Terms and ConditionsTERMS AND CONDITIONS OF SALE
1) Ordering Goods
All orders for goods and/or services must be made or confirmed in writing. The acceptance of any order will occur only after receipt of Buyer’s written confirmation. If purchase orders are entered for production and/or shipment prior to receipt of written documentation from Buyer, such orders are accepted as an accommodation to Buyer and in such instances, the sale is to be governed by the terms and conditions herein, and no others, regardless of any written documentation subsequently furnished by Buyer.
2) Price and Payment Terms
Unless otherwise quoted in a firm offer, all prices will be as described in the Seller's price list last published before the receipt of Buyer’s written order or confirmation. The Seller will provide firm quotes only in writing, unless otherwise specified. All firm quotes will expire thirty (30) days from date of issuance. Prices are subject to change at any time without notice. The terms of payment for all shipments hereunder shall be net cash thirty (30) days from date of invoice, unless otherwise indicated on the face hereof. All other sales will be cash, Visa, MasterCard, American Express, prepaid (before shipping), or COD. International sales shall be prepaid or such terms as agreed upon by the credit department in writing. Buyer will pay all International bank fees. Buyer may purchase goods and/or services on account or credit only after approval by the Seller's credit department. Delays in transportation shall not extend term of payment. Past due Invoices shall be subject to a finance charge of 1.5% per month or the maximum rate allowed by law, whichever is less.
All prices are quoted exclusive of any tax, fee, duty, assessment or charge, unless specifically stated to be included on the reverse hereof and, if paid by the Seller, shall be added to the prices set forth herein. Any taxes, where applicable, will be billed as separate items unless Buyer provides Seller with a properly executed tax exemption certificate.
4) Delivery and Shipping
Shipment dates are estimates only and are subject to production limitations and factory schedules, and hence are not guaranteed. In no event shall Seller have any liability, consequential or otherwise, as a result of shipment delay. All sales are: “Ex Works (EXW) Hayden, Idaho, Incoterms 2000”. Seller will use its discretion in choice of carrier and will prepay freight and charge the Buyer unless otherwise requested in writing by the Buyer. Buyer bears the risk of all loss or damage to goods or loss during shipment. If Buyer is in default at any time under any order with the Seller or the Seller is dissatisfied with Buyer’s financial condition, the Seller shall have the right, without prejudice to any other of its rights, of suspending deliveries until such default or condition is remedied. If at any time in the Seller’s opinion the financial responsibility of Buyer becomes impaired or unsatisfactory to the Seller, or inadequate to meet the obligations hereunder, the terms of payment may, at the Seller’s option be revised or withdrawn, and the Seller may require cash or other satisfactory security before making further shipments to the Buyer. Acceptance by the Seller of less than full payment shall not be in waiver of any of the Seller’s rights.
Buyer is advised and acknowledges that they will comply with all applicable U.S. laws related to the export of products prior to initiating these activities, including but not limited to the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR). Diversion contrary to U.S. law is prohibited.
6) Inspection and Acceptance
All claims for damages, errors, shortages, or non-conformance of goods and must be made to the Seller in writing within thirty (30) days of Buyer's receipt of goods. Buyer's failure to make such claim within the time permitted will constitute Buyer's irrevocable acceptance of the goods.
7) Returns and Allowances
Goods rejected by Buyer for damage (other than during shipping) or non-conformance must be returned to the Seller within thirty (30) days of Buyer’s timely rejection thereof. All other returns, whether of warranty or otherwise may be returned only after receiving a return material authorization (RMA) number from the Seller. This number must be displayed on the outside of return shipments. Absence of this number will constitute an unauthorized return and will be returned to the Buyer. Buyer shall ship all returned goods insured by a carrier designated by the Buyer. Credit or adjustment for returned goods would be subject to inspection and acceptance by the Seller at the Seller’s factory in Hayden, Idaho. Non-standard catalog items and items specially manufactured for Buyer are non-cancelable, non-returnable, non-refundable except as to warranty defects and non-conformance to manufacturing specifications. The Seller shall not be liable for any material converted to forms other than originally shipped by the Seller. Returned material which is damaged due to improper Buyer handling or repackaging will not be accepted and will be deemed property of Buyer. A restocking fee may apply.
