1. Governing Provisions. These Terms and Conditions of Sale apply to all sales by All World Machinery Supply, Inc., d/b/a Arrow Workholding Solutions and d/b/a Titan Machinery Sales, an Illinois corporation (“AWM” or “Seller”), and constitute the complete and final agreement between Seller and a purchaser of goods or services from Seller (“Buyer”). Seller’s acceptance of any order is conditional upon the Buyer’s assent to these Terms and Conditions of Sale. No additional or different terms or conditions, including any such contained in any Buyer Purchase Order, Acknowledgment or other form or correspondence will be of any force or effect; and Seller hereby objects to any such additional or different terms or conditions. THE SALE OF THE GOODS AND SERVICES COVERED BY THESE TERMS AND CONDITIONS OF SALE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS (WITHOUT REFERENCE TO CONFLICTS OF LAWS). THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY ILLINOIS STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN WINNEBAGO COUNTY, AND ANY APPELLATE COURT FROM ANY OF THE AFOREMENTIONED COURTS, WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND CONSENT TO THE SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.

2. Prices. The prices of the goods are those prices specified on the front of the sales acknowledgement, invoice, quotation, or other document provided by Seller. Prices for undelivered goods may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control. Pricing information from Seller is Seller’s confidential information and shall only be used internally by Buyer. Buyer shall not send any pricing information to third parties without express written consent from Seller. Buyer agrees to use the same degree of care to protect and prevent disclosure of the pricing information that it uses for its own confidential information. Any price quotation is subject to change, unless otherwise indicated in writing on the quotation. All such quotations automatically expire thirty (30) days from the date issued, or as otherwise stated in the quotation. Except where noted otherwise, the price displayed for goods on Seller’s website or catalogs represent the full retail price listed on the good itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. For certain items that are offered as a set, the price may represent “open-stock” prices, which means the aggregate of the manufacturers’ estimated or suggested retail price for each of the items included in the set.

3. Product Descriptions. Seller attempts to be as accurate as possible on all descriptions of goods. However, Seller does not warrant that descriptions of goods or other content of this site are accurate, complete, reliable, current, or error-free. If a good offered by Seller itself is not as described, Buyer’s sole remedy is to return the good in unused condition according to Section 11 hereof.

4. Invoices; Payment; Joint and Several Liability. Any invoice to Buyer shall conclusively be deemed accepted, and all defenses thereto irrevocably waived, unless written objection thereto is received by Seller within thirty (30) days after receipt of the invoice by Buyer. Payment is due as stated on Seller’s invoice, unless Seller requires payment in advance. If no due date is stated on Seller’s invoice, payment is due to the Seller within thirty (30) days of receipt of the invoice by Buyer. Seller may withhold or cancel scheduled shipments at any time that any portion of Buyer’s account with Seller is past due. Refund of any downpayment shall be at Seller’s sole discretion. In the event that Buyer cancels an order more than ten (10) days after downpayment is received, Buyer shall be responsible for twenty percent (20%) of the remaining balance of the original priced quoted. In the event of a payment being returned due to non-sufficient funds (NSF), a fee of thirty-five dollars ($35 USD) will be charged to the Buyer. This fee, along with the original payment amount, must be settled promptly to avoid additional charges or service suspension. We reserve the right to modify the NSF fee without prior notice.

Please send remittance information to: paymybill@allworldmachinery.com

United States ACH Payments

Currency: USD
Bank name: JP Morgan Chase Bank, N.A.
General bank reference address: 10 S. Dearborn St., Chicago, IL 60603
Bank routing number: 071000013
Account number: 662912820
Account name: All World Machinery Supply, Inc.

United States Wire Payments (Buyer is responsible for wire fees as the remitter)

Currency: USD
Bank name: JP Morgan Chase Bank, N.A.
General bank reference address: 237 Park Ave., New York, NY 10017
Bank routing number: 021000021
SWIFT code: CHASUS33
Account number: 662912820
Account name: All World Machinery Supply, Inc.

Mexico SPEI Payments

Currency: MXN
Bank name: Scotiabank Inverlat SA
Beneficiary: All World Machinery Supply, Inc.
Account number: 03505378877
Interbank clabe: 044680035053788775

Mexico SPID Payments

Currency: USD
Bank name: Scotiabank Inverlat SA
Beneficiary: All World Machinery Supply, Inc.
Account: 03502047136
Interbank clabe: 044680035020471361

Please note, Arrow Workholding Solutions and Titan Machinery Sales are divisions within All World Machinery Supply. We do utilize one bank account for All World, Arrow and Titan. Please send checks to 6164 All World Way, Roscoe, IL 61073. If you would like to send an ACH or wire payment, please utilize the accounts noted above.

5. Credit. Following acceptance, each order is subject to credit approval by Seller, which may, in its discretion, require payment in advance as a condition to shipment.

