General
(A) This agreement contains the terms and conditions by which seller will quote and sell it's products and services to buyer.
(B) The terms "purchase order" or "order" for the purposes of this agreement include the term "request for quotation", as appropriate.
(C) This agreement supersedes all pre-printed and boiler plate terms and conditions set forth in any purchase order issued by buyer.
(D) No reference herein to buyer's purchase order will in any way incorporate different or additional terms and conditions which are hereby objected to.
Seller will not be responsible for loss, damage, or delay brought upon by a common carrier. Buyer must file any and all freight claims. All shipments are made F.O.B. our facility, Vancouver, Washington.
Prices, terms and conditions are subject to change without notice. Invoicing will be at the price in effect at time of order.
Seller can not be held liable for back charges due to defective, damaged aluminum, processing delays, manufacturing delays, or late contingencies of transportation, acts of God, or other causes beyond our control.
Any municipal, county, state or federal tax imposed by result of sale will be added to the invoice and paid by the customer. No sales tax will be added to Oregon Customers. All other customers must present resale number at time of order.
Non-conforming or defective material must be reported to seller within 72 hours after delivery. Seller will furnish instructions as to disposal of material.
Schedules for shipping and will call are estimates. These estimates of time frames can not be guaranteed or be considered legally binding.
All materials furnished by seller are sold as is. Deliveries made to and accepted by another designated finisher or fabricator is the total responsibility of the buyer. Any customer buying mill or anodized metal to be painted, or finished in any other way, does so entirely at their own risk. Please seek the advice of your painter, anodizer, etc..
Seller has no control over the use of it's products. The owner, the architect, and the installer are responsible for the selection of the proper systems and sizes to comply with all building and safety codes and laws.
Seller will hand check for quality to ensure that the tolerances comply with the aluminum association standard tolerances.
If the buyer delays receipt of goods later than the completion date, seller may invoice buyer on completion date. Buyer shall pay said invoice in accordance with stated credit terms contained herein.
Items supplied by seller which are manufactured by others, shall be subject to the manufacturer's warranty. Seller does not assume any liability for freight or labor costs.
Seller does not agree to buyer's terms and conditions. Sale is conditional upon buyer's acceptance of seller's terms and conditions. Any sale made to buyer is deemed that buyer has read and consented to all of seller's terms and conditions.
Unauthorized back charges, claims, or short payments will not be accepted by seller.
No material will be accepted for return unless agreed to by seller. Seller shall be responsible to decide value, re-stock fee, etc.
Upon credit approval, terms of payment shall be net 30 days from date of invoice. Accounts over 30 days may be charged 1-1/2% interest per month on unpaid balance. All delinquent accounts are subject to C.O.D. This includes but is not limited to previous unpaid invoices, as well as, any orders in progress. In the event buyer is delinquent and has order in production, sell may elect to cancel order, or produce order and require buyer to pay for order C.O.D. upon completion of order. Seller may at any time require payment in advance if at anytime buyer is delinquent or seller receives information that seller deems appropriate to demand prepayment.
Buyer accepts all of seller's written warranties. Refer to Product Warranty Section.
All orders which have not been started into processing may be cancelled or changed with no penalty to buyer. If aluminum has been ordered by seller to fill order, and has been cut or fabricated in any manner, buyer will be invoiced for product, plus any additional costs incurred.
Tools, equipment, dies, etc., purchased by seller to produce product for buyer shall remain the sole property and possession of seller.
Buyer agrees to pay for samples, shipping, etc., if there is a cost. Seller may offer some samples free of charge.
All items are F.O.B. seller's facility. Any loss shall be buyer's responsibility. In the event special packaging is required, buyer agrees to pay for this cost determined by seller.
Seller has exclusive right to choose final remedy in the event of defective material. No repairs, replacements, or labor shall be accepted by seller, without seller's prior written agreement.
Illustrations in catalog or brochures are strictly for identification only. Seller may at any time have the right to modify, alter, or change it's products without prior notice. In the event buyer request a product not in the standard of seller's business, buyer agrees to hole seller harmless against any and all claims.
All materials on Seller's website is proprietary and may not be used without seller's written permission.
Claims due to shortages, errors, omissions or defective material must be made within 72 hours of receipt of goods.
No other warranties, express or implied, are made with respect to the products or services including, but not limited to, any implied warranty of merchantability or fitness for a particular use.
