Terms of sale

TERMS & CONDITIONS OF SALE

Unless you (the “Purchaser”) and Ace Machine Design Inc. dba Beaker & Wrench (“Beaker & Wrench”) have agreed to separate terms in a separate, signed writing, the following terms and conditions of sale (the “Terms”) shall apply to Purchaser’s purchase of goods and services from Beaker & Wrench.

Further, Beaker & Wrench’s Privacy Policy is incorporated into these Terms as though fully set forth herein. By consenting to these Terms, Purchaser consents to the terms of the Privacy Policy, which can be accessed by clicking here.

1. GENERAL

These Terms govern any purchase of Beaker & Wrench’s goods and services, including but not limited to purchases made:

Through Beaker & Wrench’s official website;
Direct sales via Sales representatives
Secured Purchase Agreement

In certain scenarios, however, Purchaser and Beaker & Wrench may enter into a separate written purchase agreement. In the event of any conflict or inconsistency between these Terms and the terms and conditions contained in any separate written purchase agreement between Purchaser and Beaker & Wrench, the terms of the separate written purchase agreement shall prevail.

2. PRICING AND ESTIMATES

Beaker & Wrench has sole and absolute discretion to change pricing for any of its products and services without notice prior to its acceptance of any order by Purchaser. If pricing is changed after Purchaser places an order but before the order is accepted, Purchaser will be notified of the price change and must consent to the price change prior to order acceptance.

If Beaker & Wrench provides Purchaser an estimated price for goods or services, that estimate shall be valid for ten (10) days only and thereafter null and void, unless otherwise stated in writing by Beaker & Wrench. Beaker & Wrench has sole and absolute discretion to revise any estimate prior to Purchaser’s acceptance. If an estimate is revised, the revised estimate will be valid for ten (10) days only and thereafter null and void, unless otherwise stated in writing by Beaker & Wrench.

3. ORDER REFUSAL AND ORDER CANCELLATION

Beaker & Wrench may refuse any order in its sole and absolute discretion. Beaker & Wrench may also cancel any previously accepted order prior to shipment in its sole and absolute discretion, except where Section 11 applies, in which case Section 11 shall govern the rights, remedies, and consequences applicable to that order in lieu of this Section 3.

Where this Section 3 applies and Beaker & Wrench elects to cancel an order prior to shipment, Purchaser agrees that Beaker & Wrench's sole liability for such cancellation shall be to return to Purchaser any amount paid by Purchaser for the order. If no amount has been paid, Beaker & Wrench will have no liability to Purchaser for the cancelled order.

This Section 3 governs cancellations initiated by Beaker & Wrench. Cancellation requests initiated by Purchaser are governed by Section 12.

4. DELIVERY AND TAXES

Any delivery date or schedule provided by Beaker & Wrench is approximate and based on prevailing market conditions applicable at the time of provision. Beaker & Wrench shall have no liability to Purchaser for any delivery made after an estimated delivery date, schedule, or window, unless delivery is both (i) delayed by more than fifteen (15) business days and (ii) delayed for reasons or factors within Beaker & Wrench’s reasonable control. Beaker & Wrench also has the discretion to reasonably extend a delivery date without liability to Purchaser. The date of delivery shall also depend on the prompt receipt by Beaker & Wrench of the necessary information and payment for the goods purchased, and Beaker & Wrench will have no liability for any delay in delivery caused—at least in part—by Purchaser’s failure to provide information or payment.

Unless otherwise expressly agreed by the parties in writing, Beaker & Wrench will select the method of shipment of and the carrier for the products. All shipments shall be F.O.B. originating at the headquarters of Beaker & Wrench. Purchaser shall bear the risk of loss, theft, and damage to the goods once the goods leave Beaker & Wrench’s headquarters. Beaker & Wrench is not responsible for insuring the goods once the goods leave Beaker & Wrench’s headquarters and Purchaser has the discretion and responsibility to purchase appropriate insurance against damage, loss, or theft.

Further, Purchaser shall be responsible for the cost of shipment, as well as all customs, duties, levies, and any and all taxes associated with the shipment and transportation of the goods.

5. FORCE MAJEURE

Beaker & Wrench shall not be responsible or liable for any loss of, damage to, theft of, or delay in delivery of goods resulting from causes beyond the reasonable control of Beaker & Wrench including, but without limitation, acts of God; acts of government, including any tariff imposed by any government that materially affects the economic benefit to Beaker & Wrench of Purchaser’s order; war, invasion, insurrection, riot, or the order of any civil or military authority affecting the ability to fulfill the order; fire, flood, weather, or other natural elements; terrorism; delays in transportation; unavailability of equipment or materials; breakdown; sabotage, lock-outs, strikes or labor disputes; faulty castings or forgings; or the failure of Beaker & Wrench’ suppliers to meet their delivery promises or the acts or omissions of any other third party beyond Beaker & Wrench’s control that affect the company’s ability to fulfill the order.

