Terms and Conditions of Sale
READ THIS DOCUMENT CAREFULLY. IT CONTAINS ALL TERMS AND CONDITIONS OF SALES, VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.
The following terms and conditions of sale govern all sales of Reese Outdoor Products (Seller), of tents or related products, made to you (Purchaser) pursuant to oral or written orders transmitted to Seller, its representatives or salesmen, via voice, written or internet communications. This Document constitutes the entire contract with respect to the sale and purchase of the merchandise to which it applies. No modification of this sale shall be effected by the acceptance or acknowledgement of purchase order forms specifying different conditions, unless it is a separate formal purchase agreement with Seller in which case the separate formal agreement shall control, and no modifications shall be effective unless in writing and signed by the party claimed to be bound thereby.
These terms and conditions are subject to change in Seller's sole discretion, at any time, with or without prior notice to Purchaser.
1. Other Documents. Other than as specifically provided in any separate formal purchase agreement between Purchaser and Seller, these terms and conditions may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for product(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Purchaser and Seller.
2. Governing Law. This sale shall be deemed to have been made in the State of Utah, This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah and shall bind and inure to the benefit of the parties and their respective principals, employees, agents, heirs, successors, and permitted assigns, notwithstanding any conflict-of-laws doctrines. Any controversy arising out of or relating to this Agreement or any breach thereof, or any claim or action to enforce this Agreement or any portion thereof, or any controversy or claim requiring interpretation of this Agreement must be brought in a forum located within the State of Utah. The United States District Court for the District of Utah shall provide the proper venue for all matters arising under the subject matter jurisdiction of such court and for all other matters the state courts situated in Salt Lake County, Utah, shall constitute proper venue. The Parties stipulate that venue over all controversies arising under this Agreement is proper therein and Purchaser hereby waives any other jurisdiction and venue to which it may be entitled by virtue of domicile or otherwise. The Parties also consent to the in personam jurisdiction of said courts for the purposes of any such litigation. Any action brought in contravention hereof by one party is subject to dismissal at any time and at any stage of the proceedings by the other party and no action taken by the other party in answering, defending, counter claiming, appealing or otherwise shall be construed as a waiver of this right to immediate dismissal. A party bringing an action in contravention of this paragraph 2 shall be liable to the other party for the costs, expenses, and attorney's fees incurred in dismissing the action or transferring the action to a forum located within the State of Oklahoma.
3. Payment Terms; Orders; Quotes; Interest; Late Charges. Terms of payment are within Seller's sole discretion, and unless otherwise agreed to by Seller, payment must be received by Seller prior to or concurrent with Seller's acceptance of an order. Unless credit terms or some other prearranged payment methods have been agreed to in advance by Seller, acceptable forms of payment for products include credit card charges, wire transfers or electronic fund transfers, certified checks, or cashier's checks. Payments are due and payable within the time period noted on the invoice, measured from the date of the invoice. Orders or offers to purchase are not binding upon Seller until accepted by Seller. Any price quotations given by Seller will be valid only for the period of time stated on the quotation. Purchaser agrees to pay interest on all past-due sums at the highest rate allowed by law. Acceptance of the products by Purchaser indicates Purchaser's agreement to pay late charges as may be charged by Seller from time to time.
4. Shipping Charges; Taxes. Separate charges for shipping and handling will be shown on Seller's invoice(s) and are the sole responsibility of Purchaser. If applicable, a separate charge for taxes will be shown on Seller's invoice. Purchaser shall pay to Seller all taxes, excises, or other charges which Seller may be required to pay to or to collect on behalf of any government entity, whether national, state or local, upon or measured by the production, sale, transportation, delivery or use of the products sold hereunder. If, prior to or concurrent with Seller's acceptance of Purchaser's order, Purchaser provides Seller with a valid and correct tax exemption certificate issued by the applicable authorities of the jurisdiction to which the products will be shipped, Seller shall endeavor to provide the product to the Purchaser without assessing the taxes stated in the tax exemption certificate as being not applicable to the transaction with Purchaser. Purchaser shall not be responsible for taxes that are the sole responsibility of Seller including any franchise taxes and taxes on Seller's net income.
5. Title; Risk of Loss. If shipment of products is to Purchaser by a common carrier selected by Seller, delivery by Seller to the carrier at point of origin, or pickup by the carrier at Seller,s facility, shall constitute delivery to the Purchaser and thereafter the shipment shall be at Purchaser's risk. Claims for loss or damage must be filed by the Purchaser against the common carrier. Title to goods loaded onto Purchaser's conveyance or a common carrier selected by Purchaser at Seller,s facility, passes to the Purchaser at the time the product is loaded. Thereafter the risk of loss is that of the Purchaser. Claims for loss or damage must be filed by the Purchaser against the common carrier selected by the Purchaser, if any. Purchaser is hereby advised to secure all applicable insurance in order to protect against the risk of loss at the time that title passes to Purchaser.
