Additional Terms & Conditions
1. Customer’s acceptance of all or a portion of product(s) ordered by Customer shall constitute Customer’s acknowledgment and agreement to the additional terms and conditions set forth below.
2. Columbia’s price quotations are subject to Customer’s prompt acceptance. Columbia reserves the right to adjust its prices until a written order confirmation is received from Customer. All quotations, orders and agreements made between Customer and Columbia’s agent(s) shall be subject to the acceptance and approval of Columbia’s home office.
3. Once Columbia begins manufacturing product(s) for Customer, no order maybe changed or canceled without written agreement of Columbia. In the event that Customer cancels any portion of Customer’s order of the product(s) set forth herein, Customer shall pay an amount to Columbia for costs and expenses incurred, including, but not limited to, the reasonable value of the labor and the actual costs of materials for the respective product(s) involved in the order cancellation.
4. If the delivery date of Customer’s order is subsequently delayed at Customer’s request, Columbia may add to original purchase price of product(s) ordered, any increased labor or materials costs which Columbia incurs as a result of Customer’s delay. Once Columbia notifies Customer product(s) are ready to ship and Customer delays shipment for more than thirty (30) days from date of such notification, Customer shall pay a fee of one-percent (1%) per month on the unpaid balance due on Customer’s order.
5. On all shipments made F.O.B. shipping point, title to and risk of loss of product(s) pass to Customer upon delivery to carrier for shipment to Customer. Any delivery schedule indicated is based upon Columbia’s best estimate. Columbia shall not be liable for any delay in delivery beyond schedule date. On all shipments made F.O.B. our plant, Customer’s claims must be made against transporter of product(s).
6. Customer agrees to inspect product(s) delivered within thirty (30) days of receipt. Customers rejection of any product(s) shall not be effective unless made and written notice thereof given to Columbia within thirty (30) days of delivery, or before product(s) are altered in anyway, whichever is shower. It shall be deemed conclusively that Customer has accepted product(s) thereafter. Customers revocation of acceptance shall not be effective unless it is made and written notice thereof is given within thirty (30) days after Customer has discovered a material nonconformity in product(s), or within sixty (60) days after acceptance, whichever comes first.
7. Columbia shall not be responsible or deemed to be in default as a result of Columbia’s non-performance, if such non-performance is due to causes beyond Columbia’s control and not occasioned by its own fault or negligence. Such causes include, but are not limited to, fire, labor disputes, failure of vendors to deliver material as scheduled, delays in transportation or other causes beyond seller’s control, whether or not these causes are foreseeable to Columbia.
8. Customer agrees that it must pay all invoices when due, and that prompt payment is of the essence in Customer’s contract with Columbia. In the event Customer fails to make payments in accordance with the terms and conditions of invoice, Columbia may defer further shipments until such payments are made, or may, at its option, elect to cancel all of Customer’s uncompleted contracts. Shipment of Customer’s order(s) shall be subject to approval of Columbia’s credit department. h the event Columbia has doubts regarding Customer’s financial responsibility, Columbia may decline to make any shipments to Customer until Customer provides satisfactory security or cash payment before shipment. In the event Columbia elects to suspend delivery of ordered product(s) or terminate its contract with Customer, Columbia’s election shall not be a waiver of its right to maintain a claim for damages against Customer.
9. Customer grants Columbia a security interest in product(s) delivered and proceeds thereof, to secure payment of the price of product(s) and any interest. If requested, Customer authorizes Columbia to file all necessary Financing Statements and other documents deemed necessary by Columbia to perfect its security interest.
10. Customer shall pay all sales and/or excise taxes required by any government agency. Customer agrees to pay any increase in price due to any increase in sales and/or excise taxes between time of Columbia’s price quotation and date of delivery, unless sales tax exemption certificate is provided.
11. Columbia’s warranty is set forth on “Warranty Policy”, which is attached and incorporated herein as set forth in full. Columbia shall have no liability for unauthorized repair work or expenses, and such unauthorized work will void Columbia’s warranty. EXCEPT FOR THEFORE GOING, THERE ARE NOT EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST THIRD-PARTY CIAIMS OF INFRINGEMENT OF PATENTS OR TRADEMARKS.
12. Customer agrees to indemnify and hold Columbia harmless from any claim which arises out of Customer’s use or resale of the goods delivered to Customer under this contact, in such a manner that results in a claim of patent or trademark infringement by a third party for that specific use; including, but not limited to, the production of trademarked or patented products.
13. Customer’s sole and exclusive remedy by any nonconformity in product(s) shall be, at Columbia’s option: (a) repair or replacement of any nonconforming product(s); or(b) return of price paid to any such products(s). The foregoing remedies shall constitute the sole recourse of Customer against Columbia for defect in any product(s), breach of warranty, negligence, or any other claim based upon any assertion that product(s) do not conform in any way. COLUMBIA SHALL NOT BE LIABLE FOR CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF ECONOMIC ADVANTAGE, LOSS OF LABOR, LOSS OF PROFITS OR LOSS OF GOODWILL.
14. Equipment purchased from Columbia has been provided to Customer with various safety features. Any actions taken by Customer or their agent to alter, remove, or fail to maintain such safety precautions will void Customer’s warranty with Columbia.
15. If Customer or its agent, representative or employee alters, removes, damages, incapacitates, or fails to maintain any of the safety features provided with the goods, Customer shall indemnify and hold Columbia harmless from any and all claims made by third parties for personal injuries based upon Customer’s alteration, removal or failure to maintain the safety features provided with the goods.
16. This document, and the documents it is attached to, sets forth the entire conditions of this sale. There are no other conditions of sale than as set forth herein. There shall be no deletion or modification of any of the terms and conditions of this sale without the express written consent of Columbia. No agent, employee or representative of Columbia has authority to bind Columbia to any affirmative representation, warranty, modification or waiver of terms and conditions of this sale, unless the same is in writing signed by an authorized representative of Columbia.
17. This agreement shall be construed and governed by the laws of the State of Washington, USA. Customer agrees that venue for any arbitration or litigation arising out of or concerning in any way the product(s) or sale set forth herein shall lie exclusively within Clark County, Washington. CUSTOMER AGREES THAT ANY LAWSUIT BASED UPON A CLAIM OF ANY NONCONFORMITY OF THE GOODS OR CLAIM OF INFRINGEMENT OF PATENTS OR TRADEMARKS SHALL BE COMMENCED WITHIN ONE YEAR FROM THE DATE OF DELIVERY OF SUCH PRODUCT(S).