STANDARD TERMS AND CONDITIONS APPLYING TO ALL SALES
All sales
by North Coast Electric Company (Seller) are expressly conditioned upon the
terms and conditions set out below. Any additional or different
terms or conditions in any previous or later communication from Purchaser,
any course of dealing, or any custom; including but not limited to any purchase
order, change order, or remittance advice; is hereby objected to by Seller.
Terms additional or different from those set out in this document (except
product descriptions, prices, and similar transaction specific terms) will have
no force or effect unless set out in a written document, unequivocally
expressing Seller’s agreement to those terms, signed by a representative of
Seller with authority to do so.
PRICES
Unless
otherwise specifically agreed to in writing, all quotations shall expire thirty
(30) days after issuance, and prices are subject to change at any time without
notice. Prices do not include sales, use, excise, value added, or other taxes.
Where applicable, such taxes shall be paid by Purchaser. References to “freight
allowed” relate only to the specified items and quantities clearly so
identified in a writing signed by Seller.
PAYMENT
TERMS
Payment
is required at the time of order or in advance of shipment unless Purchaser has
submitted and Seller has approved an application for credit, associated credit
agreement, and any required personal guaranties. Regardless of the existence of
any other agreement, Seller may require full or partial payment, or other
reasonable assurances of Purchaser’s intent and ability to fully perform its
obligations, as a condition of further performance if Seller has reasonable
grounds to fear that Purchase may not fully perform its obligations. Unless otherwise agreed by Seller in writing,
all payments on credit purchases are due on or before the 25th day of the month
following the month of each purchase. To the extent allowed by Seller in its
absolute discretion (normally by indication on an invoice), payment received on
or before the 10th day of the month following the month of purchase may qualify
for a discount. All amounts not paid on
or before the due date will be deemed PAST DUE and shall accrue a finance charge
of 1 1/2% per month or, if a lesser rate is required by law, the highest rate
allowed by law. No payment by asserted
offset or set-off shall be valid.
INVOICES
All invoices and monthly
statements issued by Seller shall be conclusively deemed to be accurate except
to the extent Purchaser notifies Seller of any error, in writing, within I0
days of receipt.
DELIVERY
Unless otherwise agreed
in writing, all sales are made F.O.B. point of shipment with freight allowed to
the common free delivery point nearest the destination, or a designated port
for shipments overseas, within the continental United States. Title and risk of
loss shall pass to Purchaser upon the earlier of: (1) Seller’s delivery to Purchaser; (2)
receipt by the first carrier for transport to Purchaser where being delivered
by a party other than Seller; or (3) receipt by the first carrier for transport
to Seller where Seller will be performing storage, fabrication, kitting and/or
other warehousing services on Purchaser’s behalf (i.e., prior to ultimate
delivery to Purchaser). Purchaser is responsible for all aspects of unloading
and storing of all materials upon delivery. Any shipping or delivery dates
given by Seller are approximate; are provided only for the convenience of
Purchaser; and are conditioned upon the prompt provision of all necessary
information by Purchaser, the ready availability of raw materials and
components, normal labor relations, and customary times for manufacture. Seller
shall not be liable for any delay in delivery of any kind, regardless of cause
or extent. All sales are contingent on the ability of Seller and its
suppliers/manufacturers to secure associated products and raw materials.
WARRANTIES
AND DISCLAIMERS
All
sales are “as is.” Materials sold by Seller are the products of others. Seller
agrees to use reasonable efforts to help Purchaser obtain from each
manufacturer, in accordance with each manufacturer’s warranty, the repair or
provision of replacement products, or components of products, that may prove
defective in material or workmanship. That obligation shall constitute the sole
obligation of Seller, and Purchaser’s sole remedy against Seller, with respect
to any defective or nonconforming materials. Except as to title, Seller makes
NO WARRANTIES of any kind, express or implied. In particular, Seller makes NO
WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PURPOSE, including any
warranty of compliance with any plans or specifications.
