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TERMS AND CONDITIONS
1.
Acceptance of Terms and Conditions.
Receipt of these Terms and
Conditions of Sale (“Terms and Conditions”) shall operate as the acceptance
by StoneAge, Inc. (“Seller”) of the order submitted by the purchaser (“Buyer”).
Such acceptance is made expressly conditional on assent by Buyer to these
Terms and Conditions. Such assent shall be deemed to have been given
unless written notice of objection to any of these Terms and Conditions
(including inconsistencies between Buyer’s purchase order and this
acceptance) is given by Buyer to Seller promptly on receipt hereof.
Seller desires to provide Buyer with prompt and efficient service.
However, to individually negotiate the terms of each sales contract would
substantially impair Seller’s ability to provide such service. Accordingly,
the product(s) furnished by Seller are sold only according to the terms and
conditions stated herein and with the terms and conditions stated in any
effective StoneAge Dealer Agreement or StoneAge Reseller Agreement,
if applicable. Notwithstanding any terms and conditions on Buyer’s
order, Seller’s performance of any contract is expressly made conditional
on Buyer’s agreement to these Terms and Conditions unless otherwise
specifically agreed to in writing by Seller. In the absence of such agreement,
commencement of performance, shipment and/or delivery shall be for Buyer’s
convenience only and shall not be deemed or construed to be an acceptance
of Buyer’s terms and conditions.
2.
Payment/Prices.
Unless other arrangements have been made in writing
between Seller and Buyer, payment for the product(s) shall be made upon
receipt of invoice. The prices shown on the face hereof are those currently in
effect. Prices invoiced shall be per pricelist in effect at the time of shipment.
Prices are subject to increase for inclusion of any and all taxes which are
applicable and which arise from the sale, delivery or use of the product(s),
and the collection of which Seller is or may be responsible to provide to any
governmental authority, unless acceptable exemption certificates are provided
by Buyer in accordance with applicable law. Buyer shall pay all charges for
transportation and delivery and all excise, order, occupation, use or similar
taxes, duties, levies, charges or surcharges applicable to the product(s) being
purchased, whether now in effect or hereafter imposed by any governmental
authority, foreign or domestic.
3.
Warranty.
SELLER MAKES NO WARRANTIES OR REPRESENTATIONS AS
TO THE PERFORMANCE OF ANY PRODUCT EXCEPT AS SET FORTH IN THE
STONEAGE LIMITED WARRANTY PROVIDED WITH THE PRODUCT.
4.
Delivery.
Seller is not obligated to make delivery by a specified date, but
will always use its best efforts to make delivery within the time requested.
The proposed shipment date is an estimate. Seller will notify Buyer promptly
of any material delay and will specify the revised delivery date as soon as
practicable. UNDER NO CIRCUMSTANCES SHALL SELLER HAVE ANY
LIABILITY WHATSOEVER FOR LOSS OF USE OR FOR ANY DIRECT OR
CONSEQUENTIAL DAMAGES RESULTING FROM DELAY REGARDLESS OF
THE REASON(S).
All product(s) will be shipped F.O.B. point of origin, unless specifically agreed
otherwise, and Buyer shall pay all shipping costs and insurance costs from
that point. Seller, in its sole discretion, will determine and arrange the means
and manner of transportation of the product(s). Buyer shall bear all risk of loss
commencing with the shipment or distribution of the product(s) from Seller’s
warehouse. Order shortages or errors must be reported within fifteen (15)
business days from receipt of shipment to secure adjustment. No product(s)
may be returned without securing written approval from Seller.
5.
Modification.
These Terms and Conditions are intended by Seller and
Buyer to constitute a final, complete and exclusive expression of agreement
relating to the subject matter hereof and cannot be supplemented or amended
without Seller’s prior written approval.
6.
Omission.
Seller’s waiver of any breach or Seller’s failure to enforce any
of these Terms and Conditions at any time, shall not in any way affect, limit or
waive Seller’s right thereafter to enforce and compel strict compliance with
every term and condition hereof.
7.
Severability.
If any provision of these Terms and Conditions is held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect the
validity or enforceability of the other portions hereof.
8. Disputes. Seller and Buyer shall attempt in good faith to promptly resolve
any dispute arising under these Terms and Conditions by negotiations
between representatives who have authority to settle the controversy. If
unsuccessful, Seller and Buyer shall further attempt in good faith to settle the
dispute by nonbinding third-party mediation, with fees and expenses of such
mediation apportioned equally to each side. Any dispute not so resolved
by negotiation or mediation may then be submitted to a court of competent
jurisdiction in accordance with the terms hereof. These procedures are the
exclusive procedures for the resolution of all such disputes between the Seller
and Buyer.
9.
Governing Law.
All sales, agreements for sale, offers to sell, proposals,
acknowledgments and contracts of sale, including, but not limited to,
purchase orders accepted by Seller, shall be considered a contract under the
laws of the State of Colorado and the rights and duties of all persons, and
the construction and effect of all provisions hereof shall be governed by and
construed according to the laws of such state.
10.
Jurisdiction and Venue.
Seller and Buyer agree that the state or federal
courts located within the City and County of Denver, Colorado shall have
sole and exclusive jurisdiction over any litigation concerning any dispute
arising under these Terms and Conditions not otherwise resolved pursuant
to Section 9 as well as any alleged defects of any Products or damages
sustained as a result of such alleged defects. Seller and Buyer further agree
that should any litigation be commenced in connection with such a dispute,
it shall only be commenced in such courts. Seller and Buyer agree to the
exclusive jurisdiction of such courts and neither will raise any objection to the
jurisdiction and venue of such courts, including as a result of inconvenience.
11.
Attorney’s Fees.
If any litigation is commenced between Seller and Buyer,
or their personal representatives, concerning any provision hereof, the party
prevailing in the litigation shall be entitled, in addition to such other relief that
is granted, to a reasonable sum as and for their attorneys’ fees and costs in
such litigation or mediation.
STONEAGE TRADEMARK LIST
View the list of StoneAge’s trademarks and service marks and learn how
the trademarks should be used. Use of StoneAge trademarks may be
prohibited, unless expressly authorized.
http://www.StoneAgetools.com/trademark-list/
STONEAGE PATENT DATA
View the list of StoneAge’s current U.S. patent numbers and descriptions.
http://www.sapatents.com
STONEAGE TERMS AND WARRANTY
View StoneAge’s Terms and Warranty Conditions online.
http://www.stoneagetools.com/terms
http://www.stoneagetools.com/warranty
