STANDARD TERMS AND CONDITIONS OF SALE – ver. SS260108
1. PARTIES AND AGREEMENT
These Standard Terms and Conditions of Sale (“Terms”) govern all sales of goods (“Goods”) by S. Scott & Associates LLC, dba SSA Environmental (“Seller”) to the purchaser (“Buyer”). By signing this Quote or issuing a Purchase Order in response to this Quote, Buyer acknowledges that they have read, understood, and agreed to be bound by these Terms. These Terms constitute the entire agreement between the parties and supersede all prior agreements, purchase orders, or correspondence. Seller hereby expressly rejects any additional, different, or conflicting terms contained in Buyer’s purchase orders or other documents.
2. PRODUCTS AND SPECIFICATIONS
Seller warrants that the Goods delivered shall conform to the description in this Quote. Buyer is solely responsible for determining the suitability of the Goods for their specific project, hydraulic conditions, and biological requirements.
3. PAYMENT TERMS
Unless otherwise explicitly agreed in writing by Seller, payment terms are 100% Prepayment Required Prior to Shipment. Seller reserves the right to withhold shipment until funds have cleared. If credit terms are approved in writing, any past-due amounts shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less.
4. SHIPPING AND RISK OF LOSS (FOB ORIGIN)
All sales are made F.O.B. Shipping Point (Origin) from Seller’s manufacturing facility in Lakewood, Washington, or such other shipping point as designated by Seller.
- Transfer of Title: Title and Risk of Loss pass to Buyer the moment the Goods are tendered to the carrier at the Seller’s facility.
- Freight: Buyer is responsible for all shipping, freight, and insurance costs.
- Claims: Buyer is responsible for filing any claims for loss or damage directly with the carrier. Seller generally uses MME Logistics or UPS but acts only as an agent for the Buyer in booking freight.
5. CANCELLATIONS AND RETURNS
- Standard Products: Goods may be returned or exchanged subject to Seller’s prior written approval.
- Restocking Fee: All returns of non-defective Goods are subject to a 25% Restocking Fee.
- Condition: Returned Goods must be in new, unused, and saleable condition. Buyer is responsible for all return shipping costs to Seller’s warehouse.
- Refunds: Refunds will be processed only after Seller has inspected and verified the condition of the returned Goods.
6. LIMITED WARRANTY AND DISCLAIMER
Seller warrants that the Goods will be free from defects in material and workmanship for a period of one (1) year from the date of delivery.
DISCLAIMER: EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE GOODS WILL MEET SPECIFIC HYDRAULIC FLOW RATES OR BIOLOGICAL PASSAGE CRITERIA FOR ANY SPECIFIC SITE UNLESS EXPLICITLY GUARANTEED IN A SEPARATE ENGINEERING MEMORANDUM SIGNED BY SELLER.
7. LIMITATION OF LIABILITY
IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF USE, CONSTRUCTION DELAYS, OR LIQUIDATED DAMAGES ASSESSED AGAINST BUYER. Seller’s total aggregate liability arising out of or related to this Agreement shall strictly be limited to the total purchase price paid by Buyer for the specific Goods giving rise to the claim.
8. CONTRACTOR REGISTRATION DISCLOSURE
Seller is a material supplier and is not acting as a registered construction contractor. Seller does not perform installation services. Buyer is responsible for ensuring installation complies with all manufacturer instructions and local codes.
9. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Clark County, Washington.
10. FORCE MAJEURE
Seller shall not be liable for delays in performance or delivery caused by acts of God, war, riot, fire, labor trouble, unavailability of materials or components, carrier delays, or any other cause beyond Seller’s reasonable control.
