Integrity Machining, Inc.
Terms and Conditions
1. CONDITIONS OF SALE: These Terms and Conditions (“Terms and Conditions”) hereby set forth all terms and conditions pertaining to any transaction whereby a person or entity (“Purchaser”) purchases, buys or otherwise obtains any good or item from Integrity Machining, Inc. (“Seller”). Purchaser hereby acknowledges that these Terms and Conditions constitute part of any and all transactions between Purchaser and Seller, and Purchaser further agrees that these Terms and Conditions govern all transactions between Purchaser and Seller, to the extent not otherwise inconsistent with law. Seller is not always the manufacturer of goods purchased from it by a Purchaser. In some instances Seller does not even handle the goods as they are shipped by the manufacturer directly to the Purchaser. In those instances where the goods received by Seller are redelivered to the Purchaser, the goods remain in the original container for delivery to the Purchaser. In some instances the goods are removed from the container and subjected to minor modifications by Seller or installed on another product to satisfy the Purchaser's requirements. Because of this position in the resale of goods of a manufacturer, Seller is unable and unwilling to assume the legal burdens placed upon it by language in a Purchaser's purchase order or other order form. Seller specifically objects to and rejects any additional terms and rejects any terms and conditions in conflict with these terms and conditions, and such additional or conflicting terms shall not become a part of the contract.
2. TERMS: All prices, whether herein named or heretofore quoted or contained in a manufacturer's price list shall, at Seller's option, be adjusted to Seller’s price in effect at the time of shipment. Purchaser shall pay Seller for goods in full, within thirty (30) days of the date of invoice; however, notwithstanding the foregoing, Seller, at its sole option, may require payment in advance of all or any part of the purchase price for any product or service. An interest charge of 1.5% per month (18% per annum) or the maximum interest charge permitted by applicable law, whichever charge is less, will be assessed against all delinquent payments. Accounts not kept current are subject to being placed on C.O.D. status.
3. TAXES: All sales taxes applicable to this order and required to be collected by Seller shall be added to the invoice and paid by the Purchaser unless an appropriate exemption certificate is received from Purchaser in advance of delivering goods to the Purchaser. All other taxes, including but not limited to use and excise taxes, shall be the responsibility of and paid for by the Purchaser.
4. ORDER ENTRY: Orders entered by telephone are accepted at the risk of the Purchaser because shipments made before confirmation is received by Purchaser are solely for the benefit of and service to the Purchaser. Confirming orders shall be marked "Confirmation" and such orders not so marked may be treated as an original order. Seller will not be responsible for expenses and inconveniences incurred thereby.
5. DELIVERY, SHIPMENT, RISK OF LOSS: Unless otherwise explicitly agreed to by Seller in writing, all shipments of goods shall be F.O.B. manufacturer's factory. In the absence of instructions supplied by Purchaser, Seller will select what is, in its option, the most satisfactory routing. Seller shall not be liable for either delays in deliveries or total failure to deliver due to any cause or event beyond Seller's reasonable control, including, but not limited to strikes, labor difficulties, weather, delays or defaults of common carriers, failure or curtailment in Seller's source of supply or failure of a manufacturer to timely deliver goods to Seller or Purchaser. Seller will give reasonable notice to Purchaser if it appears to Seller that delay in delivery will arise for any reason, and upon the giving of such notice, all specified delivery dates may, at the election of Seller, be extended from time to time for an additional period or periods as may be reasonable. Seller will use its reasonable efforts in the ordinary course of its business to effect deliveries as specified, but in no event, shall Seller be liable for any damage, consequential or otherwise, arising from any failure of Seller to meet any delivery date. Title to, and risk of loss for, products passes to Purchaser upon delivery to carrier.
6. ACCEPTANCE BY PURCHASER: The goods shall be deemed accepted by Purchaser as of the date of receipt of the goods by Purchaser unless within fifteen (l5) days after such date Purchaser gives Seller written notice that the goods are not accepted and specifies in detail the reasons therefor. Seller may then, at its sole discretion, proceed to make any corrections, in which case such corrective action by Seller shall be Purchaser's sole remedy for non-acceptance of such goods. Upon completion and acceptance of such corrections, the goods will be deemed accepted by Purchaser. Under no circumstances shall Purchaser be entitled to revoke acceptance of any goods subsequent to acceptance thereof.
