Frequently Asked Questions

Terms and Conditions

TERMS AND CONDITIONS TO SALE OF DART PRODUCTS

1. Definitions. As used herein, the following terms shall have the following meanings:
a. "Customer" means an end user or other purchaser of a Product from Dealer.
c. “Limited Warranty Statement” means Dart’s then-current warranty from Dart to a Customer.
b. "Products" means the engine components and related accessories in Dart’s then-current product list, a current copy of which has been previously provided to, and receipt of which is hereby acknowledged by, Dealer. Dart may add to, delete from, or otherwise modify the Products at any time.
c. "Territory" means the geographic region in which Dealer is permitted to sell the Products, as defined and modified by Dart from time to time.
2. Appointment. Dart hereby appoints Dealer, and Dealer accepts such appointment, to act as a non-exclusive Dealer of Products only to Customers located in the Territory. Sale of Products to other Dealers or Dealer's affiliates is strictly prohibited. DEALER WILL ONLY SELL THE PRODUCTS IN FACE-TO-FACE TRANSACTIONS FROM PHYSICAL STORE OUTLETS LOCATED IN THE TERRITORY, OR VIA THE INTERNET STRICTLY IN ACCORDANCE WITH WARRIOR’S INTERNET POLICY.
3. Prices. The prices to be paid by Dealer to Dart for the Products, and any discounts applicable thereto, shall be as set forth in Dart’s then current Price List, as provided to Dealer by Dart. Dart shall have the right, at any time, to change, alter, or amend the Product prices and applicable discounts upon written notice to Dealer and Dart will not be responsible for printing errors on any Price Lists. Prices are exclusive of all taxes (excluding Dart’s income tax), duties, tariffs, fees, assessments, insurance, and shipping and handling charges, which are Dealer’s sole responsibility. All prices are stated, and payments shall be made, in U.S. currency.
4. Minimum Advertised Pricing. It is the corporate policy of Dart not to sell it’s Products to Dealers that engage in advertising of Dart’s Products at prices that are discounted below Dart’s published jobber pricing or that resell to others that engage in such advertising. It is not Dart’s intention to dictate, or even suggest, the prices that Dealer’s charge. However, in order to maintain the reputation that the Products have earned of being of the highest quality in the industry, Dart will exercise its right not to do business with any Dealer that would jeopardize that image by engaging in such advertising.
5. Orders. Orders placed by Dealer shall be in writing and shall be subject to acceptance by Dart. Dealer must use its account number on all orders placed with Dart. The terms and conditions of each order shall be as provided in this Agreement, and the provisions of either party's form of purchase order, acknowledgement or other business form will not apply to any order, notwithstanding the other party's acknowledgement or acceptance of such form. The placing of an order with Dart shall constitute acceptance of all of the terms and conditions contained in this Agreement. Dart reserves the right to reject any order placed by a Dealer whose account is not in good standing (as determined by Dart).
6. Special Orders. All special orders are non-returnable and non-refundable. Special orders may also include prepayment, in Dart’s sole discretion. Special orders include, but are not limited to the following: any CNC package, assemblies, valve train components, engine blocks, special machining and/or labor operations.
7. Shipment. Shipment of Products will be F.O.B. Dart’s place of business, at which time title and risk of loss will pass to Dealer. All freight, insurance, and other shipping expenses, as well as any expenses related to Dealer’s special packing requests, will be borne by Dealer unless otherwise agreed to in writing by Dart. Drop shipments are available to open accounts only. A drop-ship fee of $25 will be charged for each pair of cylinder heads or each intake manifold shipped. A drop-ship fee of $45 will be charged for all engine blocks shipped. All expenses resulting from a refused shipment will be the responsibility of Dealer. A credit will be issued for the cost of Product less freight and any other cost incurred from the refusal.
8. Payment. Subject to compliance with Dart’s credit requirements, or other written arrangements between Dart and Dealer, all payments are C.O.D. unless otherwise noted. Dealer shall be responsible for actual costs of collection incurred by Dart (including reasonable attorney’s fees) for any invoices which are not timely paid, plus interest on the unpaid balance at 1% per month or the highest rate permitted by applicable law, whichever is less. If Dealer wishes to prepay an order, please contact Dart prior to placing any order.
9. Returns. All Products being returned for credit must have prior approval from Dart. All Products being returned for credit must be in original condition and will be inspected at time of receipt. All Products should be returned to Dart prepaid and insured and will be subject to a minimum 10% handling charge. Credit to any Dealer will be issued at the purchase price. No returns will be accepted after 90 days from the applicable invoice date.
10. Limited Warranty Returns. All Products returned for warranty consideration, inspection, repair, etc., must be sent prepaid and insured. Dealer must include with the return, its name, address, phone number and explanation of the problem and work to be done. A return authorization number must also accompany the return, which can be obtained by contacting Dart at 248-362-1188. Dart will ship warranty Products back to Dealer using the most cost effective method. Any additional cost for freight upgrade will be at Dealer’s expense. Dart’s limited warranty covers replacement or repair of the Products only and does not cover the cost of removal and/or installation. All warranty returns are subject to Dart’s Limited Warranty policy (as set forth in paragraph 17 below). There is absolutely no warranty for the following: (i) any Products used in racing applications; (ii) any Products that have been physically altered, or improperly installed or maintained; or (iii) any Products used in improper applications, abused or not used in conjunction with the proper parts.