6. RECEIPT AND INITIAL USE OF GOODS

As stated above, Purchaser bears the risk of loss, theft, or damage to any products after those products have left Beaker & Wrench’s headquarters. Further, Purchaser acknowledges that during shipping, goods and components of goods may shift, loosen, or otherwise require adjustment prior to use. Purchaser agrees to inspect the goods upon arrival and, prior to use, read the operational manual(s) of the received goods and make any adjustments required for the proper operation and functioning of the goods. Purchaser’s failure to do the same will void any resulting defect otherwise covered by Beaker & Wrench’s Warranty Policy.

7. INSPECTION, REFUNDS, WARRANTY POLICY

Once Beaker & Wrench receives payment from Purchaser for an order, including but not limited to any deposit and payment of shipping costs for any order, such payment is nonrefundable, even if Purchaser attempts to cancel the order prior to shipment.

Upon receipt, the Purchaser shall have five (5) business days to inspect the goods purchased. Unless Purchaser notifies Beaker & Wrench of a defect covered by Beaker & Wrench’s Warranty Policy (discussed directly below) within these five (5) business days, Purchaser will be deemed to have accepted the goods in their condition as delivered, save for latent defects that could not have been reasonably discovered through inspection.

Purchaser’s sole remedy for any defects in goods delivered are those remedies included in Beaker & Wrench’s Warranty Policy, which is available here: Warranty Policy. The Warranty Policy is incorporated by reference as though fully set forth herein. By consenting to these Terms, Purchaser consents to the terms of the Warranty Policy.

8. PROHIBITED USE

Purchaser is expressly prohibited from engaging in any unauthorized disassembly, repair, or modification of the delivered goods, whether independently or in collaboration with third parties. Prior written approval must be obtained from Beaker & Wrench before initiating any such activities. Failure to abide by this condition will void the warranty for the product provided in Beaker & Wrench’s Warranty Policy.

9. LIMITATION OF LIABILITY

Beaker & Wrench shall not in any case be liable for any damages, losses, or claims of any kind, contractual or otherwise, resulting from any of the following: abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Beaker & Wrench to the equipment or any part thereof; to include the presence of reconstruction, repair or alteration by persons other than Beaker & Wrench or its authorized representative; or use with any third-party products, hardware or products that have not been previously approved in writing by Beaker & Wrench.

No Liability for Consequential or Indirect Damages. In no event shall Beaker & Wrench be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of these terms, regardless of (a) whether such damages were foreseeable, (b) whether or not buyer was advised of the possibility of such damages and (c) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

Maximum Liability for Damages. In no event shall Beaker & Wrench’s aggregate liability arising out of or related to these Terms, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed 100% the total of the amounts paid, and amounts accrued but not yet paid to Beaker & Wrench pursuant to these Terms.

10. INSTALLATION AND COMPLIANCE

Unless otherwise agreed in a separate, signed writing, the goods shall be installed by the Purchaser, at Purchaser’s risk and expense. In the event that Beaker & Wrench is requested to perform the installation, Beaker & Wrench will perform the installation, exercising that degree of skill customary in the trade. Even if Beaker & Wrench has agreed to perform the installation, Purchaser shall remain responsible for work relating to the installation, such as ensuring its commercial space is free and adequate for the installation and ensuring that its installation and operation of the equipment will not violate any law or regulation, such as but not limited to any zoning ordinance or any licensing requirements imposed by any government authority. Purchaser agrees to use the goods for lawful purposes only.

Beaker & Wrench’s standard rate for on-site installation of goods within the continental US is $7000 per day. If free installation is included in Purchaser’s order, which Beaker & Wrench must agree to in a signed writing, Purchaser has sixty (60) days from the date of shipment to ensure its space is free and adequate for installation. If Purchaser is unable to meet this timeline, Beaker & Wrench’s standard rate will apply.

If Purchaser chooses to install themselves, they represent and warrant that they are capable and knowledgeable to perform the installation and will follow all of Beaker & Wrench’s guidance and directions relating to installation. Beaker & Wrench shall have no liability for damages caused by improper installation, and improper installation waives any warranty applicable to the product covered by Beaker & Wrench’s Warranty Policy.

Excepting specifications, and warranty support, customer support phone calls with Beaker & Wrench may be required to be prepaid at Beaker & Wrench’s current standard consulting rate, which will be disclosed by Beaker & Wrench prior to the call.

