STANDARD TERMS AND CONDITIONS OF SALE
1. GENERAL. For the mutual protection of our customers, hereinafter called the Customer, and Columbia/Okura LLC, hereinafter called Columbia/Okura, the following terms and conditions are made a part of all daily sales with Columbia/Okura LLC. The Customer’s acceptance of all or any part of the product(s) ordered by Customer shall constitute Customer’s acknowledgement and agreement to the standard terms and conditions contained herein.
2. PRICES. Columbia/Okura’s price quotations are subject to Customer’s prompt acceptance. Columbia/Okura reserves the right to adjust its prices until a written purchase order is received from Customer. All quotations, orders and agreements made between Customer and Columbia/Okura’s agent(s) shall be subject to the acceptance and approval of Columbia/Okura’s home office. Irrespective of any prices or terms quoted by Columbia/Okura’s agent(s), or listed on Customer’s purchase order or other writings, the prices and terms indicated on Columbia/Okura’s written Order Confirmation form shall control.
3. TAXES. Customer shall pay all applicable state and local taxes, including but not limited to sales, use, value added, and excise taxes, unless Customer provides a valid sales tax exemption certificate.
4. DELIVERY. Columbia/Okura will make every effort to maintain delivery dates, however Columbia/Okura shall not be liable for deliveries later than promised, regardless of cause, or for any damages suffered by Customer by reason of such late deliveries.
5. FORCE MAJEURE. Columbia/Okura shall not be responsible or deemed to be in default as a result of Columbia/Okura’s non-performance, if such non-performance is due to causes beyond Columbia/Okura’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 Columbia/Okura’s control, whether or not these causes are foreseeable to Columbia/Okura.
6. TRANSPORTATION. Prices quoted for product(s) are EXW shipping point, unless otherwise stated on the Order Confirmation. Title to and risk of loss of product(s) shall pass to the Customer upon delivery to the carrier for shipment to Customer. Columbia/Okura shall not be liable for any claim for delay in delivery. Any such claim must be made against the transporter of the product(s).
7. INSPECTION. Customer agrees to inspect product(s) delivered within thirty (30) days of receipt. Customer’s rejection of any product(s) shall not be effective unless made and written notice thereof given to Columbia/Okura within thirty (30) days of delivery, or before product(s) are altered in any way, whichever is shorter. It shall be deemed conclusively that Customer has accepted product(s) thereafter. Customer’s 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 60 days after acceptance, whichever comes first.
8. WARRANTY. COLUMBIA/OKURA WARRANTS ONLY THAT THE PRODUCT(S) ARE FREE FROM DEFECTS OF MATERIAL OR WORKMANSHIP. THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR INFRINGEMENT OF PATENTS OR TRADEMARKS.
9. LIMITATION OF REMEDIES. Customer’s sole and exclusive remedy for any nonconformity in any product(s) shall be, at Columbia/Okura’s option: (a) repair or replacement of any nonconforming product(s); or (b) return of the price paid for any such product(s). The foregoing remedies shall constitute the sole recourse of Customer against Columbia/Okura 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/OKURA 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.
10. CREDIT. Customer agrees that it must pay all invoices when due. In the event that Customer fails to make payments in accordance with the terms and conditions of Columbia/Okura’s invoice, Columbia/Okura may defer further shipments until such payments are made, or may, at its option, elect to cancel all of the Customer’s unfilled orders. Shipment of Customer’s order(s) shall be subject to approval of Columbia/Okura’s credit department.
11. SAFETY. If Customer or its agent, representative or employee alters, removes, damages, incapacitates, or fails to maintain any safety features provided with the product(s), including but not limited to guards, barriers, light curtains, photocells, proximity switches, warnings, instructions, manuals, lockouts, key locks, delays, interlocks, programs and emergency stops, Customer shall indemnify and hold Columbia/Okura harmless from any and all claims including but not limited to damages, costs, expenses, and attorney fees, made by third parties for personal injuries or death which are caused by or contributed to in any way by Customer’s alteration, removal or failure to maintain the safety features provided with the product(s).
12. GOVERNING LAWS. The sale of product(s) and these terms and conditions shall be construed and governed by the laws of the State of Washington, USA. Customer agrees that venue for any legal action arising out of or concerning in any way the product(s) or sale set forth herein shall lie exclusively and solely within Clark County, Washington. CUSTOMER CONSENTS TO THE JURISDICTION OF THE SUPERIOR COURT OF WASHINGTON FOR CLARK COUNTY USA FOR ANY LITIGATION RELATED TO THE SUBJECT PRODUCT(S) OR SALE THEREOF. CUSTOMER AGREES THAT ANY LAWSUIT BASED UPON A CLAIM OF NONCONFORMITY OF THE PRODUCT(S) OR CLAIM OF INFRINGEMENT OF PATENTS OR TRADEMARKS SHALL BE COMMENCED WITHIN ONE YEAR FROM THE DATE OF DELIVERY OF SUCH PRODUCT(S).
13. ENTIRETY. The terms and conditions herein sets forth the entire conditions of the sale. There are no other conditions of the sale than as set forth herein. There shall be no deletion or modification of any of the terms and conditions of the sale without the express written consent of Columbia/Okura. No agent, employee or representative of Columbia/Okura has authority to bind Columbia/Okura to any affirmative representation, warranty, modification or waiver of terms and conditions of the sale, unless the same is in writing signed by an Officer of Columbia/Okura.