The parties to this document are FLY-FITTERS, (hereinafter referred to as "Seller"), and the party designated on the face hereof as Buyer, (hereinafter referred to as "Buyer").
All acceptances of Buyer's order and all sales by Fly-Fitters are expressly conditioned on the Terms and Conditions in this Sales Acknowledgment and Quotation Form and on any attachment hereof, including those limited warranties, that are in addition to or different from the terms and conditions of Buyer's order forms or specifications, or from any and all conflicting oral representations by any agent, representative, distributor, or employee of Fly-Fitters. NO MODIFICATION OF THESE TERMS AND CONDITIONS SHALL BE BINDING ON FLY-FITTERS, UNLESS BUYER RECEIVES A WRITTEN ACKNOWLEDGMENT FROM SELLER WITHIN TEN DAYS OF THE MODIFICATION REQUEST AND SUCH ACKNOWLEDGMENT IS SIGNED BY AN AUTHORIZED EMPLOYEE OF FLY-FITTERS.
RETAIL PRICING: Fly-Fitters must maintain consistent pricing to protect our dealers. The seller understands the need to place out items on sale from time to time. The seller requires the buyer to contact them in the event that any item is to be priced below our Suggested Retail Price. Retailer found selling products below our SRP without the seller’s authorization will first be notified and will have 5 days to increase the price to meet the seller’s guidelines. Failure to comply after the 5 days will be considered a violation of the sellers Terms and Conditions and Sales Agreement.
PRESEASON PROGRAM
Orders placed between September 1, 2008 - December 31, 2008 with scheduled delivery dates between September 15, 2008 - December 31, 2009.
Level 1 Greater then $2500 16% Net 45 Days
Level 2 $1500-$2500 13% Net 45 Days
Level 3 $500-$1500 10% Net 45 Days
Preseason discounts will be given to any subsequent and fill in orders for September 1, 2008 - August 31, 2009. Cancellations which change preseason order to a lower level will result in a price and billing adjustment.
STANDARD VOLUME DISCOUNTS
Volume discounts are based on the total amount ordered Per Order. Orders placed after December 31, 2008 with no preseason order level achieved will follow the schedule listed below.
$2500 or Greater 10% Discount
$1500 - $2500 7% Discount
$500-$1000 5% Discount
STANDARD PAYMENT TERM DISCOUNTS
Invoices will be sent with an information page including discounts received and your payment options. Please notify us within (5) days of any errors to discount levels.
Option 1 10% Net 5 Days
Option 2 7% Net 15 Days
Option 3 5% Net 30 Days
Option 4 0% Net 45 Days
INVOICE AND LATE CHARGES
All payments made shall be in United States currency.
15 - 30 Days Past Due Date All Discounts including preseason and volume will be removed.
30 - 60 Days Past Due 5% Late Invoice Fee will be assessed
Over 60 Days Late Account will be sent to collections. Buyer’s responsible for collection agency fees, attorney fees and interest.
TAXES: Unless expressly stated, all prices quoted do not include any applicable Federal, state or local taxes. If Seller shall be required to pay such charges, either on its own behalf or on behalf of the Buyer, with respect to material covered by this order, such charges shall be added to the prices shown on the Sales Acknowledgment and shall be payable by the Buyer.
DELIVERY: Unless otherwise stated on the face of the Sales Acknowledgment and Purchase Order Form, all shipment of goods are in accordance with Seller's standard packaging and shipping policies and shall be F.O.B. Seller's facility. Advance written requests for shipment by Buyer's preferred carrier of routing will be honored.
All scheduled completion dates are estimated. Seller will use its best effort to ship by the date specified; however, Seller shall not be liable for any delay or failure in the estimated shipment or delivery of the product or for any damages suffered by reason thereof.
Seller shall notify Buyer of any delay in shipping and shall inform the Buyer of the revised delivery date as soon as practicable. In the event of such delay, there shall be no termination of the contract and the term of delivery or of performance shall be extended for a period equal to the time of the delay.
TITLE AND RISK OF LOSS: Risk of loss of, or damage to, the finished product or any portion thereof, shall pass to the Buyer upon delivery to carrier F.O.B. point of shipment, or in the event of delay, by Buyer upon date of notice to the Buyer that the material is ready for shipment.
WARRANTY: Seller warrants that the product delivered by it shall be free from defects in workmanship and material for a period of three months from the date of shipment. Should any failure to conform to this warranty arise within said period, Seller shall, upon prompt notification thereof and provided that the product has been stored and handled in accordance with good industry practice and with any specific Seller recommendations, correct such nonconformity by furnishing a replacement product, F.O.B. shipment point, or, at its option, by reworking the defective product.
Buyer agrees that Seller makes no warranty in fact or in law, that the merchandise which is the subject of this sale is suitable for any particular use or purpose and that the suitability of the merchandise for any use is the sole responsibility of the Buyer. SPECIFICALLY, SELLER DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE GOODS SUPPLIED OR SELLER'S PERFORMANCE HEREUNDER CONFORM TO ANY MILITARY OR OTHER GOVERNMENT SPECIFICATIONS, FEDERAL ACQUISITION REGULATIONS OR OTHER GOVERNMENT PROCUREMENT STANDARDS.
