SOLARIS ATTACHMENTS TERMS AND CONDITIONS OF SALE
Solaris products are provided pursuant to the following terms and conditions of sale. Your placement of an order with Solaris constitutes your agreement to these terms and conditions.
PRICE AND PAYMENT TERMS
The prices stated are those in effect on the date hereof and are subject to change based on prices in effect on the date of shipment. Interest at the rate of 18% per annum shall be charged on overdue payments. Prices are for Solaris Attachments’ (“Seller’s”) standard packaging only, and F.O.B. Seller’s plant or warehouse. All orders are subject to credit approval. Terms of payment are 100% pre-paid unless otherwise agreed to in writing between Buyer and Seller. Up to 5% over or under the specified quantity for made-to-order products may be shipped at Seller’s option. In the event of non-payment by Buyer, Buyer shall pay all of Seller’s costs of collection, including reasonable attorneys’ fees.
PERFORMANCE, SHIPPING AND FREIGHT POLICY
(a) Any time for delivery stated is approximate. Delivery shall be deemed complete by tender of the products to a common carrier. Partial shipments are permitted. The cost of shipping/freight is calculated on a case-by-case basis for all goods shipped via LTL freight to a commercial business location in the lower 48 U.S. States, without the need for a lift-gate delivery truck. A “commercial business location” is one listed in a commercially-zoned location. Home-based businesses fall are subject to residential freight classification and are assessed an additional $130, flat-rate freight fee. If you do not have the means to unload the freight with a forklift, skid steer with forks or equivalent, an additional $100 freight fee will be assessed for a lift-gate truck. Loads to Alaska, Hawaii and Canada will require a custom freight quote. Once the equipment is picked up by the carrier, Solaris will provide the customer with a copy of the Bill of Lading and tracking info via email only. Delivery times via LTL freight are estimates only and may vary. Solaris is not responsible for any delays in LTL freight for any reason. No freight will be delivered until all goods are paid in full. If a customer needs to have an item delivered faster than LTL freight and an expedited and guaranteed ship-date is required, Solaris will coordinate such a shipment and present the customer with a custom freight bill which must be paid in full prior to delivery.
(b) Orders are not subject to cancellation or revision, in whole or in part, without written approval of Seller.
(c) If Buyer causes changes to be made in the design or construction of the products, or otherwise delays or interrupts the progress of the work hereunder, Buyer will reimburse Seller for any resulting expenses.
(d) Seller shall not be liable for any delay caused by acts of God, riot or civil commotion, government orders, rules, regulations, suspensions or requisitions of any kind, strikes or other stoppages of labor or shortage in the supply of labor or material, fire casualties or accidents, or any cause, whether of the same or a different character, beyond Seller’s control. Any such delay shall extend the time for delivery of the products. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries.
(e) If delays due to Buyer’s fault exceed 60 days in the aggregate, the entire purchase price shall be due and payable to Seller on demand. RISK OF LOSS After Seller’s delivery to the carrier, Buyer assumes the risk of all loss or damage to the products resulting from any cause whatever.
Products manufactured by Seller:
(a) conform to the design and specifications, if any, expressly agreed to in writing by Seller; and
(b) are free of defects in workmanship and materials at the time of shipment. These warranties are exclusive of all other warranties, express or implied, and extend only to Buyer and to no other person.
ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.
Additional warranty limitations and return policy are set forth in the “Solaris Warranty Statement,” which is incorporated by this reference. NON-RELIANCE Buyer is not relying upon any advice, representations, or warranties (except the warranties expressly set forth above) of Seller, or upon Seller’s skill or judgment regarding the Seller’s products. Buyer is solely responsible for the design and specifications of the products, including without limitation, the determination of suitability for Buyer’s application of the products.
(a) Any claim relating to quantity or type of products shall be made to Seller in writing within 7 days after receipt; any such claim made thereafter shall be barred.
(b) Any claim under the above-stated Limited Warranty shall be made to Seller in writing within twelve (12) months after receipt of the products; any such claim made thereafter shall be barred.
(c) Seller’s liability for breach of warranty or otherwise is limited to repair or replacement, at Seller’s option, of non-conforming or defective products. Buyer waives all other remedies, including, but not limited to, all rights to consequential, special, or incidental damages, including damages resulting from personal injury, death or damage to or loss of use of property.
(d) Repair, alteration, neglect, or misuse of the products shall void all applicable warranties.
Buyer will indemnify, defend and hold Seller harmless from all loss, liability, damage and expense, including attorneys’ fees, arising out of any claim
(a) for infringement of any patent, trademark, copyright, misappropriation of trade secrets, unfair competition or similar charge by any products supplied by Seller in accordance with the design or specifications furnished by Buyer, or
(b) arising out of or connected with the Buyer’s use of the products or any items into which the products are incorporated, including, but not limited to, any claim for product liability (whether or not based on negligence or strict liability of Seller), breach of warranty, breach of contract or otherwise.
DUTIES AND TAXES
In addition to the specified purchase price, Buyer will pay any and all federal, state or local taxes, duties, excises, license fees and other charges leveled, assessed or imposed upon Seller due to the manufacture, sale, purchase or delivery of the products. Buyer shall also pay the cost by which such manufacture is increased by reason of any law, ordinance or regulation adopted or promulgated by any government or governmental subdivision, department or agency, or other source, after the date hereof, but prior to the completion and delivery hereunder.
SPECIFICATIONS, DRAWINGS, PATTERNS AND TOOLS
Seller’s specifications, drawings, patterns, and tooling shall be the sole and exclusive property of Seller unless otherwise agreed in writing.
No goods will be accepted for return more than 30 days after purchase. All returns must be approved in advance by Seller. Freight must be prepaid on all such returns, and each return is subject to inspection and acceptance by Seller to assure the goods are in a “resalable” condition. A minimum 25% handling and restocking charge will be applied to all authorized returns. Special or made-to-order goods are NOT returnable. All attachments and/or spare parts returned are at Seller’s discretion.
These terms and conditions constitute the entire agreement between Buyer and Seller and supersede any inconsistent terms and conditions, whether contained in Buyer’s purchase order or otherwise, and whether made heretofore or hereafter. No statement or writing subsequent to the date hereof which purports to modify or add to the terms and conditions hereof shall be binding unless consented to in writing, which makes specific reference hereto, and which has been signed by the party against which enforcement thereof is sought. Seller reserves the right to change these terms and conditions without prior notice.
GOVERNING LAW, DISPUTE RESOLUTION
This Agreement shall be governed by the laws of the state of Washington, without regard to its laws relating to conflict or choice of laws. Any controversy, claim or dispute (“Dispute”) arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. Before commencing any such arbitration, the parties agree to enter into negotiations to resolve the Dispute. If the parties are unable to resolve the Dispute by good-faith negotiation, either party may refer the matter to arbitration. The arbitration shall take place in King County, Washington. The decision of the arbitrator shall be final and binding on the parties and any award of the arbitrator may be entered or enforced in any court of competent jurisdiction.