Global Material Handling System Integrators
 
 

Terms & Conditions

Website Terms of Use

All the material, text and/or images, contained in the Bastian Solutions, LLC (“Bastian Solutions”) website is the property of Bastian Solutions and is protected by various U.S. and international laws and treaties. No material from www.bastiansolutions.com or any website owned, operated, licensed or controlled by Bastian Solutions may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices.

Modification of the materials or use of the materials for any other purpose is a violation of Bastian Solutions’ copyright and other proprietary rights. The use of any such material on any other website or networked computer environment is expressly prohibited.

All product brand names set forth below are trademarks of Bastian Solutions or Bastian Solutions’ subsidiaries. Except for the limited permission to use and distribute copies of the material contained in this website as expressly stated above, nothing contained herein shall be construed as granting any right or license to anyone under any patent, trademark, copyright or other intellectual property right of Bastian or Bastian Solutions’ subsidiaries.

Trademarks:  BASTIAN SOLUTIONS; BLUEHOUND; EXACTA; EXACTA MAESTRO; ULTRA; ZIPLINE

Unless otherwise specified, the materials in the site are presented solely for the purpose of promoting Bastian Solutions and its products in the United States. This site is controlled by Bastian Solutions, LLC from its Indianapolis, Indiana, USA offices. Bastian Solutions makes no representation that materials in the site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

 

 


Customer Terms & Conditions

These terms & conditions and any documents referenced herein represent the entire agreement between the parties.  These terms and conditions supercede any previous oral or written representation including any Purchase Order, Quotation or other similar document.  Any modification to these terms must be agreed to, in writing, by both parties.  Delivery by Bastian Solutions to Customer of the materials shall constitute acceptance of both the materials and the terms and conditions herein unless expressly disclaimed in writing by both parties. Customer’s acceptance of this order shall be deemed acceptance of all of its terms.

  1. Delivery. Delivery shall be FOB from the specified shipping point.
     
  2. Conformance.  . All goods or materials are warranted by the manufacturer to the extent of the manufacturer’s express warranties to Bastian Solutions to be free from defects in material and workmanship under normal use and service.
     
  3. Inspection.  Bastian Solutions has the right to inspect, at any stage of manufacture or production, any goods or materials delivered. Customer agrees to inspect the goods/material upon delivery.
     
  4. Specifications.   Bastian Solutions reserves the right to make any changes to any drawings or specifications relating to any goods or materials being supplied to Customer.  In the event that such changes result in a change in the cost of goods ordered, the price of such goods shall be adjusted by mutual agreement.
     
  5. Payment.  Bastian Solutions has the right to apply any monies paid by Customer towards any outstanding sums which Customer or any of Customer’s affiliates owe to Bastian Solutions.  Payment by Customer of invoiced amount(s) shall be due fifteen (15) days from the order date. Bastian Solutions shall invoice Customer in arrears for all accepted modifications. The amount(s) owed are non-refundable, not subject to set-off and do not include any taxes, tariffs, duties or other governmental charges or expenses imposed in connection with this transaction. Orders over $5,000 paid via credit card will be charged a 3% handling fee where applicable.
     
  6. Late Payment.   Any payment or charge that is not paid when due, shall in addition to all other remedies available to Bastian Solutions, bear interest at a rate of one and one half (1½) percent (%) per month or the maximum rate permitted by law (whichever is less) for the number of days payment is delinquent.  Bastian Solutions may suspend or cancel performance if any payment is delinquent more than ten (10) days.  A reinstatement fee equal to the costs of mobilization plus any late payment shall be payable upfront in order to restart service after any such occurrence.  If Customer is more than ten (10) days late for payment, Bastian Solutions shall have the right to terminate. Termination fees may be assessed at Bastian Solutions’ sole discretion if Bastian Solutions terminates this order for late payment.
     
  7. Return Policy.  All sales are final.  We stand behind the products we sell. Your satisfaction with your purchase is extremely important to us. If you are unsatisfied with your purchase for any reason please contact us.
     
  8. Modification.  The functions and/or features provided by Bastian Solutions shall be determined by Bastian Solutions.  While Bastian Solutions may modify the goods or materials at its sole discretion, the goods or materials shall at all times provide the same core functionality specified by customer.
     
  9. Default Time is of the essence.  The occurrence of any of the following shall constitute a default: 1) non-payment or non-performance of any obligations; 2) any representation by customer which is untrue or misleading at the time it was made; 3) any substantial, uninsured loss, theft or damage to the equipment or materials while in the possession of the customer and not paid for.  Upon such event(s), Bastian Solutions shall have the right to terminate this order as a default, in Bastian Solutions’ sole discretion.
     