11. TERMS OF PAYMENT AND POSSESSION

11.1 Deposit and Payment of Balance; Escalating Remedies for Non-Payment and Non-Possession. This Section 11.1 applies where Purchaser has paid a deposit but has not paid the remaining balance in full and has not taken possession, measured from the date of the initial deposit (the “Deposit Date”), unless Beaker & Wrench is responsible for the delay.

(a) Three (3) Months — Right of Resale. If Purchaser has not paid the balance in full and taken possession within three (3) months of the Deposit Date, Beaker & Wrench may resell the goods to a third party without liability to Purchaser (the “Initial Resale”). Beaker & Wrench shall provide five (5) business days’ written notice prior to the Initial Resale. After the Initial Resale, Beaker & Wrench shall, within a reasonable time procure or manufacture replacement goods for Purchaser (the “Replacement Goods”), applying the deposit toward the Replacement Goods. Beaker & Wrench shall not be responsible for any delay in procuring or manufacturing the Replacement Goods if such delay is reasonable in length considering the nature of the Replacement Goods and market conditions or the delay owes to causes beyond Beaker & Wrench’s reasonable control. If in Beaker & Wrench’s sole discretion, the cost of the Replacement Goods merits an increase in the purchase price to Purchaser, Beaker & Wrench shall have the right to revise the purchase price of the Replacement Goods and shall provide written notice of the same to Purchaser. Purchaser shall be responsible for this revised purchase price, less the amount already paid by Purchaser. The date on which the Replacement Goods become available for shipment shall be treated as a New Deposit Date. If Purchaser again fails to pay the full balance owed within three (3) months of the New Deposit Date, such failure will trigger the rights, remedies, and consequences stated in Section 11.1(c) below without any further written notice to Purchaser, and Beaker & Wrench shall bear no further replacement obligation.

(b) Six (6) Months — Right of Repricing. If Purchaser has not paid in full and taken possession within six (6) months of the Deposit Date and Beaker & Wrench has not yet exercised its rights under Section 11.1(a), Beaker & Wrench may reprice the goods at its then-current pricing and adjust the outstanding balance, with written notice to Purchaser. Purchaser must pay the revised balance and take possession within thirty (30) days of notice. If Purchaser fails to do so, such failure will trigger the rights, remedies, and consequences stated in Section 11.1(c) below without any further written notice to Purchaser.

(c) Twelve (12) Months — Deposit Forfeiture. If Purchaser has not paid in full and taken possession within twelve (12) months of the Deposit Date, and if this Section 11.1(c) has not already been triggered via Sections 11.1(a) or 11.1(b), Purchaser’s deposit shall be forfeited in full, with no refund obligation. The purchase contract for the goods will be considered void and Beaker & Wrench will have no further obligation to provide the goods or any replacement thereof. If Purchaser still desires the goods or replacement thereof, it will require a new purchase agreement between the Parties, and Beaker & Wrench will have no obligation to apply any amounts paid on the former purchase agreement to the new purchase agreement.

(d) Basis of Remedy. Purchaser acknowledges that Beaker & Wrench manufactures specialized, high-end, expensive, heavy, expensive-to-store, and custom-made-to-order equipment manufacturing equipment, and that Purchaser’s prolonged failure to pay the balance due or take possession causes harms that are substantial and difficult to measure with precision. Those harms may include, without limitation, engineering, procurement, fabrication, assembly, testing, labor, and administrative costs; commitment of production capacity and inventory to Purchaser’s order; opportunity costs from delaying or refusing other customer work; price increases for components and labor during the delay; storage, handling, insurance, preservation, and financing costs; marketability risk, including the difficulty or potential inability to find a replacement purchaser for equipment configured to Purchaser’s specifications; and the commercial risk that a resale or replacement order will not recover Beaker & Wrench’s full economic loss. Purchaser therefore agrees that the rights and remedies in this Section 11.1, including repricing, resale, cessation of replacement obligations, and forfeiture of the deposit, are fair and reasonable under the circumstances and represent a reasonable, good-faith allocation and liquidation of damages that would be impracticable or difficult to calculate precisely, and are not intended as a penalty.

11.2 Failure to Take Possession of Fully Paid Goods; Storage Fees. This Section 11.2 applies once Purchaser has paid the full purchase price and the goods are ready for shipment or delivery (the “Shipment Date”).