11. Stock Adjustments. Stock adjustments will be accepted from January through October of the current year. Stock adjustments will not be accepted after that time. Returned Products not in resaleable condition including packaging that has been defaced by Dealer labels or other markings, will re repackaged and subject to appropriate charges. Dealer must obtain a Dart RGA number prior to shipping a stock adjustment. Returned Products must be shipped prepaid. Collect shipments will be refused. Only Products manufactured by Dart will be accepted for credit. Dealers will not be allowed to return more than 2.5% of the previous calendar year’s sales, accompanied with an offsetting order. Stock adjustment returns not accompanied with an offsetting order will be subject to a 10% restocking charge. Products older than 18 months will not be accepted for return.
12. Back Orders. Back ordered items will be shipped when available. All back orders will be shipped F.O.B. Dart’s place of business. No deductions are allowed for freight, parcel post or shipping charges. An order will be partially shipped if at least 50% of the Products are available, unless the order specifies “ship complete only” or the Dealer requests partial shipments. Partial shipments will not be considered a valid reason for return.
13. Dealer's Obligations. Dealer will aggressively promote, market and advertise the sale of the Products. Dealer will comply at all times with Dart’s Warehouse Distributor Price Schedule and Dart’s Internet Policy (attached as Exhibit “A”). Dart may cancel, modify or otherwise terminate any of the above-listed Policies at any time upon notice to Dealer.
14. Dealer Covenants. Dealer will:
a. conduct business in a manner that reflects favorably at all times on Dart and its Products and on the good name and reputation of Dart, as determined by Dart, in its sole discretion;
b. advertise and promote the sale of the Products only in high quality, color catalogs or via an Internet web site, the content of which will be approved of in advance by Dart;
c. avoid deceptive, misleading or unethical practices that are or might be detrimental to Dart or Dart’s Products;
d. make no false or misleading representations with regard to Dart or Dart’s Products;
e. not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Dart or Dart’s Products;
f. make no representations, warranties or guaranties to Customers or others with respect to the specifications, features or capabilities of Dart’s Products that are in any way inconsistent with the literature distributed by Dart; and
g. comply with all of Dart’s then current Dealer policies.
15. Use of Trademarks and Proprietary Information. During the term of this Agreement, Dealer may use the trademarks, tradenames, logos and designations used by Dart for Dart Products solely in connection with Dealer's advertisement, promotion and sale of Dart Products, and in accordance with Dart’s Corporate Identity Standards (attached as Exhibit “B”) and then-current trademark usage policies. Dealer shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation or other materials related to the Products. Such usage by Dealer shall terminate immediately upon termination of this Agreement or other written request from Dart to cease such use.
16. Term and Termination.
a. Term. This Agreement shall commence on the Effective Date and continue for a period of twelve (12) consecutive months thereafter, unless terminated earlier as provided herein. This Agreement shall automatically renew for successive twelve (12) month periods unless terminated as provided herein.
b. Termination Without Cause. Dealer or Dart may terminate this Agreement without cause at any time by written notice to the other party not less than sixty (60) days prior to the effective date of termination. All unfilled orders pending at the time of the date of such notice of termination shall be deemed cancelled, and Dart and Dealer hereby waive all claims against the other in connection with the cancellation of such orders.
c. Termination For Breach. Dart may terminate this Agreement for cause by written notice to Dealer not less than ten (10) days prior to the effective date of such notice in the event that (i) Dealer fails to pay past due invoices within thirty (30) days after notice that invoices are past due; (ii) Dealer violates any other material provision of this Agreement; or (iii) control of Dealer is acquired, directly or indirectly, by a third party, or Dealer is merged with a third party. Upon giving its notice of termination, Dart may alter its terms of sale, including credit terms, and take such other action as may be consistent with the termination of Dealer as an authorized Dart Dealer.
d. Termination For Insolvency. At the option of Dart or Dealer, this Agreement shall terminate immediately if (i) a receiver is appointed for the other party or its property; (ii) the other party becomes insolvent or unable to pay its debts as they mature or ceases to pay its debts as they mature in the ordinary course of business, or makes an assignment for the benefits of its creditors; (iii) any proceedings are commenced by or for the other party under any bankruptcy, insolvency or debtor's relief laws; (iv) any proceedings are commenced against the other party under any bankruptcy, insolvency or debtor's relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the commencement date thereof; or (v) the other party commences to dissolve under applicable corporate statutes.