LIMITATION
OF LIABILITY
Seller
shall not be liable to Purchaser or any other party for any consequential,
incidental, or special damages of any kind, including but not limited to labor
charges or lost profits, under any circumstances. In all events, Seller’s
maximum liability for all claims or set of related claims arising from a
purchase shall be the purchase price of the materials found to be defective,
non-conforming, or otherwise not provided in accordance with Seller’s
obligations. If only a replaceable component of any item is defective or
non-conforming, Seller’s liability is limited to the cost of a replacement or
reasonably allocated portion of the purchase price of any relevant component
part or parts, whichever is less.
CHANGES
AND CANCELLATIONS
Any
request by Purchaser to cancel all or any portion of an order, or for any
changes of any kind, must be made in writing and will be effective only if
evidenced by a written document, signed by an authorized representative of
Seller, unequivocally evidencing an intent to accept the relevant cancelation
or change. Acceptance of any requested cancellation or change is subject to
Seller’s absolute discretion and may be conditioned upon adjustment of prices,
schedules, and other terms and/or upon the payment of one more restocking or
other charges.
RETURNS
Materials considered by
Seller to be stock items may be returned only in accordance with Seller’s
current Returned Goods Policy and upon payment of restocking changes. Specially
manufactured goods may not be returned.
SUBMITTALS
AND SHOP DRAWINGS
Seller
may assist in the transmission of submittals, shop drawings, and/or other
communications, between Purchaser and the appropriate manufacturer or others,
as a convenience to Purchaser. Purchaser shall be fully responsible for the
timeliness, accuracy, and appropriateness of all such communications. Seller
shall have no liability or responsibility of any kind with respect to such
communications. Without limiting the generality of this provision, Purchaser
acknowledges that Seller has no responsibility to obtain review, approval, or
correction of, or to assure that any materials conform to, any specifications,
submittals, shop drawings, or other requirements.
DISPUTES
Regardless of legal
theory, any claim against Seller must be brought in an appropriate court no
later than one year (or the shortest time allowed by law if longer) after
acceptance of the relevant materials. If any legal proceeding is brought to
determine, interpret, or enforce any rights as between Seller and Purchaser, or
in any other way relating to any sales made by Seller, the prevailing party
shall be entitled to recover its reasonable attorneys’ fees and related
expenses of litigation (including, but not limited to, consultant and expert
witness fees, charges for non-lawyer legal staff, investigator’s charges,
transcripts and other deposition expenses, the cost of title reports and asset
searches, and travel expenses for witnesses and others) in amounts to be set by
the court, in the trial court and on appeal, in addition to costs and
disbursements allowed by law. The parties’ relationships are controlled by, and
all agreements are to be interpreted and enforced in accordance with, only the
laws of the State of Washington, excluding any provisions regarding conflict of
laws. Venue for any legal proceeding relating in any way to Seller or any sales
made by Seller shall exclusively be King County, Washington.
FORCE
MAJEURE
Seller shall not be liable for any delay, impairment, or
prevention of Seller’s performance, in whole or in part, due to any event,
circumstance, or occurrence that is not within Seller’s control, including, but
not limited to, acts of God, labor disruptions, acts of war, acts of terrorism
(actual or threatened), governmental decrees or controls, imposition of or
changes to tariffs or duties, changes to commodity markets, insurrections,
epidemics, quarantines, shortages, communication or power failures, fires,
accidents, explosions, inability to procure or ship products or obtain permits
or licenses, inability to procure supplies or raw materials, severe weather,
catastrophic events, or any other event, circumstance, or cause beyond Seller’s
control within the normal conduct of its business (collectively, “Force
Majeure”). If Seller’s performance is so delayed, impaired, or prevented by
Force Majeure, Purchaser agrees that Seller may, at Seller’s option: (i)
suspend or terminate performance; and/or (ii) increase pricing and/or schedules
for delivery or performance, in each case, without liability or penalty to
Seller.
Form
NC055 (Rev 09/2020)