  10. Insolvency.  If Customer ceases to conduct business, becomes insolvent, is insecure, subject to a take-over, bankrupt (involuntary or voluntary), is part of an assignment, placed in receivership or other similar proceeding then this order may be terminated in Bastian Solutions’ sole discretion. Upon such termination, Customer shall immediately cease all use of any goods or materials not paid for and cooperate with Bastian Solutions so to return such goods or materials to Bastian Solutions. Which cooperation will include allowing Bastian Solutions to enter Customer’s premises on which the equipment or materials are located, in whole or part, and to remove same. Customer is to provide to Bastian Solutions prompt notice of the circumstances described herein. Bastian Solutions shall have all rights of recovery including but not limited to rights of self-help, lien or replevin. 
     
  11. Title.   Customer shall obtain title only to goods or materials paid for in whole.  Until Bastian Solutions receives payment, title will not pass to Customer.
     
  12. Warranties; Limitations.  The goods or materials supplied by Bastian Solutions are provided according to Customer’s specifications.  Any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose are expressly disclaimed.  Neither party shall be liable to the other or to any third party under any contract, negligence, strict liability or other legal or equitable theory for (1) any loss of business; (2) any loss of goodwill; (3) any indirect, special, punitive, exemplary, incidental or consequential damages.  In no event shall any damages or liability be in excess of the total amount of this order.
     
  13. Customer’s Remedies. Upon receipt of such written notice by Bastian Solutions, Bastian Solutions will stop all work and this order will be terminated; however, Customer will be responsible for Bastian Solutions’ costs to date upon receipt of written notice of cancellation by Bastian Solutions upon which costs include allocated overhead and Bastian Solutions’ standard margin of profit. 
     
  14. Bastian Solutions’ Remedies. Should Customer be in default, Bastian Solutions shall have the right to terminate.  In such event, Bastian Solutions shall be entitled to either recover all amounts owed and/or to take possession of the goods or materials not paid for.  Should Bastian Solutions take possession, Bastian Solutions shall be entitled to collect the difference between its recovery and the amount(s) owed. Customer shall have no direct rights to resale. Bastian Solutions, at its sole option, may sue to recover monies owed, take possession of the goods or materials, place a lien on the property or other similar remedies. Bastian Solutions’ rights are cumulative and non-exclusive.  Bastian Solutions shall have the right to impose a termination fee. This fee will include allocated overhead costs, remaining amounts owed, Bastian Solutions’ standard margin of profit and any costs (including attorneys fees) to collect.
     
  15. Assignment. These terms & conditions shall be binding upon and inure to the benefit of the parties and their respective successors, transferees and assigns. Provided, however, any assignment shall be void unless written consent of the other party has been obtained.
     
  16. Force Majeure.  Bastian Solutions is not responsible for any delays, errors, acts, omissions, or interruptions caused by circumstances beyond either party’s reasonable control, including but not limited to: war, terrorism, natural disaster or act of God.  Should a force majeure event occur and last in excess of ninety (90) days, either party may terminate this agreement upon written notice with no penalty.
     
  17. Amendment. Any amendment to this Agreement must be in writing and signed by both parties.
     
  18. Notices.  Written notices required herein shall be sent to the address and person listed on the order and shall be deemed delivered upon mailing.
     
  19. Fees.  Each party is responsible for their own legal and accounting fees unless otherwise expressly provided for herein.
     
  20. Severability. If any provision of this order is held by a court of competent jurisdiction to be contrary to law or otherwise invalid, the remaining provisions shall remain in full force and effect.
     
  21. Party’s Relationship. Neither party’s a partner, joint venturer, or agent with the other party.
     
  22. Waiver.  The failure by a party to impose rights hereunder shall not act as a waiver of any subsequent rights.
     
  23. Solicitation.  Business Partner will not solicit to hire Bastian Solutions Solutions employees for a period of 12 months after date of completed work.
     
  24. Governing Law. This order shall be governed by and construed and interpreted by the substantive and procedural laws of the State of Indiana regardless of any choice of law provisions.  The parties agree to and consent to the subject matter and personal jurisdiction of the courts sitting in Marion County, Indiana.

 

 


Supplier Terms & Conditions

These Standard Terms and Conditions ("Standard Terms") apply to every Purchase of Services or Equipment from the person or entity identified as a "Vendor" in the attached Purchase Order by Bastian Solutions, LLC ("Bastian"), its affiliates, its subsidiaries, or licensees ("Affiliate Purchasers"). The term "Bastian" as used below means Bastian and/or its Affiliate Purchasers.

  1. Equipment.  “Equipment” includes all goods and services described in any Bastian Purchase Order with Vendor, and includes all packaging, instructions, warnings, warranties, and other materials and services normally included with the goods.
     
