Terms & Conditions
1. These Terms and Conditions shall govern this Quotation made by SprinkFLEX, LLc. (the "Seller") to the buyer identified hereon (the "Buyer") and shall govern any purchase of any products covered by this Quotation or otherwise purchased by the Buyer from the Seller (collectively referred to as "Products"), notwithstanding any provision to the contrary contained in any prior or subsequent purchase order or other document. In the event of any conflict between the provisions hereof and the provisions of any other document (including any purchase order), the provisions hereof shall control (and this constitutes the Seller's notification of objection to any additional or different provisions of any other document), except as may be otherwise expressly agreed by the Seller in a writing signed by the Seller subsequent to the date of this Quotation. Without limiting the generality of the foregoing, in no event will any other document (including any purchase order) be deemed to state additional or different terms and conditions concerning the purchase of any Products unless a complete written copy of such terms and conditions is furnished to the Seller prior to the commencement of production of such Products, and in particular, any other document (including any purchase order) that refers to other terms and conditions but that is not accompanied by a complete copy of such other terms and conditions shall not be deemed to state such other terms and conditions.
2. Any order of Products is subject to the Seller's approval of the Buyer's credit. The Buyer authorizes the Seller to solicit and receive credit information concerning the Buyer from any credit reporting company or any other source. If the Seller elects to sell any Products to the Buyer on credit, terms are net 30 days, and overdue amounts bear interest at the rate of 18% per year. In addition, the Seller shall be entitled to recover from the Buyer all costs of collection, including attorney's fees. For all overseas sales, and for other sales where the Buyer's credit reports are not satisfactory to the Seller, terms are full prepayment or letter of credit or other security satisfactory to the Seller. If, after extending credit to the Buyer but before delivering all of the Products to the Buyer, the Seller determines that reasonable doubt exists as to the Buyer's financial responsibility, or if the Buyer is past due in the payment of any amount owed to the Seller, the Seller shall have the right, in addition to all other remedies, to suspend performance, to decline to ship, or to stop any Products in transit, until the Seller receives payment of the full purchase price for all Products, whether or not previously due.
3. Any order for Products placed by the Buyer cannot be canceled or changed without the written consent of the Seller, and the Seller may condition such consent upon such additional payment or other terms as the Seller may determine.
4. Shipping dates of Products, when specified, are estimates only, and any delay (beyond specified dates) by the Seller in making shipments shall not be a breach of the Seller's obligations, but the Seller shall be obligated only to use reasonable diligence in good faith. In any event, the Seller shall be excused from any failure to comply with the terms of any order of Products if such failure arises directly or indirectly from any cause beyond the Seller's reasonable control, including, but not limited to, weather conditions, accidents, inability to obtain supplies, materials or equipment, or carrier delays.
5. The Seller reserves the right to make delivery of Products in installments unless otherwise expressly provided herein. Each installment will be separately invoiced, and payment will be due without regard to subsequent installments. Delay in the delivery of any installment shall not relieve the Buyer of its obligation to accept the remaining installments.
6. All shipments of Products shall be made F.O.B. the Seller's production facility, and the Buyer agrees to pay all freight, insurance, and other charges incident to transportation of any Products. The Buyer shall have the right to designate the carrier and the method of shipment for any Products, but if the Buyer fails to make such designation in a timely manner, the Seller may designate the carrier and/or the method of shipment. The Buyer acknowledges that the carrier shall be the agent of the Buyer, whether the carrier is selected by the Seller or by the Buyer, and the Buyer authorizes the carrier to accept possession of Products on behalf of the Buyer at the Seller's production facility. Upon delivery of Products by the Seller to the carrier at the Seller's production facility, title to such Products and risk of loss shall pass to the Buyer.
7. The prices set forth in this Quotation do not include taxes or duties. Any federal, state or local sales, use or excise tax applicable to the sale of any Products shall be payable solely by the Buyer. If the Buyer is exempt from paying such taxes, it shall be the Buyer's responsibility to establish such exemption in accordance with all applicable legal requirements. The Buyer is also responsible for any import or export duties.
8. All Products are sold subject to the Seller's standard warranty as in effect on the date of this Quotation. A copy of such standard warranty is available from the Seller upon request. Such standard warranty is in lieu of all other warranties, express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose.
9. Each Product shall be deemed to be satisfactory to the Buyer unless the Buyer identifies any alleged defect (or any alleged discrepancy between the quantity of such Product received and the quantity indicated on the shipping documents) in a written notice that is received by the Seller within seven days after the Buyer's receipt of such Product. The Seller's receipt of any such notice within such seven day day period shall not limit the Seller's right to contest the existence of any alleged defect or quantity discrepancy.
10. Any confidentiality agreement previously executed by the Buyer shall remain in full force and effect before, during and following this Quotation and the performance of any resulting purchase contract. All patent rights, trade secret rights, other intellectual property rights, and other rights of any nature associated with the Products are expressly reserved by the Seller, and no license of any rights, express or implied, shall result from the sale of Products by the Seller to the Buyer, except for a license to the Buyer to use the Products purchased by the Buyer for the purpose for which they are intended in accordance with all specifications, instructions or recommendations of the Seller.
11. If any Products are produced by the Seller to the Buyer's design specifications or instructions, the Buyer represents and warrants to the Seller that the production of such Products in accordance with such design specifications or instructions will not infringe upon any rights of any third party. The Buyer further agrees to indemnify and hold harmless the Seller from and against any and all expenses, claims, losses and liabilities of any nature (including, without limitation, attorney's fees) arising from any breach of the foregoing representation and warranty.
12. This Quotation, any resulting purchase contract, and any purchase or use of Products shall be governed by the laws of the Commonwealth of Massachusetts without application of principles of conflict of laws. The Buyer hereby agrees and consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the courts of the United States of America located in such Commonwealth with respect to any matter arising under this Quotation or any resulting purchase contract or in connection with any purchase or use of Products, agrees that the Secretary of State of the Commonwealth of Massachusetts may act as agent of the Buyer for receipt of service of process, and agrees that service of process may be made upon the Buyer by mailing of the summons to the Buyer by certified or registered mail at any regular business address of the Buyer.
13. The Buyer may not assign this Quotation or any purchase contract resulting herefrom. The Buyer shall be deemed to have waived all claims arising under this Quotation or any resulting purchase contract or in connection with any purchase or use of Products unless such claims are asserted in a lawsuit that is commenced within one year after the date of this Quotation or (as to claims arising in connection with any purchase or use of Products) within one year after the date of the Buyer's receipt of such Products. Whether or not the Seller breaches any obligation to the Buyer, in no event shall the Seller be liable for special, incidental or consequential damages. If any provision hereof shall be invalid, the remainder of this Quotation shall not be affected thereby, and all provisions of this Quotation shall remain valid and in full force and effect to the fullest extent permitted by law. This Quotation shall be binding upon the Buyer and its successors and assigns.