(a) Storage Fee; Lien and Sale Right. If Purchaser has not taken possession within thirty (30) days of the Shipment Date, then beginning on the thirty-first (31st) day after the Shipment Date, Beaker & Wrench may store the goods and invoice a monthly storage fee of one and one-half percent (1.5%) of the purchase price (the “Storage Fee”). Partial months will be prorated. Storage Fees are due within fifteen (15) days of invoice and accrue indefinitely while the goods remain in storage. At any time while the goods remain in storage, Beaker & Wrench may, but is not obligated to, store the goods with a third-party storage provider and charge Purchaser all fees and charges imposed by such third-party storage provider as Storage Fees in lieu of the one and one-half percent (1.5%) monthly Storage Fee. If Beaker & Wrench must transport the goods for any reason, including transport to or from any third-party storage provider, such transport fees will be considered Storage Fees. Beaker & Wrench is not obligated to insure the goods while they remain in storage and is not responsible for any theft, loss, destruction, or damage to the goods except to the extent caused by Beaker & Wrench’s gross negligence or intentional misconduct. If Beaker & Wrench elects to insure the goods, the cost of such insurance will be included in Storage Fees.

(b) If accrued and unpaid Storage Fees equal or exceed eighteen percent (18%) of the purchase price or if Purchaser’s failure to take possession persists for eighteen (18) months or more beyond the Shipment Date, Purchaser grants Beaker & Wrench a contractual lien and security interest in and against the goods, and all proceeds thereof, to secure payment of all accrued, unpaid, and future Storage Fees while the goods remain in storage, and all costs and expenses relating to or arising from enforcement of the lien and security interest and the disposition and sale of the goods, including reasonable attorneys’ fees to the extent permitted by applicable law. Purchaser authorizes Beaker & Wrench to take such actions as Beaker & Wrench determines are reasonably necessary or appropriate to evidence, perfect, maintain, enforce, and foreclose such lien and security interest, including the filing of financing statements under the California Uniform Commercial Code. The lien and security interest arise automatically upon satisfaction of either of the foregoing triggers, without any requirement of prior written notice. Upon such lien and security interest arising, Beaker & Wrench shall have all rights and remedies of a secured creditor under the California Uniform Commercial Code, including the right to sell or otherwise dispose of the goods and apply the proceeds as permitted by the California Uniform Commercial Code, in addition to any other rights and remedies available under this Agreement or applicable law.

(c) Basis of Storage Remedy. Purchaser acknowledges that fully paid goods awaiting possession may be large, heavy, specialized, expensive to store, and custom-configured, and that continued storage requires Beaker & Wrench to dedicate warehouse or floor space, maintain and protect the goods, bear handling, administrative, financing, preservation, collection, enforcement, disposition, and sale burdens and costs, and forgo other productive uses of the space and equipment. Purchaser further acknowledges that allowing goods to remain in Beaker & Wrench’s possession for an extended period after completion, whether because Storage Fees remain unpaid or because Purchaser has failed to take possession for eighteen (18) months or more after the Shipment Date, would unfairly shift those costs, risks, and operational burdens to Beaker & Wrench after Beaker & Wrench has completed its manufacturing obligations. The lien, security interest, and related rights and remedies in Section 11.2(a) become available only after either unpaid Storage Fees reach a material threshold equal to eighteen percent (18%) of the purchase price or Purchaser’s failure to take possession persists for eighteen (18) months or more beyond the Shipment Date, and Purchaser agrees that those thresholds and remedies are fair, reasonable, commercially proportionate, and intended to permit recovery of Storage Fees and enforcement, disposition, and sale costs and expenses arising from Purchaser’s prolonged failure to take possession, and are not intended as a penalty.

11.3 Cumulative Remedies. The rights and remedies set forth in this Section 11 are cumulative and non-exclusive. No exercise or non-exercise of any right or remedy under this Section 11 limits, waives, or precludes Beaker & Wrench from exercising any other right or remedy available under this Agreement, at law, or in equity.

12. CANCELLATION

For subscription-based purchases, subscription cancellations must be made at least seven (7) days prior to the next billing date. For one-time purchases, Beaker & Wrench has no obligation to honor any cancellation request made after the order has been accepted by Beaker & Wrench.

13. ELECTRICAL SPECIFICATIONS

Electrical settings specified by the Purchaser are the responsibility of the Purchaser. Beaker & Wrench shall not be responsible or liable for any expenses incurred to remedy the electrical specifications if Purchaser failed to specify the correct electrical settings required to operate the goods purchased.