6. Warranties. THE LIMITED WARRANTIES APPLICABLE TO SELLER-BRANDED PRODUCTS ARE INCLUDED IN THE DOCUMENTS FORWARDED TO PURCHASER WITH THE PRODUCTS. SELLER MAKES NO EXPRESS WARRANTIES EXCEPT THOSE STATED IN THAT DOCUMENTATION.
7. Return Policies. Seller products and parts that are purchased directly from Seller by an end-user Purchaser may be returned by Purchaser only in accordance with Seller,s Return Policy.
8. Repair and Replacement Policies. From time to time, Seller may, in its sole discretion, repair or replace products or portions of a product. Any repairs or replacements will be made in accordance with Seller,s policies then in effect.
9. Products. Seller,s policy is one of ongoing product update and revision. Seller may revise and discontinue products at any time. Seller will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or catalog are possible. The parts and assemblies used in Seller products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. Spare parts may be new or reconditioned.
10. Limitation of Liability. PURCHASER ASSUMES ALL RISK OF USE OF THE PRODUCT. SELLER DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, RELIANCE, INCIDENTAL, SPECIAL, DIRECT OR INDIRECT DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, OR FOR BUSINESS INTERRUPTION, PERSONAL INJURY OR ANY OTHER LOSSES UNDER ANY LEGAL THEORY INCLUDING CONTRACT, TORT AND/OR STRICT PRODUCT LIABILITY), ARISING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE A SELLER PRODUCT EVEN IF SELLER HAS BEEN FIRST ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES. THE ENTIRE LIABILITY OF SELLER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE PRODUCT BY THE ORIGINAL PURCHASER. SOME STATES OR JURISDICTIONS DO NOT PROVIDE FOR EXCLUSIONS OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. AS SUCH, IN THOSE JURISDICTIONS, THE FOREGOING LIMITATION MAY NOT APPLY.
11. Binding Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) AGAINST SELLER, its agents, employees, successors, assigns or affiliates, arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Seller advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under its Code of Procedure then in effect (available via the Internet at http://www.arb-forum.com , or via telephone at 1-800-474-2371). The arbitration will be conducted before a single arbitrator and will be limited solely to the dispute or controversy between Purchaser and Seller. The arbitration shall be held in Salt Lake City, Utah, or another location agreed upon by Seller, either in person, by telephone, or online. Awards of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed at any office of the NAF or at P.O. Box 50191, Minneapolis, MN 55405.
12. Applicable Law; Not For Resale. Purchaser agrees to comply with all applicable laws and regulations of the various states and of the United States. Purchaser agrees and represents that it is buying these products for its own internal use only, and not for resale. Seller has separate terms and conditions governing products for resale.
13. Service and Support. Seller is committed to providing the highest quality products, and the best technical and Purchaser support available. If you have difficulty erecting or using one of our products, please refer to the instructions enclosed or to our web site at www.apachetents.com for helpful information. If you are still experiencing difficulty of some sort, then feel free to contact us by telephone during normal business hours Mountain Time Zone at (801-415-9658)or via email at email@example.com . Service offerings may vary from product to product and Seller assumes no obligation to provide service or technical support until Seller has received full payment for the product or service/support contract for which service or support is requested.
14. Headings. The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived therefrom.
15. Force Majeure. Delay in delivery, or non-delivery in whole or in part by Seller shall not be a breach of this sale if performance by Seller is made impracticable by the occurrence of any one or more of the following contingencies, the non-occurrence of which is a basic assumption on which all sales are med: (a) fires, floods, or other casualties; (b) wars, riots, civil commotion or insurrection, embargoes, governmental regulations or martial law; (c) Seller's inability to secure or obtain necessary materials (finished or otherwise) from its usual sources of supply; (d) shortages of cars, trucks, or delays in transit; (e) existing or future strikes or other labor troubles affecting production or shipment, whether involving employees of Seller or employees of others, and regardless of responsibility or fault on the part of any such employer; (f) other contingencies or acts of God concerning manufacture or shipment, whether or not of a class or kind mentioned herein and not reasonably within Seller's control.
16. Conflicts of Terms. In case of a conflict between the terms and conditions set forth herein or those set forth in other Seller,s documents shall control.