  2. Purchase Order.  Vendor may ship Equipment or perform services only against a written Bastian Purchase Order ("Purchase Order").  Shipment of Equipment, or commencement of services, in response to a Purchase Order is acceptance of the Purchase Order and of these Standard Terms.  Any proposal made by Vendor for additional or different terms and conditions, or any attempt by Vendor to vary the terms and conditions stated in the Purchase Order and these Standard Terms, is hereby rejected. The Purchase Order and these Standards Terms shall constitute the entire agreement between the parties with reference to its subject matter and shall not be amended without Bastian’s written consent.  The invalidity in whole or in part of any provision of this order shall not affect the validity or enforceability of any other of its provisions.
     
  3. Quality.  All articles sold, and materials and work applied hereunder shall be of good quality and free from any defects and shall at all times be subject to inspection and rejection; but neither Bastian’s inspection nor failure to inspect or reject shall relieve Vendor of any obligations hereunder.  Such inspection shall not exclude any warranties in respect to such Equipment.
     
  4. Rejection.  Bastian may, at its option and at any time, reject (or revoke acceptance of), and either return to the Vendor or hold at Vendor’s risk and expense, any Equipment, shipment, or portion thereof that is non-conforming, or that is shipped contrary to Bastian’s instructions, or that is in excess of the quantities covered by the Purchase Order, or that allegedly contains any defect or inadequate warnings or instructions, or allegedly violates any law, regulation, or court or administrative order, or allegedly infringes any patent, tradename, trademark, copyright or other right.  Payment of any invoice does not limit Bastian’s right to reject or revoke acceptance.  Vendor hereby assumes, and shall bear and pay, all risks and expenses of unpacking, examining, repacking, storing, holding and/or reshipping or returning any such Equipment and shall reimburse Bastian its net landed cost for such Equipment as shown on the books of Bastian.
     
  5. Samples.  Bastian may request samples for inspection and approval prior to manufacture or delivery.
     
  6. Documentation.  Vendor will be required to provide Bastian with all drawings, installation instructions, and maintenance manuals.  Hard copies shall be shipped along with Equipment.  Soft copies shall be sent to the Bastian project manager.
     
  7. Support.  A technical support representative will need to be assigned in case there are installation issues that come up during the project.  There is no foreseeable requirement for an onsite representative.  An onsite representative will be furnished by Vendor at no additional cost in the event of any major problems such as damage during shipment or incorrect specifications or defective manufacturing of Equipment that is discovered on site.
     
  8. Confidentiality.  Vendor will treat as Bastian’s confidential property and not use or disclose to others during or subsequent to the term of this agreement, except as is necessary in the performance of this agreement, any information regarding Bastian’s plans, programs, operations, or customers which may come within the knowledge of Vendor.  Vendor agrees that it will not publish, publicize or advertise the existence of this agreement or information regarding the end user of the Equipment without the express written consent of Bastian.
     
  9. Additional Work.  Additional work that will incur an additional charge to Bastian must be mutually approved by the Bastian and Vendor Project Managers in writing prior to starting the additional work.
     
  10. Commissioning.  If required, all commissioning, training and/or warranty work at Bastian’s customer’s facility will be done per Bastian’s customer requirements, including but not limited to off shift and/or weekends.
     
  11. Factory Acceptance Test.  Vendor shall provide for a factory acceptance test, if applicable, at Vendor’s expense, excluding Bastian’s travel expenses, prior to the acceptance of materials.  Acceptance of equipment does not relieve the Vendor of other obligations or responsibilities herein.
     
  12. Compliance with Law.  Equipment must comply with all governing laws, regulations and codes at the destination.
     
  13. Freight.  Unless otherwise set forth on the face of this Purchase Order, the freight terms will be Incoterms 2010, Delivery Duty Paid at destination.
     
  14. Packaging.  Vendor shall crate or package Equipment in a manner that protects the Equipment from damage or degradation due to shipping and environmental factors. Except as otherwise stated in the Purchase Order, sales of Equipment are on an "as delivered basis" and Vendor’s delivery of the Equipment will occur, and risk of loss will pass, only when, and to the extent, conforming Equipment has been received at the Ship To address in the Purchase Order and a Bastian employee or authorized agent has signed the bill of lading or other shipping document acknowledging receipt.
     
  15. Complete Equipment.  Vendor shall provide all of the required labor and tools to design and manufacture the Equipment.
     
  16. Payment.  Unless otherwise agreed in writing, Bastian shall not be obligated to pay any invoice until 30 days after delivery is completed, or services are completed.
     