6. Delivery, Claims and Force Majeure. Delivery of goods to a carrier at Seller’s plant or other Seller designated loading point shall constitute delivery to Buyer, unless specified otherwise on the invoice. Regardless of shipping terms or freight payment, all risk of loss or damage in transit shall be borne by Buyer. Seller may make delivery in installments. All installments shall be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Seller may require downpayment prior to shipment. Claims for shortages or other errors in delivery must be made immediately after receipt of a shipment. Failure to give notice constitutes unqualified acceptance and a waiver of all such claims by Buyer. Claims for loss or damage to goods in transit must be made to the carrier, and not to Seller. All delivery and performance dates are approximate. Further, Seller shall not be liable for any damage as a result of any delay or failure to deliver or perform due to any cause beyond Seller’s reasonable control, including (but not limited to) any act of God, natural or artificial disaster, act of the Buyer, embargo or other governmental act, regulation or request, weather event, fire, flood, accident, strike, slowdown, strike, delay by carrier, shortage of goods, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, epidemic, war, riot, act of terrorism, pandemic or other widespread outbreak of disease, quarantine restriction, delay in transportation, delay by Seller’s suppliers, inability to obtain labor, materials or goods through regular sources, or inability or delays in accessing Buyer’s facilities, which shall be considered a force majeure event excusing Seller from performance and barring remedies for non-performance. In an event of force majeure, Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure event without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer. If a specific delivering carrier is required, Buyer must designate such carrier in writing or form submission to Seller prior to shipment. Buyer shall be responsible for any incoming expediting, freight, shipping, and handling charges from Seller’s suppliers should any special circumstances require the Buyer to request Seller to use such special services to comply with the Buyer’s demands. The Buyer must enter their freight account information on their Purchase Order if it is to be sent collect. Seller reserves the right to designate origin and intermediate carriers, in an effort to comply with the Buyer’s delivery date requests, in the event that the Buyer’s preferred carrier is unable to comply with the Buyer’s delivery date requirements. For new machine sales, a twenty percent (20%) down payment may be required prior to shipment, unless agreed upon by writing by both the Buyer and the Seller. For refurbished machine sales, a fifty percent (50%) down payment may be required prior to shipment, unless agreed upon in writing by both the Buyer and the Seller. Any orders that are marked as “Return to Sender” will be treated as a return and a refund, subject to a twenty (20%) restocking fee, will be issued as soon as it is processed, shipping and handling costs will not be refunded. For orders shipped anywhere outside of the United States, any duties, taxes, or other fees incurred are the responsibility of the buyer and are payable upon receipt of the goods directly to the carrier. Any item larger than fifty (50) pounds is liable to be shipped less than truckload freight (LTL).

7. Services provided at Buyer’s Facilities. For field service, installations, maintenance and/or repairs to be performed at Buyer’s facilities, Buyer shall provide Seller personnel with the usually required utilities (water, electricity, compressed air, etc.) and special tools and equipment normally used for such services unless specifically stated in the quote. Further, Buyer shall ensure that sufficient service access space is provided. Seller shall not be held liable for failure of or damage to any Buyer equipment caused by power interruptions, single phasing, phase reversal, low voltage, or other deficiencies beyond the control of Seller.

8. Taxes and Other Charges. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value added tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Seller and Buyer, excluding business income or franchise taxes imposed on Seller, shall be paid by the Buyer in addition to the prices quoted or invoiced. In the event Seller is required to pay any such tax, fee or charge, the Buyer shall reimburse Seller therefor. Buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s invoice. For sales-tax exemptions, it is the obligation of Buyer to provide evidence of Buyer’s sales-tax exemption to Seller. Buyer agrees to furnish to Seller a copy of any state license that would cause purchases by Buyer to be free of sales tax. Further, Buyer shall continually furnish copies of such licenses from year to year, as the same are renewed. Notwithstanding the foregoing, in the event that sales tax is determined to be due upon any purchase, Buyer will pay the amount of such tax to Seller for payment to the appropriate taxing authorities. For chillers received by Seller for service, maintenance and/or repair, an inspection fee is to be paid by Buyer within thirty (30) days of receipt of the chiller by Seller. Such inspection fee shall be five-hundred dollars ($500 USD) for Daikin branded chillers or seven-hundred fifty dollars ($750 USD) for non-Daikin branded chillers. Seller reserves the right to recycle any and all equipment and related parts for which a repair is not approved by Buyer within ninety (90) days of the repair quote being sent to Buyer by Seller.

9. Changes. Seller and its suppliers may, without notice or other obligation to Buyer, at any time make such changes in design and construction of goods and performance protocols as Seller deems appropriate. Seller may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or nonavailability of materials from suppliers. Seller may also at any time discontinue supply of any goods ordered. In the event that Buyer submits a change order after an order is accepted or after services have begun to be performed, such change order and changes to pricing must be agreed in writing by both Buyer and Seller. In some cases, such change order may result in Seller providing an additional quotation for additional goods and/or services related to the change order. The additional quotation must be agreed in writing by both Buyer and Seller.