8) Manufacturer's Warranty
The Seller warrants that at the time of shipment the goods will meet or exceed all of the company’s published specifications for such goods, and will remain free of defects in workmanship and materials for a period ending ten (10) years after the date of shipment of the goods to Buyer. Buyer agrees that the goods are designed according to specifications suitable for Buyer's purpose, and that, except as set forth in this Limited Warranty: The Seller disclaims any warranty of any kind express or implied, including without limitation, any warranty as to the design, fitness condition, merchantability or discretion of or as to the quality of the material or workmanship in the goods, or as to their fitness for any particular purpose for any trade or business, or any other representation or warranty whatsoever. The warranty given in this paragraph is in lieu of any other warranties, express or implied, including but not limited to, those of merchantability and fitness for any particular purpose.
9) Limitation of Liability
The Seller will not under any circumstances:
(a) Be liable to Buyer of any warranty claim relating to the goods or components that the Buyer asserts more than five (5) years after the date of shipment of the goods to Buyer:
(b) Be liable to Buyer for any damages in excess of the amount actually paid by Buyer to the Seller for the goods as to which Buyer makes a warranty claim or the cost of repair or replacement, whichever is the smaller amount:
(c) Be liable to Buyer for any loss of use or profits or other special or consequential damages or:
(d) Be responsible for any personal injury, or property damage alleged to arise as a result of Buyer's or any third party's use of the goods. Buyer expressly assumes the risk of and responsibility for any and all damages for personal injury, property damage, loss of use or profits or other special or consequential damages relating in any way to the goods or use thereof. The above limitations shall apply even though it maybe alleged that the Seller or its agents have been actively or passively negligent.
No agent, employee, or representative of the Seller has any authority to bind the company to any warranty concerning the goods sold hereunder other than that set forth in these terms and conditions, with the exception of additionally purchased standard product Extended Warranty Programs.
10) Venue and Jurisdiction
The sole and exclusive forum for the resolution of any disputes arising between Buyer and the Seller, will be in the Superior Court in the state of Idaho in and for Kootenai County or upon proper legal basis the United States District Court for the district of Idaho, Northern Division and Buyer and the Seller each confers jurisdiction over the resolution of such disputes upon these courts. In the Event the Seller is required to commence collection action to recover unpaid invoices and goods sold and delivered, the company shall be entitled to accrue interest on the unpaid balance at the highest legal rate permitted from the due date of invoice, attorney’s fees, and costs of suit.
11) Patent Infringement
The Seller reserves the right to discontinue deliveries of any material the manufacture or use of which in the company’s opinion would involve patent infringement. Buyer shall indemnify and save harmless the Seller, or its successors and assigns and affiliates against and from any and all damages, claims and judgments for damages and cost arising our of any suit alleging infringement of any U.S. or foreign patent or trademark by the goods supplied by the Seller under this order made in accordance with any design and specification furnished by Buyer to the Seller; and Buyer shall, if the Seller desires, defend the Seller at Buyer’s expense in any such suits for alleged infringement.
12) No Intellectual Property Licenses
The Seller retains ownership of all designs, inventions and other intellectual property rights in all goods and/or services sold to Buyer regardless of any contribution by Buyer and is not providing Buyer with any license thereto, expressed or implied, unless specifically identified in these terms of sale
All obligations of confidentiality owed to the Seller or its affiliates by Buyer with respect to any materials or information furnished to Buyer subjected to such obligations shall remain in full force and effect and nothing herein shall affect such obligations.
14) Sole Agreement and Acceptance
Except as provided in paragraph 13, the terms and conditions set forth herein contain the sole, entire and exclusive agreement between the Seller and Buyer in this transaction and supersede all prior discussions, proposals, negotiations, representations, and agreements. Except as expressly provided herein, any additional or conflicting terms whether or not material shall not in any manner govern the relationship between the Seller and Buyer. The Seller objects to and shall not be bound to any terms or conditions not set forth herein, including any additional or different terms on Buyer’s purchase order, acknowledgment, shipping documents, or other wise which shall be accepted for billing purpose only, and any inconsistencies or differences therein with the provisions hereof shall be null and void. Any waiver, modification, or amendment of these terms and conditions shall only be effective against the Seller only if such waiver, modification, or amendment is contained in a written instrument duly executed by the Seller.
The Seller reserves the right to modify and change specifications with respect to any goods without notice and substitute such modified goods to the extent that they meet or exceed the performance specification of the goods ordered by the buyer.