RV Kamper Kaddy, Inc. TERMS & CONDITIONS (Effective January 1, 2007)
Acceptance. All orders accepted by RV Kamper Kaddy, Inc. (“Seller”) from the purchaser set forth in the Purchase Order (“Purchaser”) are subject to the terms of this Agreement. Seller hereby objects to any conflicting, additional and/or different terms contained in any purchase order or other writing sent by Purchaser in accepting this proposal and the same shall not become part of this Agreement.
Delivery. The delivery schedule, if any, set forth in the purchase order is based on the present estimate of the shipping date after receipt of Purchaser’s acceptance. The proposal contained in the purchase order is subject to availability of the products referenced in any purchase order (the “Products”) from established supply sources at the specified time of delivery. Should shortages for any reason occur in Seller’s supply of the Products, Seller may allocate its supply of the Products in such manner and amount as Seller shall determine in its sole discretion. Seller reserves the right to suspend or reduce deliveries during any period of unavailability or shortages of the Products and may reduce the quantities deliverable under the quoted purchase order by the quantities so omitted. Seller shall not be liable to Purchaser for any damages as a result of non-performance or delay in delivery or performance due wholly or partly to any cause not exclusively in Seller’s control (including, but not limited to, non-performance or delay related to labor controversies, adverse weather conditions, shortages, and unavailability of means of transportation).
Limitation of Remedies and Liability. Seller will replace any of the Products that are found to be defective within six (6) months from the date of delivery. Seller’s sole liability and Purchaser’s sole and exclusive remedy for any and all losses and damages, special, direct, incidental and consequential, sustained by Purchaser or others, arising out of the performance of the Products, shall be limited to the furnishing of new Products or correction of defective or nonconforming Products, whichever such remedy Seller shall select, F.O.B. Seller’s place of business in Edmonds, Washington. Seller shall not be liable for any costs Purchaser may incur in replacing or correcting any of the Products furnished hereunder. In no event shall Seller be liable for prospective profits, incidental or consequential damages due to any default under the terms of this purchase order. Purchaser waives any and all claims of any nature regarding the Products provided by Seller
Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, RV KAMPER KADDY, INC. MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS NOR IMPLIED (INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS OF THE PRODUCTS FOR THE PARTICULAR USE CONTEMPLATED BY PURCHASER) AND NONE SHALL BE IMPLIED BY LAW. PURCHASER AGREES THAT ORAL AGREEMENTS, STATEMENTS AND REPRESENTATIONS MADE BY RV KAMPER KADDY, INC., ITS EMPLOYEES OR ITS AGENTS SHALL NOT CONSTITUTE A WARRANTY OF ANY KIND.
Failure to Notify. Purchaser’s failure to promptly notify Seller of any defects in the Products or any improper or unauthorized use of the Products shall terminate Seller’s six months obligation to replace defective Products and shall relieve Seller from any further responsibility for the Products.
Price. The prices set forth in Seller’s published retail price list may be changed by Seller without notice in order to reflect Seller’s published prices at time of shipment, including any increases in transportation, labor or other costs. If a delivered price has been quoted, any charges at the destination for spotting, switching, handling, storage and other accessories services and demurrage shall be borne by Purchaser, and any increase in transportation charges shall be added to the quoted price. Seller reserves the right to correct any obvious errors in specifications, quantities or prices.
Taxes. Any taxes, which under any existing or future law, Seller may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the Products covered hereunder shall, if not separately shown herein, be added as a separate item to the quoted price, and shall be paid by Purchaser to Seller on demand. The foregoing shall not apply to any taxes, the payment or collection of which by Seller is excused by reason of delivery to Seller of valid tax exemption certificate(s).
Terms of Payment. Unless otherwise expressly provided herein, orders shall be upfront by cashier’s check, cash, wire transfer or prepaid by a credit card. Seller accepts Visa and MasterCard. A fee of twenty five and No/100 dollars ($25.00) applies to all returned checks.