14. TITLE

Except for transactions in which Purchaser pays one hundred percent (100%) of the purchase price prior to shipment, title to the goods purchased shall not pass to Purchaser until Beaker & Wrench has received payment in full of all amounts due under this Agreement, including any deferred or final installment (referred to as “Post-Shipment Payment Transactions”). For Post-Shipment Payment Transactions, the following shall apply:

Until payment is made in full, the goods purchased shall remain the property of Beaker & Wrench.
Purchaser acknowledges and agrees that, with respect to any transaction in which any portion of the purchase price is payable after shipment or delivery, Beaker & Wrench’s retention of title constitutes a purchase money security interest (“PMSI”) under Article 9 of the Uniform Commercial Code in the goods purchased and all proceeds thereof, securing payment of all amounts owed by Purchaser to Beaker & Wrench in connection with such goods.
Purchaser hereby grants Beaker & Wrench a continuing first-priority security interest in the goods purchased and all proceeds thereof and agrees that Beaker & Wrench shall have all rights and remedies of a secured party under applicable law.
Purchaser irrevocably authorizes Beaker & Wrench to prepare, execute (on Purchaser’s behalf, if necessary), and file one or more UCC financing statements and amendments thereto, and to take any other actions reasonably necessary to perfect, continue, or enforce Beaker & Wrench’s security interest, without further consent from Purchaser.
Purchaser agrees to execute any additional documents reasonably requested by Beaker & Wrench to evidence or perfect Beaker & Wrench’s security interest. Purchaser shall keep the goods free and clear of all liens and encumbrances, shall not sell, transfer, or encumber the goods prior to payment in full without Beaker & Wrench’s prior written consent, and shall maintain insurance on the goods against loss or damage in commercially reasonable amounts.

15. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

In the course of Purchaser’s order, Purchaser may come into receipt of confidential information belonging to Beaker & Wrench, including but not limited to any of the following, to the extent they are not publicly available: pricing, estimates, order or invoice terms, specifications, product information, manuals, guidance, and directions, product updates, improvements, and modifications, and any other information that Purchase should reasonably understand to be non-public and proprietary (the “Confidential Information”). Purchaser will not disclose Confidential Information to any other persons or entities, except for Purchaser’s internal staﬀ, accountants, and legal representatives to the limited extent that such disclosure is reasonably necessary for Purchaser’s purchase, installation, and use of a product. Purchaser will not make or cause to be made, any copies, facsimiles or other reproductions of Confidential Information and to use all other reasonable means to maintain the secrecy and confidentiality of any and all Confidential Information provided by Beaker & Wrench to Purchaser. Purchaser will be liable for its own unauthorized disclosure of Confidential Information and for any third party’s unauthorized disclosure of Confidential Information if such third party received the Confidential Information directly or indirectly from Purchaser.

All intellectual property embodied in the goods remains the exclusive property of Beaker & Wrench. Purchaser shall not reverse engineer, reproduce, or create derivative works of the goods or seek to register any intellectual property rights for the same.

16. INDEMNIFICATION

Purchaser shall defend, indemnify, and hold harmless Beaker & Wrench and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(i) Purchaser’s installation, operation, or use of the goods;

(ii) Purchaser’s breach of these Terms;

(iii) Purchaser’s violation of applicable laws or regulations; or

(iv) Injury to persons or damage to property caused by Purchaser or its personnel.

17. MISC TERMS

Modification. No waiver, alteration, or modification of these Terms shall be binding upon Beaker & Wrench unless made in writing and signed by a duly authorized oﬃcer of Beaker & Wrench.

Delivery. Delivery of these terms and conditions of sale may be made via email or other mutually utilized electronic transmission means, and may be attached to estimates, invoices and/or sales orders, as may be applicable.

Acceptance. An acceptance and confirmation of Purchaser’s order by Beaker & Wrench shall constitute Purchaser’s complete agreement with the terms herein, and shall supersede all previous estimates, orders, invoices, or agreements. The terms herein shall prevail over Purchaser’s terms and conditions as may be provided in any documentation submitted by Purchaser to Beaker & Wrench.

Law/Venue. The laws of the State of California shall govern the validity, interpretation, and enforcement of these Terms. The parties hereto consent to the exclusive jurisdiction and venue of the courts sitting in Los Angeles County, CA, for the resolution of any and all disputes arising from or relating to these Terms. The parties waive any jurisdiction or venue objection within such courts.

Construction. The title and headings of these terms and conditions of sale shall have no bearing on its interpretation. These terms and conditions of sale shall not be construed against the drafter but shall be deemed mutually drafted.

Waiver. A waiver of any provision herein by Beaker & Wrench shall not constitute a waiver of any other provision nor an ongoing waiver.

Severability. If any term of these terms and conditions of sale is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and eﬀect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this severability provision should materially and adversely aﬀect the economic substance of the transactions contemplated hereby, the party adversely impacted shall be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the party seeking such compensation.