TERMS AND CONDITIONS OF SALE
Customer's Terms and Conditions
Products furnished and services rendered by Seller are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions on Customer's order, Seller's performance of any contract is expressly made conditional on Customer's agreement to Seller's Terms and Conditions of Sale unless otherwise specifically agreed to in writing by Seller. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions, or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance of any Product or service shall be deemed acceptance of the terms and conditions stated herein. All contracts for the sale of Products shall be construed under and governed by the laws of the State of Washington.
All orders for non-catalog Products not responding to a quotation issued by Seller shall be subject to acceptance by Seller only at its plant.
Quotations and Prices
All quotations are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face hereof. In the case of a conflict between the terms and conditions stated herein and those appearing on the face hereof, the latter shall control.
Seller's prices and quotations are subject to the following:
- All published prices are subject to change without notice.
- Unless otherwise specified in writing, all quotations are firm for, and expire, thirty (30) days after date thereof and constitute offers: provided that, budgetary quotations and estimates are for preliminary information only and shall neither constitute offers, nor impose any responsibility or liability upon Seller.
- All shipments will be billed at prices in effect on the date of acceptance of Customer's order.
- Unless otherwise stated in writing by Seller, all prices quoted shall be exclusive of transportation, insurance, taxes (including, without limitation, any use tax, sales tax or similar tax), license fees, customs fees, duties and other charges related thereto, and Customer shall report and pay any and all such shipping charges, premiums, taxes, fees, duties and other charges related thereto, and shall hold Seller harmless there from.
- Stenographical, typographical and/or clerical errors are subject to correction.
- Prices quoted are for Products only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than Seller's standard tests and other than normal domestic commercial packaging unless expressly agreed to in writing by Seller.
- Published weights and dimensions are approximate only. Certified dimension drawings can be obtained upon request. Manuals, programs, listings, drawings or other documentation required must be referenced specifically, and will be the latest applicable version.
Terms of Payment
Unless credit is granted, payment is as specified. All payments for Products released and shipped on approved credit accounts shall be due in full thirty (30) days from date of invoice therefor. Past due balances shall be subject to a service charge of 1% per month (12% per annum), but not more than the amounts allowed by law. Partial shipments will be billed as made and payments therefor are subject to the above terms. Payment shall not be withheld for delay in delivery of required documentation unless a separate price is stated therefor, and then only to the extent of the price stated for such undelivered documentation, Seller may cancel or delay delivery of Products in the event Customer fails to make prompt payment therefor. Title shall remain in Seller until Customer has made payment in full in accordance with the terms hereof. Customer shall cooperate fully with Seller to execute such documents and to accomplish such filings and/or recordings thereof as Seller may deem necessary for the protection of Seller's interests in the Products furnished.
Transportation and Risk of Loss
Unless otherwise agreed to in writing by Seller, all transportation shall be at the expense of Customer. Seller reserves the right to ship Products freight collect and to collect and to select the means of transportation and routing. Unless otherwise advised, Seller may insure to full value of the Products or declare full value thereof to the transportation company at the time of delivery and all such freight and insurance costs shall be for Customer's account. Risk of loss or damage shall pass to Customer upon delivery of the Products to the transportation company at the FOB point, whether or not installation is provided by or under supervision of Seller. Confiscation or destruction of, or damage to Products shall not release, reduce or in any way affect the liability of Customer therefor. Notwithstanding any defect or nonconformity, or any other matter, such risk of loss shall remain in Customer until the Products are returned at Customer's expense to such place as Seller may designate in writing. Customer, at its expense, shall fully insure Products against all loss or damage until Seller has been paid in full therefor, or the Products have been returned, for whatever reason, to Seller. Any and all taxes levied on or with respect to Products after delivery thereof to the transportation company, including, without limitation, taxes levied on or assessed to Seller by reason of its retention of title, shall be paid by Customer, provided, however, in the event Seller, in its sole discretion, chooses to pay such taxes, then Customer shall reimburse Seller in full upon demand. All Products must be inspected upon receipt and claims should be filed with the transportation company when there is evidence of damage, either concealed or external. As used in the clauses appearing herein or attached hereto, "delivery" shall occur when the Products are delivered at the FOB point, which shall be the point of manufacture or such other place, as Seller shall specify in writing, notwithstanding installation by or under supervision of Seller.
Seller shall not be liable in any way because of any delay in performance hereunder due to unforeseen circumstances or to causes beyond its control, including, without limitation, strike, lockout, riot, war, fire, act of God, accident, failure or breakdown of components necessary to order completion, subcontractor, supplier or Customer caused delays, inability to obtain labor, materials or manufacturing facilities, or compliance with any law, regulation or order, whether valid or invalid, of any cognizant governmental body or any instrumentality thereof whether now existing or hereafter created. Performance shall be deemed suspended during and extended for such time as any such circumstances or causes delay its execution. Whenever such circumstances or causes have been remedied, Seller will make and Customer shall accept performance hereunder. In addition, Seller's inventories and current production must be allocated so as to comply with applicable Government regulations. In the absence of such regulations, Seller reserves the right, in its sole discretion, to allocate inventories and current production and substitute suitable materials when, in its opinion, such allocation or substitution is necessary due to any such circumstances or causes. No penalty clause of any kind shall be effective. As used herein, "performance" shall include without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair or replacement, as applicable.