Suspension of Performance. If in Seller’s judgment reasonable doubt exists as to Purchaser’s financial responsibility or if payment by check or credit card is subsequently stopped or withdrawn for any reason, Seller reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship or stop any Products in transit, until Seller receives payment of all amounts, whether or not due, owing to us or adequate assurance of such payment.
Shipment. Unless otherwise expressly stated herein, shipment may be by carrier or other means selected by Seller Title to any Products priced at shipping point shall pass to Purchaser upon delivery at such shipping point; title to any Products priced at destination shall pass to Purchaser upon delivery at the destination specified. After delivery to any carrier at shipping point, Purchaser assumes all risk and liability and Seller shall not be liable to Purchaser for any loss or damage to persons or property, including any loss of or damage to the Products. Unless otherwise specified, all Products are quoted F.O.B. Seller’s place of business in Edmonds, Washington.
Returns of Products. No Products will be accepted for return without written authorization of Seller and unless routed as indicated by Seller All approved returns not caused by Seller’s shipping error will be subject to a 20% restocking charge and must be in a clean, resalable condition and in original packing (if any) with freight prepaid, Seller will refuse any Products returned to Seller without prior written approval. The refused Products will be returned to Purchaser, and Products returned to Purchaser for failure to observe this policy shall remain Purchaser’s responsibilities.
Claims. Damage and loss-in-transit claims shall be made by Purchaser directly to the shipping company. If any Products received by Purchaser are damaged, or if the quantities received by Purchaser do not agree with quantities indicated on the shipping documents, and if Purchaser intends to assert any claim against Seller on this account, Purchaser shall mark an exception on Purchaser’s receipt to the carrier and shall, within ten (10) days after receipt of any of the Products, furnish Seller detailed written information as to any damage or shortage. Purchaser shall advise Seller in writing promptly after receipt of any of the Products, and in no event later than thirty (30) days after such receipt, of any other claim Purchaser may have against Seller with respect to any of the Products. If Purchaser has any claims against Seller with respect to any of the Products, Purchaser shall afford Seller a reasonable opportunity to inspect such Products. Any claims relating to shipment handing must be made directly to the carrier.
Time Limitation on Claims. ANY CLAIM OR ACTION ARISING OUT OF PURCHASER’S PURCHASE OF THE PRODUCTS, INCLUDING ANY ACTION ARISING OUT OF THIS AGREEMENT, MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE DATE OF THE DELIVERY OF THE PRODUCTS, AND NO SUCH ACTION MAY BE MAINTAINED WHICH IS NOT COMMENCED WITHIN SUCH PERIOD.
Severability. In the event that any provision of this Agreement, or any portion thereof, is found to be invalid, such provision shall be deemed to be modified to the extent necessary to allow it to be enforced under applicable law. In any event, all remaining provisions of this Agreement shall continue in full force and effect.
No Assignment. Purchaser's rights and obligations under this Agreement may not be assigned without Seller's prior written consent.
Disputes and Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the state of Washington. In the event Purchaser's breach of any of the terms of this Agreement or Purchaser's failure to make any payments called for hereunder, Purchaser agrees to pay to Seller all costs incurred in enforcing this Agreement or collecting payment hereunder, including all court costs and attorney's fees including on appeal.
Entire Agreement. The parties intend that the attached Products quotation, and these terms and conditions shall constitute the final, complete and exclusive agreement between Purchaser and Seller, This Agreement shall supersede all other prior or contemporaneous agreements, representations, understandings and promises, oral and/or written, by or between the parties with respect to the subject matter hereof, Purchaser further acknowledges and agrees that in entering into this Agreement, Purchaser has not and is not relying upon any prior or contemporaneous agreements, representations, understandings and promises, oral and/or written, made by Seller or any other party. No course of dealings between the parties shall be relevant or admissible to explain, supplement or vary the terms of this Agreement. No amendment or modification of this Agreement shall be effective or binding upon the parties unless made in a writing executed by both Purchaser and Seller This Agreement shall take precedence over any conflicting terms and conditions in any advertising material.