10. Warranties. All services provided by Seller will be performed in a good and workmanlike manner, and in accordance with standards acceptable in its industry, regardless of the location where the services are performed. With respect to deficient services, as Buyer’s sole remedy, and Seller’s sole responsibility, Seller will re-perform such services without further charge to Buyer, provided that Buyer provides notice of such deficient services within twelve (12) months of the performance thereof. Any goods manufactured or modified by Seller are provided on an “AS-IS” basis and without warranty of any kind, including that such goods are supplied free of the rightful claim of any third person (except the manufacturer) by way of infringement or the like, unless otherwise agreed in writing. For any goods sold or supplied by Seller and warranted by the third-party manufacturer, Seller will either assign the manufacturer’s warranty to Buyer or pass on to Buyer any remedy to which Seller is entitled under that warranty. Delivery/assignment of such written warranties will be Seller’s sole obligation with respect to defective goods. Performance of the remedy provided in that written warranty shall be Buyer’s exclusive remedy with respect to defective goods supplied by Seller and warranted by the third-party manufacturer. For parts sold or supplied by Seller and not warranted by the third-party manufacturer, Seller warrants that it will, at its option, repair or replace defective parts in the event any good (excluding software and firmware) sold or supplied by Seller hereunder, proves defective in material or workmanship within twelve (12) months from the date of sale. For goods wholly built or refurbished and sold or supplied by Seller, Seller warrants that it will, at its option, repair or replace defective components in the event any complete component
 (excluding software and firmware, if applicable) refurbished and sold by Seller hereunder, proves defective in material or workmanship within twelve (12) months from the date of sale. If free warranty labor is available under this section, such free labor does not include diagnostic visits, inspections, travel time and related expenses, or unusual access time or cost required by location where services are performed, that are not related to the warranty labor. Buyer shall be responsible for such additional or related expenses.

11. Returns. Goods may not be returned unless Buyer receives Seller’s prior written approval, which may (or may not) be provided at Seller’s sole discretion. Machines, special order goods and electrical goods are not returnable. Special order goods, as used herein, includes any good not in Seller’s inventory at the time ordered by Buyer and goods that are, have been, or will be customized or modified by Seller. Any return approved by Seller will be subject to at least a twenty percent (20%) restocking fee. Shipping and handling costs will not be refunded. All returned goods will be subject to an inspection before any credit is issued to Buyer. For the Buyer to receive credit, goods must be in an unused condition with the original packaging in its original condition prior to sale and the goods must be able to be returned to stock or to the supplier from which it originated. Any unauthorized marking on or damage to the packaging or the good will result in no credit being issued and the used good being returned to the Buyer at the Buyer’s expense.

12. Compliance with Law. Buyer shall ensure that all goods purchased by Buyer from Seller are sold in compliance with all laws, statutes, regulations, judicial or governmental restrictions, codes, and ordinances, whether local, state, or national. Buyer shall immediately provide to Seller a copy of all communications received from or sent to any regulatory body that pertains to the goods purchased by Buyer from Seller. Buyer shall be responsible for, and shall defend and hold Seller and its affiliates harmless from, any claims made for goods purchased by Seller and resold in violation of this Section 12.

13. Consequential Damages and Other Liability. Seller’s liability with respect to the goods sold or services supplied hereunder shall be limited to the warranty remedies provided herein. SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR CONTINGENT DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO GOODS SOLD OR SERVICES SUPPLIED BY SELLER, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. Without limiting the generality of the foregoing, Seller shall have no liability for property or personal injury damages, penalties, special or punitive damages, damage for lost profits or revenues, loss of use of goods or any associated equipment, cost of capital, cost of substitute goods, facilities or services, or for any other types of economic loss, or for claims of Buyer’s customers or any third party for any such damages.

14. Severability Clause. If any provision of these Terms and Conditions of Sale shall for any reason be held unenforceable, such provision shall be deemed deleted and replaced by an enforceable provision which, insofar as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of these Terms and Conditions of Sale shall continue in full force and effect.

15. System Security. Buyer is solely responsible for the implementation and maintenance of a comprehensive security program (“Security Program”) that contains reasonable and appropriate security measures and safeguards to protect Buyer’s computer network, systems, machines, and data (collectively, “Systems”) against Cyber Threats, including those Systems on which Buyer runs the goods or uses the services provided by Seller. “Cyber Threat(s)” means any circumstances or events with the potential to adversely impact, compromise, damage, or disrupt Buyer’s Systems or that may result in any unauthorized access, acquisition, loss, misuse, destruction, disclosure, and/or modification of Buyer’s Systems, including any data, whether through malware, hacking, or similar attacks.

Last Modified: December 21, 2023.