  17. Sub-Contractors.  No Sub-Contractors may be used in the performance of this contract without the written permission of Bastian’s Project Manager.
     
  18. Delays.  Any delays in delivery must be immediately communicated to Bastian’s Project Manager.
     
  19. Costs.  Bastian reserves the right to withhold or back charge for any and all costs attributed to the correction of any defects in purchased Equipment.
     
  20. Schedule.  If Vendor fails to provide the required Equipment or services or show progress in accordance with the schedule, Bastian will immediately notify Vendor in writing.  If Vendor fails to provide a mutually acceptable resolution within 2 business days of notification, Bastian will have the right to hire additional qualified resources to resolve the discrepancy.  All additional costs to Bastian will be deducted from the original amount of this contract.
     
  21. Liquidated Damages.  If this Purchase Order includes installation, and Vendor fails to meet the agreed to field acceptance dates, Vendor is subject to damages in an amount equal to the amount assessed by the end user against Bastian.  Moreover, Bastian shall have the right to hire additional qualified resources to resolve the discrepancy.  All additional costs to Bastian will be deducted from the original amount of this Purchase Order.
     
  22. Suspension.  Bastian shall have the right to request a hold on shipment on any materials not already shipped for a period not exceeding 45 days from the initial date of shipment.  During such a request, Vendor shall store Equipment in a manner that preserves its quality and prevents corrosion or damage.
     
  23. Shipments.  All shipments should be coordinated through Bastian’s Project Manager.  Equipment shipped in advance of delivery schedules may be rejected and returned at Vendor’s expense. Vendor shall comply with all billing, payment and document instructions from Bastian. On the date any Equipment is shipped, Vendor shall notify Bastian by electronic mail of the method of shipment and date and time of delivery to the site.
     
  24. Invoices.  Vendor will submit invoices within 30 days from completion of work and/or acceptance or be subject to withdrawal and cancellation.
     
  25. Cancellation.  Bastian may cancel this order at any time, upon giving notice in writing.  An equitable adjustment in price and/or delivery schedule will be negotiated for materials completed or in process at the time of the cancellation.
     
  26. Exclusivity.  Vendor agrees not to accept a purchase order from Bastian’s end customer which is related to the same project for which the Equipment hereunder are to be used.  All requests for Equipment and services made by Bastian’s end customer shall be directed to Bastian.
     
  27. Bankruptcy.  In the event of any proceedings in bankruptcy or insolvency by or against Vendor, or in the event of the appointment (with or without Vendor’s consent) of an assignee for the benefit of creditors, or of a receiver, Bastian may cancel this order for default.
     
  28. Warranties.  In addition to all other warranties expressed or implied in law, Vendor warrants that the Equipment and their packaging delivered hereunder will conform to all applicable specifications, drawings, samples, symbols or other descriptions furnished by Bastian and will be merchantable, of good material and workmanship, free from defects and sufficient for the particular purpose intended.  Unless otherwise specified in this Purchase Order, the Equipment shall be new and not used or reconditioned.  Vendor further warrants that Equipment delivered hereunder will be free and clear of all security interests, liens, charges, restrictions or encumbrances whatsoever and that Vendor will convey to Bastian good and marketable title to the Equipment. Warranties hereunder shall survive acceptance and run to Bastian its successors assigns and users of the Equipment.
     
  29. Indemnity.  Vendor shall defend, hold harmless, and indemnify Bastian from and against any and all claims, actions, liabilities, losses, fines, penalties, costs and expenses (including attorney’s fees) arising out of:
    1. Any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, claimed to result in whole or in part from any actual or alleged defect in Equipment, whether latent or patent, including any alleged failure to provide adequate warnings or instructions,
    2. Any actual or alleged violation of any law, statute or ordinance or any administrative order, rule or regulation relating to the Equipment, or to its manufacture, shipment, labeling use or sale, or any failure to provide an MSDS or certification, or
    3. Any act, activity or omission of Vendor, including activities on the premises of Bastian or a customer and the use of any vehicle, equipment, fixture or material of Vendor in connection with any sale to or services for Bastian.
  30. Infringement.  It is anticipated that the Equipment will be possessed, used and/or sold by Bastian.  If by reason of any of these acts a claim or action is brought or threatened for infringement of any patent, trademark, trade name or copyright with regards to the Equipment, their manufacture or use, Vendor shall at its own expense defend, indemnify and hold Bastian harmless from any such claims or actions and any damages or expenses whatsoever resulting there from.
     
  31. Governing Law.  This Purchase Order and its terms and conditions shall be governed by and interpreted in accordance with the laws of the State of Indiana and all actions related to this Order shall be brought only in the courts having jurisdiction at the headquarters of Bastian.

 

 

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