The items described herein are offered for sale at prices to be established by Specialty Motions, Inc. This offer and its acceptance by any customer ("Buyer") shall be governed by all of the following Terms and Conditions. Buyer's order for any item described herein, when communicated to Specialty Motions, Inc. ("Seller") verbally or in writing, shall constitute acceptance of this offer. All items, terms and conditions described herein are subject to change without notice.
1. Offer of Sale: All descriptions, quotations, proposals, offers, acknowledgments, acceptances and sales of Seller's products are subject to and shall be governed exclusively by the terms and conditions stated herein. Buyer's acceptance of any offer to sell is limited to these terms and conditions. Any terms or conditions in addition to, or inconsistent with those stated herein, proposed by the Buyer in any acceptance of any offer by Seller, are hereby objected to. No such additional, different or inconsistent terms and conditions shall become part of the contract between Buyer and Seller unless expressly accepted in writing by Seller. Seller's acceptance of any offer to purchase by Buyer is expressly conditional upon Buyer's assent to all the terms and conditions stated herein, including any terms in addition to, or inconsistent with those contained in Buyer's offer. Acceptance of Seller's products shall in all events constitute such assent.
2. Payment: Payment shall be made by Buyer C.O.D., credit card (Visa or Master Card), or net 30 days (pending credit approval) from date of shipment of the items purchased hereunder in U.S. currency. If Buyer is on terms, large orders may require prepayments at Seller's discretion. Seller reserves the right to require deposit payments on non-standard products or products built to Buyer's designs or specifications. Amounts not timely paid shall bear interest at the rate of 1-1/2% for each month or a portion thereof that Buyer is late in making payment. In the event of default, buyer is responsible for and agrees to pay Seller for all costs of collection such payment to include but not limited to attorney fees and all other legal costs incurred by Seller. Any claims by Buyer for omissions or shortages in a shipment shall be waived unless Seller receives written notice thereof within 30 days after Seller's ship date. In the event Buyer requires shipment to a location outside the U.S.A., Buyer shall be solely responsible for all customs and import tariffs, duties and similar charges, and for compliance with all import procedures, documentation and legal requirements of any other country, unless specified by the Seller. Buyer hereby grants Seller a continuing security interest in all products sold to Buyer by Seller to secure payment of any outstanding purchase price or charges and any other amounts payable by Buyer to Seller.
3. Delivery & Acceptance: Unless otherwise provided on the face hereof, delivery shall be made FOB Seller's facility. Regardless of the method of delivery, however, risk of loss shall pass to Buyer upon Seller's delivery to a carrier. Any delivery dates shown are approximate only and Seller shall have no liability for any delays in delivery. Seller will not insure outgoing shipments unless the Buyer in writing specifically requests insurance. Method of shipment is via United Parcel Service or carrier of our choice unless Buyer specifically requests an alternate. Overnight and Express deliveries are available upon request. Product shall be deemed accepted by Buyer if Buyer does not give Seller written notice of rejection and the reasons therefore within five (5) days after receipt of products by Buyer.
4. Lead Times: Pending availability, standard stocked items will be shipped within 2 to 5 days from receipt of purchase order.
5. Limited Warranty: See our warranty page
6. Returns: All products being returned to Seller must have a Return Authorization Number (RMA). Seller assumes no responsibility for packages returned without proper authorization. A RMA number can be obtained from our customer service department. The RMA number should be clearly marked on the outside of all packages being returned. Products being returned to Seller for any reason should be properly packaged. Seller will not accept responsibility for damages due to poor packaging. Shipping charges are the responsibility of the customer unless authorization is obtained from the customer service department.
7. Limitation of Remedy: Seller's liability arising from or in any way connected with the items sold or this contract shall be limited exclusively to repair or replacement of the items sold or refund of the purchase price paid by Buyer, at Seller's sole option. In no event shall Seller be liable for any incidental, consequential or special damage of any kind or nature whatsoever, including but not limited to lost profits arising from or in any way connected with this agreement or items sold hereunder, whether alleged to arise from breach of contract, express or implied warranty, or in tort, including without limitation, negligence, failure to warn or strict liability. Any controversy or claim arising out of or relating to the products sold by Seller or any agreement relative thereto or the performance or breach thereof shall be settled by arbitration in the domicile of the Seller in accordance with the rules and procedure then obtaining of the American Arbitration Association. Any such arbitration proceeding must be initiated within one (1) year after the accrual of the cause of action or the shipment of the products by Seller, whichever is first to occur.
8. Changes, Reschedules and Cancellations: Buyer may request to modify the designs or specifications for the items sold hereunder as well as the quantities and delivery dates thereof, or may request to cancel all or part of this order, however, no such requested modification or cancellation shall become part of the contract between Buyer and Seller unless accepted by Seller in a written amendment to this Agreement. Acceptance of any such requested modification or cancellation shall be at Seller's discretion, and shall be upon such terms and conditions as Seller may require. In-process orders, which are terminated by the Buyer prior to delivery are subject to cancellation charges full or in part at Seller's discretion based upon work performed.
9. Special Tooling: A tooling charge may be imposed for any special tooling, including without limitation, dies, molds, fixtures and patterns acquired to manufacture items sold pursuant to this contract. Such special tooling shall be and remain Seller's property notwithstanding payment of any charges therefore by Buyer. In no event will Buyer acquire any interest in apparatus belonging to Seller which is utilized in the manufacture of the items sold hereunder, even if such apparatus has been specially converted or adapted for such manufacture and notwithstanding any charges paid by Buyer therefore. Unless otherwise agreed, Seller shall have the right to alter, discard or otherwise dispose of any special tooling or other property in its sole discretion at any time.
Continued... Buyer's Property, Ownership of Designs and Inventions, Taxes, Indemnity for Infringement of Intellectual Property Rights, Force Majeure,
Entire Agreement/Governing Law.
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