7. PARTIAL SHIPMENTS: Seller reserves the right to make and to invoice for partial shipments.
8. RETURN OF GOODS: Purchaser agrees not to return goods for any reason except upon the written consent of Seller obtained in advance of such return, which consent, if given, shall specify the terms and conditions and charges upon which any such return may be made. In the event that any product returned by Purchaser to Seller for warranty service is determined by Seller not to be covered by Seller’s warranty set forth in paragraph 10 hereof, Purchaser shall reimburse Seller for all related shipping and other costs incurred by Seller, and shall pay to Seller an amount equal to Seller’s standard service charge in effect at the time of the erroneous warranty claim. Any returns, other than for warranty claims, are subject to a 40% restocking fee payable immediately upon receipt by Seller.
9. CANCELLATION; MODIFICATION: Purchaser agrees that an order shall in no event be subject to cancellation or reduction or modification except by prior written consent of Seller and then only when Seller is fully reimbursed for its costs (including overhead, restocking, and other indirect costs) for work performed, goods purchased by it or goods ordered by it to satisfy the Purchaser's order.
10. WARRANTY: To the extent that any manufacturer’s warranty applies to any transaction, such manufacturer’s warranty shall be used in lieu of, and replace, any warranty offered by Seller. If not covered by a manufacturer’s warranty, Seller warrants to Purchaser that products manufactured by Seller shall be free of defects in material and workmanship for one year from the date of delivery. Most parts, materials, products and equipment Seller provides are warranted to the Purchaser by the manufacturer of the products. Copies of such warranties are supplied with the product or are available from the manufacturer. Seller shall not be responsible for any defects in Purchaser’s equipment undiscovered by Seller during diagnoses or troubleshooting, any non-conformities or damage caused by other than normal and proper usage, or contributed to by improper maintenance, incorrect installation, misuse or abuse, alterations made without the written consent of Seller, faulty repairs made by any person other than Seller, or any defects arising from materials supplied or designs stipulated by Purchaser.
11. DISCLAIMER: EXCEPT AS PROVIDED IN THE THESE TERMS AND CONDITIONS, SELLER HEREBY DISCLAIMS AND PURCHASER HEREBY WAIVES ANY REPRESENTATION OR WARRANTY, EXPRESS OF IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION WORKMANLIKE SERVICE, THE DESIGN OR CONDITION OF THE WORK, ITS MERCHANTABILITY OR ITS FINTESS FOR ANY PARTICULAR PURPOSE. SELLER SHALL NOT BE LIABLE, IN CONNECTION WITH PRODUCTS OR SERVICES PROVIDED BY SELLER FOR NEGLIGENCE OR OTHER TORT (INCLUDING STRICT, STATUTORY, OR PRODUCT LIABILITY), OR FOR DEFECTS IN PURCHASER’S EQUIPMENT UNDISCOVERED BY SELLER DURING DIAGNOSES OR TROUBLESHOOTING.
EXCEPT AS PROVIDED HEREIN FOR REPAIRED GOODS, SELLER MAKES NO EXPRESS WARRANTIES REGARDING THE GOODS SOLD TO PURCHASER, NOR DOES IT MAKE ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY WARRANTIES OF SELLER IMPLIED FROM COURSE OF DEALING OR USAGE OF TRADE ARE SPECIFICALLY EXCLUDED. Seller does, as its sole express warranty, warrant parts and labor with respect to repaired goods, ordinary wear and tear excepted, for ninety (90) days from the date of delivery, as set forth in Paragraph 10 herein. Notwithstanding the foregoing, rubber products are never covered by any warranty. Regardless of the disclaimer of warranties herein, if Seller is for any reason held liable for any warranty, express or implied, such liability shall be limited solely to the replacement and repair of the goods and no more. THE PURCHASER'S REMEDIES IN THIS REGARD ARE ITS EXCLUSIVE AND SOLE REMEDIES AVAILABLE. THE PURCHASER SPECIFICALLY AGREES THAT SELLER SHALL HAVE NO LIABILITY WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, FOR LOSS OF CAPITAL, LOSS OF PRODUCT, LOSS OF PROFIT, LOSS OF USE, LOSS OF POWER, POWER OUTAGES, COST OF REPLACEMENT POWER, OR ANY INDIRECT, SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES. Purchaser waives the benefit of any rule that disclaimers of warranty shall be construed against Seller, and expressly agrees that all warranty disclaimers herein shall be construed liberally in favor of Seller.
12. LIMITATIONS OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO PURCHASER OR THIRD PARTIES FOR ANY LOSS OF PROFITS OR ANY DELAY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO ANY PRODUCTS OR SEVICES PROVIDED BY SELLER TO PURCHASER.