No action arising out of any claimed breach of this agreement by seller may be brought by buyer-end user more than one (1) year after the cause of action has arisen.
Force majeure. Any delay or failure of seller to perform it's obligations here under will be excused to the extent that it is caused by an event or occurrence beyond its control such as, by way of example and not by way of limitation, acts of God, actions by any government authority (whether valid or invalid), governmental laws and regulations not presently in effect, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, accidents, labor problems (including, but not limited to, lockouts, strikes, and slowdowns) at seller's facility, its source plant or their supplier's, inability to obtain power, material, labor equipment, or transportation, or court injunction or order. The delivery date will be deemed adjusted in the individual order(s) to that effect.
Entire agreement and amendment. This agreement, together with any attachments or supplements specifically referenced in this agreement, constitutes the entire agreement between parties hereto and supersedes all previous communications, representations, or agreements, either oral or written, between the parties here to with respect to the subject matter hereof. No agreement or understanding varying or expanding this agreement will be binding upon either party hereto unless it is in writing and signed by a duly authorize representative thereof.
No implied waiver. The failure of either party at any time to require performance by the other party of any provision of this agreement will in no way affect the right to require such performance at any time thereafter, nor will the waiver of either party of a breach of any provision of this agreement constitute a waiver of any succeeding breach of the same or any other provision.
Definitions. (A) Agreement means Cascade Aluminum, Inc. Terms and conditions of sale and service. (B) Seller or company means Cascade Aluminum, Inc. (C) Buyer or customer means the purchaser of products or services from seller.
Miscellaneous. (A) This agreement does not constitute either party the agent or legal representative of the other party. Neither party is authorized to create any obligation on behalf of the other party including, but not limited to, the obligation for payment of any service or warranty obligation hereunder. (B) Neither this agreement nor any right or obligation hereunder may be transferred or assigned by either party without the prior written approval of the party, except that seller can transfer or assign this agreement or any right or obligation (including, but not limited to, the right to receive payments for any orders) to seller or seller's entity without first obtaining buyer's consent, (C ) The rights and remedies herein reserved to seller will be cumulative and additional to any other or further rights and remedies provided at law or equity. (D) Buyer does not have the right to setoff or to back charge against any amounts which become payable to seller under this agreement or otherwise. (E) The official text of this agreement is in the English language, English text will govern any question with respect to interpretation. (F) The headings in this agreement are for convenience or reference only and do not affect the meaning of this agreement in any manner.
Product Changes. Seller reserves the right to change without notice the design of, or the process of manufacturing, the products covered by this agreement; provided that the foregoing will not be construed as relieving seller from its obligation to deliver products which conform to the specifications which seller may have furnished to buyer.
Technical Information and Advice. (A) All designs, data, and specifications provided by seller are proprietary and will not be disclosed or reused by purchaser without prior written consent of seller. (B) Seller assumes no obligation or liability for any advice given by seller, the results obtained, or damages incurred, and all such advice is given and accepted at buyer's risk.
Acceptance by seller of buyer's purchase order is expressly conditioned on the buyer's assent to and acceptance of the terms and conditions contained in this agreement. In the event of a conflict between this agreement and a purchase order issued by buyer, the terms of this agreement will prevail. In the event of a conflict between this agreement and any specific product or service terms and conditions, the specific product or service terms and conditions will prevail.
Inspection, delivery, shipping, freight charges, claims, and packing. Inspection of products and services will be done by purchaser immediately after receipt of products or completion of services. In no event will product or service delivery dates be construed as falling within the meaning of "time is of the essence". Buyer must notify seller of any deficiency or claim within 72 hours of receipt of product or services.
The following costs and expenses are not covered by the provisions of these limited warranties: (A) Labor cost for the removal and reinstallation of products or other manufacturer's products. (B) Shipping and freight expenses required to return products to seller. (C) Normal maintenance ; and (D) economic losses. In addition, the provisions of this warranty are not applicable to anything other than defects in seller's materials (products only) or workmanship.
Venue. Exclusive venue for any action hereunder shall be Vancouver, Washington.
Seller reserves the right to refuse service to anyone.
In the event any indebtedness is placed in the hands of an attorney and/or arbitrator, buyer agrees to be responsible and shall pay all reasonable fees incurred.
Clerical errors. Clerical and or mathematical errors are subject to correction by seller.