Terms of Sale

These Terms of Sale (the “Terms”) are the only terms that govern the sale of goods by Elephant Lifting Products, LLC (“Seller”), to the buyer named on the Order Confirmation (defined below) (“Buyer”). The accompanying order confirmation (the “Order Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Seller expressly rejects Buyer’s general terms and conditions of purchase, and fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions or serve to modify or amend these Terms. Acceptance of the Order Confirmation by Buyer is a prerequisite to the purchase of the goods described in the Order Confirmation (the “Goods”) and shall operate as an acceptance of these Terms which are hereby incorporated into the Order Confirmation. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party.

Unless otherwise agreed to (in writing) by Seller, invoice payment is required within thirty (30) days of shipment date. Unpaid balances after this time shall be subject to a monthly service charge equal to one percent (1%) of total purchase amount. With regard to out-of-pocket costs and expenses incurred by Seller in the collection of amounts not paid by Buyer, Buyer agrees to cover all such costs, including (but not limited to) all reasonable attorneys’ fees. The Seller retains the right to begin assessing the 1% monthly service charge at any date following the invoice deadline so long as the balance remains unpaid. In addition to all other remedies available under this Agreement or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
- For Special production/high-price orders, Seller may require a payment of up to 50% in advance, and up to 50% either before release and/or within 30 days of shipment. Seller reserves the right to require full payment in advance or other special arrangements as deemed appropriate.
- Shipments to buyers outside of the United States may require partial or full payment in advance at Seller’s discretion.
All shipping dates are approximate estimates only and are subject to shipping variations and requirements. Seller shall not be liable for any delay or failure to perform its obligations under any order or sales contract arising out of acts beyond Seller’s reasonable control (i.e., a “Force Majeure Event”), including but not limited to: acts of God, war (declared or undeclared), embargoes, labor disputes, strikes, fires, floods, earthquakes, accidents, terrorist acts, government mandates, restrictions, or other actions, equipment failure, shortages or inability to obtain components or subcontracted work or raw materials, environmental damage, transportation difficulties, production delays or unusually severe weather conditions. Seller shall not be liable for any damages incurred by Buyer caused thereby, whether direct, indirect, special, incidental or consequential.
Order acceptance: All orders, whether placed directly or through an agent, including all subsequent amendments thereto, are subject to a final approval and acceptance by Seller (as stipulated on the Order Confirmation).
Price: Buyer shall purchase the Goods from Seller at the prices (the “Prices”) set forth in the Order Confirmation. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, tariffs, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets. The Prices include standard packaging.
Price adjustments: Amendments to existing orders made at the Buyer’s direction shall, without formal notice to the Buyer, be subject to extra charges. Further, if the estimated shipping date for the Goods is more than sixty (60) days after date of order, the price of the Goods is subject to increase by Seller.
Tariff Adjustment: Seller may increase the prices for affected goods to reflect any new, increased, or newly applicable tariffs, duties, or similar government-imposed charges (collectively, “Tariffs”) that take effect or are imposed after the date of the Order Confirmation or that increase after pricing was quoted. Any price adjustment will be limited to the incremental impact of the Tariffs on Seller’s cost of the affected goods. Seller will provide Buyer with prior written notice of any such adjustment and reasonable supporting information. The adjusted prices will take effect on the date specified in the notice, unless otherwise agreed in writing.
Warranty: All hoists sold by Seller are assembled, inspected, and tested prior to shipment from the factory site. Goods are warranted to be free from defects in workmanship and in materials for a period of one year from the date of shipment by Seller (“Seller’s Warranty”). Goods must be used in accordance with the manufacturer’s recommendations. Seller’s Warranty shall not apply to Goods which are altered, abused, overloaded, neglected of maintenance, used improperly, side loaded, shock loaded, subjected to harmful environmental conditions, neglected of proper maintenance, or have any unauthorized repairs done to them. For Goods which fail to meet these warranty obligations, Seller agrees, at Seller’s election, either to repair or replace such Goods, and an additional warranty period of the same term described above shall apply to such repaired or replaced Goods (beginning on the dated of delivery). Buyer must obtain an RMA number before returning any Goods to Seller for repair or replacement, by submitting a Return Merchandise Authorization Form in the form found at https://elephantlifting.com/Elephant-RMA-Form.pdf (an “RMA Form”). Upon receipt by Seller of an RMA Form from Buyer, Seller will then instruct which authorized repair center the unit and/or units should be shipped to, and Buyer, if outside the United States, shall be responsible for all freight charges for shipment to Seller. If Seller elects to repair such Goods, such repairs will be made without charge to Buyer, and repaired Goods will be shipped back to Buyer, freight prepaid. A valid proof of purchase must accompany the warranty claim. The processing of all warranty claims shall be subject to the additional terms and conditions set forth in the RMA Form. Buyer acknowledges and agrees that the remedies set forth in this paragraph are Buyer’s exclusive remedies, and Seller’s entire liability, for Goods which do not conform to Seller’s warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH, SELLER DISCLAIMS ANY AND ALL OTHER EXPRESSED OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTY AGAINST REDHIBITORY DEFECTS OR VICES IN THE GOODS PROVIDED IN ARTICLE 2520 ET SEQ. OF THE LOUISIANA CIVIL CODE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
- WARNING: Unless otherwise specified, these machines are not designed for personnel handling or lifting loads above people. It is the user’s responsibility to determine what equipment is suitable for the application, and to comply with regulation. Always read and understand the operations manual, review warnings, and take precaution. It is strongly recommended that you understand suggested maintenance of the Goods, and have a maintenance plan in place.
- Buyer shall not (a) make any modifications to the Goods, including their labeling or packaging, or market, distribute, or sell the Goods other than in the form and packaging as delivered by Seller under this Agreement; or (b) resell the Goods to any federal, state, or local government or political subdivision or agency thereof, without express written approval from Seller.
- Buyer shall not provide any warranty to any customer regarding the Goods other than Seller’s Warranty as set forth in the “Warranty” paragraph above. Buyer shall promptly notify Seller of any known warranty claims and cooperate in the investigation of such claims. Buyer shall not service, repair, modify, alter, reconstruct, replace, reverse engineer, or otherwise change the Goods.
Limitation of Liability: To the maximum extent permitted by applicable law,
- IN NO EVENT SHALL SELLER OR ANY OF ITS REPRESENTATIVES 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 THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER SELLER 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.
- SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER PURSUANT TO THIS AGREEMENT.
Indemnification and safe operation: Buyer and its employees shall comply with directions set forth in instructions and manuals furnished by Seller. Buyer shall follow — and cause its employees to follow — such instructions and manuals in the reasonable care, use and maintenance of the Goods. Buyer shall not remove or permit anyone to remove any warning or instruction signs on the Goods. In the event of personal injury/damage to property/business arising from the use of the Goods, Buyer shall, within forty-eight (48) hours, provide Seller with written notice of injury or damage. Buyer shall assist Seller in the investigation of any such injury or damage, and in the defense of any claims arising from them. If Buyer fails to comply with this section, or if any injury or damage is caused (in whole or in part) by Buyer’s failure to comply with applicable federal of state safety requirements, Buyer shall indemnify, defend, and hold Seller harmless against any claims, loss or expense for injury or damage arising from the use of the Goods.
Changes and cancellations: Seller reserves the right to change or cancel any order as required by circumstances, including allocation of production or delivery or due to a Force Majeure Event; or to comply with applicable laws, ordinances, regulations, directives or administrative actions. Orders are not subject to cancellation by Buyer except upon prior written consent of the Seller and payment to the Seller of a sum to be set by the Seller which fairly compensates it for its damages, including but not limited to materials, labor and engineering, plus a reasonable percentage of profit for work completed on the order.
Returns: Returns are accepted on a case-by-case basis. No returns will be accepted without prior communication with Seller. Additional charges may apply.
Assurances: Shipments by Seller shall at all times be subject to the prior approval of its credit personnel and Seller may, at any time, decline to make shipment except upon receipt of prior payment or upon other terms and conditions or security satisfactory to Seller.
Title and risk of loss pass to Buyer upon Seller’s delivery of the Goods for shipment at Seller’s facility or warehouse, as applicable; provided that for drop shipped Goods, title and risk of loss shall pass to Buyer upon shipment from the manufacturer in Japan. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Louisiana Uniform Commercial Code.
Confidential Information: All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
Termination: In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