Seller shall not accept back-charges for work performed by others upon, or in connection with Seller's product unless prior authorization is given by Seller. In no case may authorized back-charges exceed the purchase price of the specific product on which back-charges were requested. Correction of non-conformities, whether patent or latent, in the manner and within the time provided above shall constitute the entire liability of Seller with respect to such product whether in contract, warranty, tort, strict liability, or otherwise.
EXCEPT FOR THE WARRANTY OF TITLE, THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, OR IMPLIED, IN FACT, OR IN LAW (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE)
SHORTAGES: Shortages must be reported in writing to the Seller within five (5) days of receipt of material; otherwise, shipment is presumed to be complete and in accordance with the bill of lading and packing list.
LIMITATION OF LIABILITY: In no event, shall Seller, its subcontractors or its vendors be liable in contract, tort, strict liability, warranty or otherwise, for any special, indirect, incidental or consequential damages, such as but not limited to, loss of anticipated profits or revenue, loss of use of system, non-operation or increased cost of operation or other equipment or cost of capital.
The liability of Seller, its representatives, distributors, subcontractors or vendors, with respect to this contract, or anything done in connection therewith, or from the manufacturer, sale, delivery, resale, technical direction covered by or furnished under this contract, whether in contract, in tort, in warranty, in strict liability or otherwise, shall not exceed the purchase price paid on the contract.
No action arising out of any claimed breach of this agreement or transactions under this agreement may be brought by Buyer more than three (3) months after the cause of action has accrued. THE REMEDIES OF THE BUYER SET FORTH IN THIS DOCUMENT ARE EXCLUSIVE.
FORCE MAJEURE: Seller shall not be liable for any loss or damage resulting from delay in the prosecution or completion of the work caused by labor disputes, floods, fires, riots, thefts, accidents, inability to obtain labor, materials, components, or fuel, acts of government, or any other cause which is beyond the reasonable control of the Seller. Seller agrees to notify the Buyer if any of these events occur. Seller shall have the right in the event of the happening of any of the above contingencies, to cancel this agreement or any part thereof without resulting liability.
CANCELLATION/TERMINATION: Buyer agrees that an order shall in no event be subject to cancellation except by prior written consent of Seller, and then only when Seller is fully reimbursed for work performed and material used to complete said order. In any event, goods returned to Seller may be subject to a restocking charge equal to the value of the cost of raw materials, handling and labor costs.
ASSIGNMENT: Neither party shall delegate any duties, nor assign any rights or claims hereunder, without prior written consent of the other party.
NON-WAIVER REMEDIES: COST AND ATTORNEY'S FEES: The remedies of Seller herein reserved or created shall be cumulative and additional to any other or further remedies provided at law or in equity. Seller may remedy any breach of the terms or conditions hereof without waiving the breach remedies or without waiving any other prior or subsequent breach. Buyer shall pay Seller any cost and expenses, including attorney's fees, incurred by Seller in exercising any of its rights or remedies hereunder or enforcing any of the terms or conditions hereof.
INFORMATION DISCLOSED: Unless otherwise disclosed in writing to Seller, no information or knowledge heretofore or hereafter disclosed to Seller in the performance of or in connection with the terms hereof, shall be deemed to be confidential or proprietary and any such information or knowledge shall be free from restrictions, other than a claim for patent infringement, as part of the consideration hereof.
WAIVER: Waiver by Seller of any of the standard terms and conditions shall not constitute a waiver of any other of these standard terms and conditions.
SEVERABILITY: Any provisions hereof prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof.
JURISDICTION: The parties consent to the jurisdiction of the Supreme Court of the Commonwealth of Virginia for all purposes relating to this contract, whether in connection with arbitration or otherwise. The parties consent that any process or notice of motion or other application to said court, and any paper in connection with such proceedings may be served within or outside the Commonwealth of Virginia by the rules of the applicable court or arbitration tribunal.
ARBITRATION: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled in Botetourt County, Virginia by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
NOTICES: Any written notice provided for herein to be given to Seller by Buyer shall be mailed or delivered to Seller's address stated in the Sales Acknowledgment, Quotation Form or to an address and/or person subsequently designated in writing by Seller. Likewise, any notice to be given to Buyer by Seller shall be mailed to or delivered to Buyer at the address dated in the Sales Acknowledgment, Quotation Form or to an address and/or person subsequently designated in writing by the Buyer.
HEADINGS: The headings used herein are for reference purposes and shall not affect the meaning or interpretation hereof. The terms and conditions constitute the complete and exclusive agreement between the parties concerning the subject matter thereof and supersede all prior representations, statements, and promises made by Seller which are not expressly stated in said terms and conditions.
FLY-FITTERS
506 Ray Street
Roanoke, VA 24019
Phone 877-359-3488