may deem just and proper.

CONFIDENTIAL INFORMATION. Purchaser acknowledges that it may be entrusted with confidential information of BC, including without limitation, information relating to the business, operations, customers, pricing or underlying technology of BC. Purchaser shall take all commercially reasonable care to avoid disclosure or unauthorized use of the confidential information to any other person or entity. Purchaser shall not use the confidential information for purposes other than those necessary to further the purposes of this document. Purchaser shall not disclose the confidential information to third persons or outside parties without the prior written consent of BC. If Purchaser is required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of competent jurisdiction to disclose confidential information in its possession, custody or control, Purchaser shall: (a) give at least thirty (30) days prior written notice of such disclosure to BC; (b) use its best efforts to limit such disclosure; and (c) make such disclosure only to the extent so required. Purchaser’s obligations hereunder with respect to confidential information shall survive indefinitely.

APPLICABLE LAW/LIMITATIONS. These Terms and Conditions of Sale, and the transactions contemplated hereby, will be governed by, construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws and rules. Any legal action with respect to any such transaction, except claims BC may have for payment, must be commenced within one year and one day after the cause of action has accrued or will be deemed waived. Purchaser hereby consents to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts for resolution of all claims, differences and disputes that the parties may have regarding this document.

FORCE MAJEURE. If performance hereunder by BC, including without limitation shipment of products, is delayed or prevented by any cause or causes beyond BC’s control, BC shall be entitled to delay shipment or otherwise suspend its duty to perform for as long as the circumstances amounting to force majeure continue. Force majeure circumstances shall include without limitation adverse weather conditions, industrial action, war, fire, accidents, delay by supplier, difficulties in transport, breakdown in machinery or plant, shortage of materials or labor, government action, or operation of law, and other similar circumstances. In no event shall BC be liable for any cost, loss or damage arising out of delayed shipment or other suspension of its duty to perform under this clause.

MISCELLANEOUS. BC will not be deemed to have waived any provision of these Terms and Conditions of Sale or any breach by Purchaser of any provision of these Terms and Conditions of Sale, unless specifically set forth in writing and executed by an authorized officer of BC. No waiver by BC of any provision of these Terms and Conditions of Sale of any breach by Purchaser hereunder will constitute a waiver of such provision or breach on any other occasion. The invalidity or unenforceability (in whole or in part) of any provision, term, or condition hereof, will not affect in any way the validity and enforceability of the remainder of such provision, term or condition, or any other provision, term or condition. Nothing herein is intended to create and shall not be construed to create, a partnership, joint venture, franchise, or employment relationship between BC and Purchaser. Purchaser shall have no authority to, and shall not, bind BC to any obligations, except as may be expressly set forth herein, or as otherwise agreed to and approved in advance, in writing, by BC.