e. Effect Of Termination. All amounts payable by Dealer to Dart shall survive termination of this Agreement and, upon termination, shall become immediately due and payable. In addition, Dart shall have the right to repurchase unsold Products in Dealer's inventory. Within ten (10) days following termination, Dealer shall furnish Dart with an inventory of unsold Products. Within ten (10) days after receipt of such inventory, Dart shall notify Dealer in writing whether Dart intends to repurchase from Dealer all or part of such inventory at the original invoice price (less discounts, price protection, or other credits previously granted). Dart shall pay all transportation and other costs connected with shipping such Products to Dart.
17. Warranty Disclaimer. Dart provides a limited warranty on the sale of its Products to Customers (as set forth below in this paragraph 17). Dealer will make available to Customers a copy of the limited warranty and will not make any representations or statements inconsistent with such limited warranty statement. Dart warrants its Products to be free from defects in material and workmanship under normal and recommended use and that the Products will conform to Dart’s published specifications. Dart’s obligation under this warranty shall be limited to providing repair to, or replacement of Products, to the extent of any defective Products, or at Dart’s election, to the repayment or crediting of Dealer with an amount equal to the purchase price of such defective Products whether such claims are for breach of warranty, breach of contract, or negligence. This warranty shall extend for 12 months from the date of the original purchase by the original buyer only, and shall apply only to those Products which upon Dart’s examination disclose to its satisfaction that the Products in question were in fact defective. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANGABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON DART’S PART. THIS WARRANTY SHALL NOT APPLY TO ANY RODUCT WHICH HAS BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, ABUSE OR MISUSE. DART MAKES NO WARRANTY WHATSOEVER IN RESPECT TO ACCESSORIES OR PARTS NOT SUPPLIED BY DART. Notwithstanding the foregoing, any parts purchased by Dart from its vendors shall only carry the vendor’s specific warranty, to the extent transferable to Dealer. No representation or warranty, expressed or implied, made by any sales representative or other agent or representative of Dart, which is not specifically set forth herein, shall be binding upon Dart. DART MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE PRODUCTS, EXCEPT AS SET FORTH ABOVE. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED.
18. Limitation of Liability. Liability of Dart and its suppliers arising out of or relating to this Agreement or the supply of Products hereunder, shall be limited to the actual amounts paid by Dealer to Dart for the Products giving rise to such damages, and shall in no event include loss of profits, costs of procuring substitute goods or services, or any incidental, indirect or consequential damages of any kind, even if Dart or its supplier is aware of the possibility of such damages.
19. No Right to Copy. The Products are sold by Dart subject, in every case, to the condition that such sale does not convey any license, or other right in the Dealer to manufacture, duplicate or otherwise copy or reproduce the Products through any means whatsoever. Dealer agrees to take appropriate steps with its Customers as Dart may request to inform them of and assure their compliance with the restrictions contained in this paragraph.
20. General.
a. Assignment. Neither party may assign, delegate, or transfer this Agreement, or any of its rights or duties hereunder, without the prior written consent of the other party. Any attempted assignment or delegation in violation of this paragraph shall be null and void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Notwithstanding the foregoing, Dart may assign its rights and duties hereunder in connection with the merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all of the assets of Dart.
b. Governing Law. This Agreement shall be governed by the laws of the State of Michigan (excluding its conflicts of laws principles). The parties hereby consent to the exclusive jurisdiction of and venue in the Circuit Court for the County of Oakland, State of Michigan or the United States District Court for the Eastern District of Michigan.
c. Independent Contractors. In performing their respective duties under this Agreement, each of the parties hereto will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the parties hereto. Neither party will have the power to bind the other party or incur obligations on the other party's behalf without the other party's prior written consent.
d. Modification. No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or in a subsequent breach or default.
e. Time Limit for Audit Claims. Dart invoices will not be subject to any audit claim by Dealer unless Dealer notifies Dart in writing within thirty (30) days after the date such invoice is due.
f. Force Majeure. If a delivery date is specified, that date will be extended to the extent that delivery is delayed by reason of fire, flood, war, riot, strike, natural disaster or any other event beyond Dart’s reasonable control. If, as a result of such a delay, the Products ordered are unavailable, Dart may substitute comparable goods.
g. Waiver. A failure or delay by Dart to enforce at any time, or to require performance of any term or policy herein (including the Policies attached as Exhibits), shall in no way be construed to be a waiver of such policy. A waiver of any term or policy in any one instance shall not be deemed a waiver of such term or policy for any future period.