13. INDEMNITY: Purchaser agrees to indemnify, hold harmless and defend Seller against any and all liabilities, claims, demands, suits, losses, costs, damages and expenses (including reasonable attorney’s fess) which Seller may sustain or incur arising out of any claim based on breach of warranty, negligence, or product liability, including strict liability, and whether due to negligence of Seller or otherwise for injury to or death of persons or damage to property arising out of or in any way connected with the sale or use of the products or incorporation of the products into any structure or vessel, or the sale or use of such structure or vessel.
14. INFORMATION DISCLOSED: No information or knowledge heretofore or hereafter disclosed to Seller in the performance of or in connection with the terms hereof, shall be deemed to be confidential or proprietary, unless otherwise expressly agreed to in writing by Seller and any such information or knowledge shall be free from restrictions.
15. PATENTS AND OTHER PROPRIETARY RIGHTS: In the event any goods to be furnished under an order are to be made in accordance with drawings, samples, or manufacturing specifications designated by or on behalf of Purchaser, Purchaser agrees to indemnify and hold Seller and manufacturer harmless from any and all damages, costs and expenses, including legal fees and court costs, arising from a claim that any of the goods furnished to Purchaser by manufacturer or the use thereof infringes any letters, patents or patent applications, foreign or domestic, trade names, trademarks, service marks, copyrights, both domestic and foreign, trade secrets, or any other proprietary or confidential right or interest; and Purchaser agrees at its own expenses to undertake the defense of any suit against Seller and manufacturer brought upon any such claim. In the event any goods to be furnished to Purchaser are not made in accordance with drawings, samples or manufacturing specifications designated by or on behalf of Purchaser, but rather in accordance with the design of manufacturer, Purchaser agrees to look solely to the manufacturer (and not to Seller) to indemnify and hold harmless Purchaser and its customers against any damages awarded by a court of final jurisdiction by reason of the sale or use of the goods furnished by manufacturer and purchased by Purchaser in any suit or suits for the infringement of any letters patent or patent applications, foreign or domestic, trade names, trademarks, service marks, copyrights, both domestic and foreign, trade secrets, or any other proprietary or confidential right or interest. With regard to the foregoing, Purchaser shall inform Seller and manufacturer as soon as practical of the claim or suit alleging such infringement and shall give the manufacturer an opportunity to take over the defense thereof.
16. WAIVERS: No waiver of any provision of this Terms and Conditions or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance. Any such waiver shall be effective only in the specific instance and for the specific purpose stated in the writing.
17. SEVERABILITY OF PROVISIONS: In case any one or more of the provisions contained in this Terms and Conditions shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of this Terms and Conditions, and this Terms and Conditions shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The parties hereto hereby declare that they would have entered into this Terms and Conditions and each and every other paragraph, sentence, clause or phrase hereof irrespective of the fact that any one or more paragraphs, sentences, clauses or phrases of this Terms and Conditions may be held illegal, invalid or unenforceable.
18. SECURITY INTEREST: Purchaser hereby grants Seller a security interest and lien in any goods purchased hereunder or delivered to Seller by or on behalf of Purchaser and in the products into which such goods are incorporated. Such security interest shall secure all sums due Seller.
19. SUCCESSORS OR ASSIGNS. This Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including, but not limited to, any third party which obtains, leases or otherwise uses any item or good purchased from Seller.
20. ATTORNEY’S FEES. In the event that either party hereto shall institute any action or proceeding relating to the provisions of this Settlement Agreement, the party not prevailing in such action or proceeding shall reimburse the prevailing party for their reasonable attorney’s fees and expert witness fees, and all fees, costs and expenses incurred in connection with such action or proceedings including, without limitation, any post-judgment fees, costs and/or expenses incurred on any appeal or in collection of any judgment.
21. ENTIRE AGREEMENT. This Terms and Conditions contain the entire agreement of the parties with respect to the subject matter of this Terms and Conditions, and supersede all prior negotiations, agreements and understandings with respect thereto. This Terms and Conditions may only be amended by a written document duly executed by both Purchaser and Seller.
22. GOVERNING LAW. This Terms and Conditions shall be construed and governed in accordance with the laws of the State of Washington. "Any dispute, action or proceeding, legal or otherwise, which challenges the validity, applicability, interpretation, or construction of these Terms and Conditions, or any issues related thereto, or any transaction governed or contemplated to be governed by these Terms and Conditions, must be brought in the District Court of King County, State of Washington, if the amount in dispute is less than $50,000, and in the Superior Court of King County, State of Washington, if the amount in disputer is $50,000 or more."
All prices are in USD.