Order and Invoicing Terms and Conditions
These Terms & Conditions are originally written in English. If there is a discrepancy between an English language word and any other translated language, then to the extent of the conflict only, the meaning of the English word will prevail.
1. Application and Entire Agreement
1.1. These Terms and Conditions will apply to the purchase of goods (Goods) detailed in the Seller’s quotation, proposal, or invoice by the buyer (Customer) from CAF, INC a corporation registered in Maple Valley, Washington (Seller / Supplier).
1.2. These Terms and Conditions will be deemed to have been accepted by the Buyer when the Buyer accepts them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between the buyer and seller.
1.3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sales of any Goods and/or Services between the Buyer and Seller, to the exclusion of any other terms that the buyer tries to impose or incorporate, or which are implied by trade, custom, practice and course of dealing.
2. Prices and Payment
2.1. Unless otherwise specified all invoices are due immediately. Prices invoiced will be those in effect at time of shipment. Seller reserves the right to place a service charge of 18% per annum on past due accounts or at the highest rate permitted by law.
2.2. The Buyer may not be entitled to invoice discounts where Seller’s Terms and Conditions are not satisfied. Any and all discounts will be at the Seller’s discretion.
3.1. Seller warrants hardware products for a period of one (1) year from date of shipment and manufactured chemicals to the extent that Seller will at its option repair or replace, any such products if by reason of faulty material or workmanship, they prove defective under normal use and service and when properly installed. Except to the extent of the descriptions contained herein, or as specified on seller's order acknowledgment, the foregoing is in lieu of all other warranties, express or implied, including those of merchantability or fitness for any purpose not expressly set forth herein. This warranty shall not apply to any Goods which have been subjected to damage, misuse, neglect or accident, or has been altered or tampered with.
4. Limitation of Liability
4.1. The Seller’s liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section. Subject to clauses below on Risk and Title, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. If Seller does not deliver the Goods, Seller’s liability is limited, subject to the clause below, to the costs and expenses incurred by the Buyer or customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller’s total liability will not, in any circumstances, exceed the total amount of the Price payable by the Buyer or customer.
4.2. Seller will not be liable (whether caused by the Seller’s employees, agents or otherwise) in connection with the Goods, for:
4.2.1. Any indirect, special or consequential loss, damage, costs, or expenses; and/or
4.2.2. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; and/or
4.2.3. Any failure to perform any of the Seller’s obligations if such delay or failure is due any cause beyond the Seller’s reasonable control; and/or
4.2.4. Any losses caused directly or indirectly by any failure or breach by the buyer in relation to the buyer’s obligations; and/or
4.2.5. Any loss relating to the choice of the Goods and how they will meet the Buyer’s purpose, or the use of the Goods supplied.
4.3. The exclusions of liability contained within this clause will not exclude or limit the Seller’s liability for death or personal injury caused by the Seller’s negligence; or for any matter for which it would be illegal for the Seller to exclude or limit the Seller’s liability; and for fraud or fraudulent misrepresentation.
5.1. Seller expressly disclaims any obligation or liability for labor performed or for any other expense, injury, loss or damage to persons (including death) or to property or things of whatsoever kind or nature, whether direct, incidental or consequential, including but not limited to those arising from loss of profits, production, increased cost of operation, or spoilage of material arising in connection with the sale or use of, or inability to use, seller's equipment or products for any purpose, except as herein provided.
6.1. Seller shall not be liable to Buyer for any loss or damage suffered by Buyer directly or indirectly, as a result of Seller's failure to deliver or delay in delivering the goods or failure to perform, or delay in performing, any other term or condition hereof, where such failure or delay is caused by fire, flood, natural disaster, labor trouble (including without limitation strike, slowdown and lockout), war, riot, civil disorder, embargo, government regulations or restrictions of any and all kinds, interruption of or delay in transportation, power failure, inability to obtain materials and supplies, accident, explosion, act of God or other causes of like or different character beyond Seller's control and the time for delivery specified herein shall be extended during the continuance of such conditions and for a reasonable time thereafter.
7. Risk and Title
7.1. The risk in the Goods will pass to the Buyer or customer on completion of delivery.
7.2. Title to the Goods will not pass to the Buyer or customer until Seller has received payment in full (in cash or cleared funds) for: a) the Goods and/or b) any other goods or services that the Seller has supplied to the Buyer or customer in respect of which payment has become due.
8. Taxes, Duties, Tariffs, and Other Forms of Compulsory Financial Charges
8.1. Buyer shall pay the amount of any federal, state, county or municipalities, use compensating, intangibles, gross income or like tax applicable to this transaction which is now in effect or may hereafter become effective, but not including taxes payable upon Seller's net income.
9. Returns and Cancellations
9.1. No material will be accepted for credit when returned without written permission from Seller's home office. All material accepted for credit is subject to Seller's normal restocking charge. No material will be accepted for credit after one year from date of shipment.
9.2. Any/all cancellations should be done prior to shipping or are otherwise deemed a “return” and related to Section 9.1.
10. Patented Process
10.1. The purchase of the product does not entitle Buyer to employ the same with any patented process owned by Sellers or others except where Buyer is expressly authorized to use such process.
11.1. It is understood that Seller has relied upon data furnished by and on behalf of Buyer with respect to the safety aspects of the products supplied hereunder and/or representations by or on behalf of Buyer that such products will not be applied or used by Buyer or its customers in such a way as to detract materially from their safety in use, including, without limitation, in the manufacture of a product of which Seller's products will be a component and that it is Buyer's responsibility to assure that such products, when installed and put in use, will be in compliance with safety requirements fixed by applicable law and will be otherwise legally adequate to safeguard against injuries to persons or property. Buyer hereby agrees to indemnify, hold harmless and defend Seller, and its directors, officers, employees and agents against any and all losses, cost, damages, claims, liabilities or expenses, including, but not limited to, reasonable attorneys' fees, arising out of or resulting from any injury to any person or damage to any property caused by the inadequacy for the Buyer’s intended use of the safety features, devices or characteristics of the products specified herein, or in the installation, use or operation of such products, except claims solely for repair or replacement of defective parts covered by the warranty set forth in paragraph 2 hereof.
12. Written Acceptance
12.1. Any purchase order received by Seller shall be construed to be a written acceptance of an offer to sell. Unless accepted in writing by an authorized employee of CAF, INC., any terms and conditions contained in any purchase order, acceptance, acknowledgment, or other document Buyer submits to CAF which are inconsistent with, different from, or additional to the terms and conditions of this agreement will be null and void.
13.1. No modification hereof shall be binding upon Seller unless such modification is in writing signed by a duly authorized representative of Seller.
13.2. If any part hereof is contrary to, prohibited by, or deemed invalid under applicable laws or regulations, such provision shall be deemed inapplicable and omitted to the extent contrary, prohibited or invalid, but the remainder shall not be less invalid and shall be given effect so far as possible, and
13.3. The entire understanding between the parties hereto is set forth herein and any promises, representations, warranties or guarantees not herein contained shall have no force and effect unless in writing signed by Seller and Buyer.
13.4. Seller can make changes to these Terms (“Order and Invoicing Terms and Conditions”) at any time as necessary.
14.1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorized officer of that party).
14.2. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
15. Heirs and Assigns
15.1. This Contract shall apply to and be binding upon the Buyer and Seller and their respective heirs, executors, administrators, successors and assigns.
16. Governing Law
16.1. This Contract shall be governed by and interpreted in accordance with the laws of the State of Washington, County of King and all disputes arising under the Contract (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the State of Washington and King County courts.