EXHIBIT “A”

INTERNET POLICY

In keeping with Dart’s commitment to promoting superior customer service and outstanding technical assistance to consumers, Dart has developed the following Internet Policy. Any dealer selling Dart products over the internet must have prior authorization from Dart to do so and must meet the following requirements:

• Be an authorized Dart dealer in good standing as determined by Dart.

• Adhere to all Dart dealer policies, including Dart’s Minimum Advertising Pricing Policy.

• Purchase at least $25,000.00 (in wholesale dollars) worth of Dart products on an annual basis, from January 1 to December 31, of each year.

• Support the entire Dart product line; however, Dart reserves the right to limit the specific product or products that an internet dealer may advertise, market or sell.

• Ship the products ordered at the price displayed without unauthorized substitutions.

• Receive and respond to emails within one business day of receipt, and process orders within two business days.

• Post on the dealer’s website up-to-date details on customer service policies, including shipping information, return policies and contact information.

• Internet dealers will use the same published return policy as used by all other Dart dealers.

• Dealer’s name cannot include “Dart Machinery” or “Dart” and should be clearly distinguished from Dart.

• Dealer’s domain name cannot include “Dart Machinery” or “Dart”.

• Internet dealer will not market, sell or distribute Dart products directly or indirectly through any World Wide Web site including any third-party affiliated web sites owned, operated, controlled or hosted by the dealer. Dealers may use third parties to drive traffic, awareness and commerce to their site (e.g., banners, affiliate programs, etc.), but consumer must be made aware that the final commercial transaction is between the consumer and the dealer (e.g., use of internet “mall” sites, such as eBay is acceptable for driving traffic to dealer’s website, but direct transactions through internet “mall” sites is unacceptable).

• Present Dart brand and product in a clear and professional manner using only Dart authorized logos, trademarks and icons in accordance with Dart’s Corporate Identity Standards.

• Under no circumstances does Dart relinquish its right or ownership in its intellectual property, nor does Dart waive its right to protect and/or enforce its intellectual property rights.

• Update website and/or catalog on a regular basis to present new products or styles and eliminate discontinued products or styles.

• Approved internet dealers are only authorized to ship within their country (for example, approved U.S. dealers can only ship within the U.S.; Canadian dealers only within Canada, etc.).

• Dart will only ship to dealers; there will be no drop shipments.

• Internet dealers shall not market, sell or re-distribute Dart products (or affiliated brand’s products) to any dealer, distributor or retailer or any other parties except consumers.

• Approved internet dealers must provide Dart with information demonstrating compliance with requirements and policies when requested.

• Dart reserves the right to routinely evaluate, revise or update the terms and provisions of this Policy on an as needed basis and will provide regular updates of this Policy to its Internet dealers as required.

Dart reserves the right to withdraw internet authorizations with or without cause at any time and without the obligation to pay dealer any amounts for goodwill, lost business, investment or any other causes.

EXHIBIT “B”

CORPORATE IDENTITY STANDARDS

Dart has implemented new guidelines regarding logo mark usage that must be followed in order to maintain brand integrity. Requiring consistent use of the Dart logo in all graphic (print, electronic, POP, etc.) applications will help to maintain the prestige of the brand and will assist in maintaining and growing consumer and brand awareness. Please read the attached Dart corporate identity standards for complete information.

To access digital files of the Dart logo, please go to http://www.dartheads.com/media_tools_login.php
Fill out an application for media access and you will be able to download EPS and JPG files of the primary logo once approved.

Any marketing materials released, including but not limited to, catalogs, advertisements, flyers and Web sites, must comply with Dart’s corporate identity standards. Any Dart accounts found not to be in compliance will become ineligible for marketing services.