Each product furnished by Seller shall be deemed accepted by Customer unless notice of defect or nonconformity is received within thirty (30) days of delivery thereof, provided that Products for which Seller agrees in writing to provide installation by its personnel, shall be deemed accepted by Customer upon completion by Seller of its applicable acceptance tests or execution of Seller's acceptance form byCustomer. Notwithstanding the foregoing, use of any such Product by Customer, its agents, employees or licensees, for any purpose after delivery thereof, shall constitute acceptance of the Product by Customer.
Any order for a catalog listed Product accepted by Seller and terminated by Customer prior to delivery, shall be subject to a termination charge of not less than twenty percent (20%) of the order value to cover costs of processing and order handling. After delivery no such order may be terminated except by mutual agreement in writing. No order for non-catalog or non-standard products may be terminated by Customer except by mutual agreement in writing. Terminations by mutual agreement are subject to the following conditions (1) Customer will pay, at applicable contract prices, for all Products which are completely manufactured and allocable to Customer at the time of Seller's receipt of notice of termination. (2) Customer will pay all costs, direct and indirect, which have been incurred by Seller with regard to Products which have not been completely manufactured at the time of Seller's receipt of notice of termination, plus a pro rata portion of normal profit on the contract (3) Customer will pay a termination charge on all other Products affected by the termination. Seller's normal accounting practices shall be used to determine costs and other charges. To reduce termination charges, Seller will divert completed parts, material or work-in-process from terminated contracts to other Customers whenever, in Seller's sole discretion, it is practicable to do so.
Patents and Other Industrial Property Rights
Seller will hold Customer harmless, as set forth herein, in respect to any claim that the design or manufacture of any Product in Seller's commercial line of Products or manufactured to specifications set by Seller and furnished hereunder constitutes an infringement of any patents or other industrial property rights of the United States. Seller will pay all damages and costs either awarded in a suit or paid, in Seller's sole discretion, by way of settlement, which are based on such claim of infringement, provided that Seller is notified promptly in writing of such claim of infringement and is given full authority, information and assistance in settling or defending such claim. Seller shall have no liability whatsoever hereunder with respect to any claims settled by Customer without Seller's prior written consent. Seller will, in its sole discretion and at its own expense, either procure for Customer the right to continue using said Product, replace it with a non-infringing product, or remove it and refund an equitable portion of the selling price and transportation costs thereof. This shall constitute Seller's entire liability for any claim based upon or related to any alleged infringement of any patent or other industrial property rights. Customer shall hold Seller harmless against any expense, loss, costs or damages resulting from claimed infringement of patents, trademarks or other industrial property rights arising out of compliance by Seller with Customer's designs, specifications, or instructions.
Products manufactured by Seller are warranted against defects in materials and workmanship for twelve (12) months from date of shipment thereof to Customer, and Seller's liability under valid warranty claims is limited, at the option of Seller, to repair, replacement, or refund of an equitable portion of the purchase price of the Product. Items expendable in normal use are not covered by this warranty. All warranty replacement or repair of parts shall be limited in equipment malfunctions which, in the sole opinion of Seller, are due or traceable to defects in original materials or workmanship. All obligations of Seller under this warranty shall cease in the event of abuse, accident, alteration, misuse or neglect of the equipment. In-warranty repaired or replacement parts are warranted only for the remaining unexpired portion of the original warranty period applicable to the repaired or replaced parts. After expiration of the applicable warranty period, Customer shall be charged at the then current prices for parts, labor, and transportation.
Reasonable care must be used to avoid hazards. Seller expressly disclaims responsibility for loss or damage caused by use of its Products other than in accordance with proper operating procedures
Warranties given by suppliers of equipment or proprietary components not manufactured by Seller but incorporated by Seller into its Products shall be passed on to Customer provided that in no event shall Seller have any liability for failure of any such supplier to perform on its warranty.
Except as stated herein, Seller makes no warranty, express or implied (either in fact or by operation of law), statutory or otherwise, and, except as stated herein, Seller shall have no liability under any warranty, express or implied (either in fact or by operation of law), statutory or otherwise. Statements made by any person, including representatives of Seller, which are inconsistent or in conflict with the terms of this warranty shall not be binding upon Seller unless reduced in writing and approved by an officer of Seller.
Warranty Replacement and Adjustment
All claims under warranty must be made promptly after occurrence of circumstances giving rise thereto, and must be received within the applicable warranty period by Seller or its authorized representative. Such claims should include the Product serial number, the date of shipment, and a full description of the circumstances giving rise to the claim. Before any Products are returned for repair and/or adjustment, written authorization from Seller or its authorized representative for the return and instructions as to how and where these Products should be returned must be obtained. Any product returned to Seller for examination shall be sent prepaid via the means of transportation indicated as acceptable by Seller. Seller reserves the right to reject any warranty claim not promptly reported and any warranty claim on any item that has been altered or has been returned by non-acceptable means of transportation. When any Product is returned for examination and inspection, or for any other reason, Customer shall be responsible for all damage resulting from improper packing or handling, and for loss in transit, notwithstanding any defect or non-conformity in the Product. In all cases Seller has sole responsibility for determining the cause and nature of failure, and Seller's determination with regard thereto shall be final.
If it is found that Seller's Product has been returned without cause and is still serviceable, Customer will be notified and the Product returned at its expense. In addition, a charge for testing and examination may be made on Products so returned.
Damages and Liability
Seller's liability for damages shall not exceed the amount Seller actually receives for the Product furnished, or to be furnished, or service rendered, or to be rendered, as the case may be, which is the subject of claim or dispute, and in no event shall Seller be liable for incidental, consequential or special damages. Seller shall not be liable for claims, including those from third parties, for personal injuries, including death, or property damage.