Freight Policies

Freight will be allowed on orders that meet or exceed a net of $5,000. Freight allowed orders must be shipped to a single destination within the continental USA. For shipments to Alaska and Hawaii, please reach out to customer service to discuss paid freight options. For shipments that are not freight allowed, freight charges will be shipped collect or charged to the desired freight account provided by Buyer. Buyer will pay the difference between any expedited transportation and the standard freight allowance on orders that need and / or qualify for freight. This policy may not be applicable to shipments with oversized crates. Please consult with the factory.

In cases where a paid freight order cannot be fulfilled entirely, Seller will cover the cost of the original shipment and one subsequent backorder shipment. Should another backorder arise from the initial backorder, Buyer has the option to receive a complete or partial shipment. For partial shipments, Buyer is required to prepay and include additional freight charges.

For shipments destined for Canada, please reach out to our customer service department to discuss available paid freight options, as costs will vary by Province.

Miscellaneous

Governing Law; Jurisdiction: This Agreement is governed by, and construed in accordance with the laws of the State of Louisiana without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts of the State of Louisiana. Seller and Buyer each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
Severability: If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Waiver: No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Seller operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Seller precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Seller.
Assignment: Buyer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries: This Agreement benefits solely the parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Notices: All notices shall be in writing and addressed to the parties at the addresses set forth on the face of the Order Confirmation or to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).

Elephant Lifting Products MAPP (Minimum Advertised Pricing Policy) Program

Promotional pricing of Elephant brand products may not appear on the internet at a price level less than 20% off of manufacture suggested list pricing. Any product that receives a distributor discount off suggested list of 30% or less, cannot appear on the internet at a price level less than 10% off of manufacturer suggested list pricing. The pricing should appear on the front and / or main page of any advertisement.
Consequences. Should it be determined that Buyer, as an ecommerce distributor, has violated this policy, Seller will telephone and/or email to address the occurrence, and Buyer shall correct such pricing within 5 business days from the date of contact. If, after that time period, the situation has not been reconciled then shipments for Buyer’s account may be suspended by Seller until corrected. Should the situation persist, Seller will reserve the right to review the distributorship and may opt to cancel the relationship.
Authority. Seller will utilize in-house staff, as well as outside resources to monitor this program in order to maintain pricing integrity as mentioned above. This policy will pertain to advertised pricing only and in no way is to be associated with the distributor’s right to set its own selling price for Seller products. Seller reserves the right to change this policy without notice.

Terms updated as of March 2026.