THE ELECTRODE STORE STANDARD TERMS AND CONDITIONS
These Terms and Conditions shall apply to all sales or
products and materials ("Products") from The Electrode Store
("Seller") to Buyer under quotations or purchase orders that
are attached to or reference these Terms and Conditions,
including subsequent orders placed by telephone, facsimile
or e-mail. Seller's acceptance of Buyer's order is
conditioned upon Buyer's acceptance of the Terms and
Conditions. All Terms and Conditions contained on any order
form or correspondence originated by Buyer that add to or
conflict with any of the Terms and Conditions are null and
void notwithstanding acceptance of the order by Seller. THE
PRINCIPAL(S) WHOSE SIGNATURE(S) APPEAR ON THE PURCHASE ORDER
AGREE TO GUARANTEE BUYER'S PERFORMANCE UNDER THESE TERMS AND
CONDITIONS, INCLUDING ALL PAYMENT OBLIGATIONS OF BUYER, AND
AGREE THAT SELLER MAY OBTAIN REPORTS REGARDING BUYER'S AND
EACH PRINCIPAL'S CREDIT HISTORY AND CREDITWORTHINESS.
1. ORDER/DELIVERY.
Note: The products may not be available in
some countries. Purchase orders shall be binding on Buyer
when issued to Seller, but shall not be binding on Seller
unless and until Seller has accepted such purchase order by
written acceptance or by shipping the ordered Products. For
avoidance of doubt, the sale of any consumable/disposable
Products sold for use with other Products under these Terms
and Conditions shall be subject to these Terms and
Conditions even if the sale of such consumable/disposable
Products is not pursuant to a formal purchase order
referencing these Terms and Conditions. Shipment will be
made in a manner determined by Seller. All prices are F.O.B.
Seller's place of shipment with shipping and handling fees
prepaid and added to the invoice amount, unless otherwise
expressly agreed by Seller. Title and risk of loss or damage
to the Product shall pass to the Buyer at the same time
Seller delivers possession of the Product to a carrier at
Seller's place of shipment, except that any software
provided with or as part of such Product is licensed
nonexclusively solely for use with or as part of such
Product, as the case may be, and is not sold.
2. PAYMENT TERMS. Buyer shall pay the
invoiced amount via credit card in advance of shipment,
unless otherwise expressly agreed by the parties. Where
other terms are agreed by the parties, Seller may assess
reasonable costs of collection and an interest charge of up
to one and on half percent (1.5%) per month on all amounts
which are not timely paid (but not to exceed the maximum
lawful rate). Buyer hereby grants to Seller a purchase money
security interest in the Product to secure the purchase
price of the Product until the purchase price is paid in
full. Buyer agrees to execute and deliver all documents
requested by Seller to perfect and maintain Seller's
security interest.
3. TAXES, DUTIES, LEVIES AND SIMILAR CHARGES.
The prices quoted do not include any applicable duties or
sales, use, excise, value added or similar taxes or
governmental charges now or hereafter in effect with respect
to the Products, or the shipment or use thereof, all of
which duties, taxes and charges shall be the responsibility
of, and shall be paid by Buyer. Seller may collect sales tax
in certain states, as indicated on the invoice.
4. WARRANTY. Seller makes only those
warranties with respect to Product expressly identified in
writing as "warranties" and set forth in Seller's current
operating manual or catalogues, or in specific written
warranty included with the shipment of the Product, in any
(the "Express Warranty"). Except as expressly set forth
above, SELLER, AND ITS AFFILIATES, SUBCONTRACTORS AND
SUPPLIERS, PROVIDE THE PRODUCT "AS IS" AND TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, SPECIFICALLY DISCLAIM
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NONINFRINGEMENT. BUYER'S SOLE AND EXCLUSIVE
REMEDY FOR BREACH OF WARRANTY SHALL BE SELLER'S OBLIGATION
TO REPAIR OR REPLACE THE PRODUCT OR PROVIDE A REFUND AS SET
FORTH IN THE EXPRESS WARRANTY.
5. RESTRICTIONS. Buyer shall comply with
all laws rules and regulations applicable to the use,
distribution, exportation, marketing and promotion of
Products and services using the Products. Further, Buyer
shall use and promote the Products, and services using the
Products, solely in accordance with any instructions
provided by Seller, and solely for the uses stated on the
Product label or in the Product manual, if any.
6. INDEMNITY/LIMITATIONS OF LIABILITY.
Seller shall not be responsible for any loss or injuries
caused by the use of the Products by Buyer or its
affiliates, personnel, customers, or agents. Buyer agrees to
indemnify, defend and hold Seller, and its officers,
directors, affiliates, contractors and suppliers, harmless
against any suits, claims, damages, costs and expenses,
arising out of any breach of the Terms and Conditions, or
use of the Products by Buyer or its affiliates, personnel,
customers or agents, except to the extent caused by the
negligence or misconduct of the Seller. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, (A) SELLER SHALL NOT BE
LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF
GOODWILL OR REPUTATION, LOST PROFITS, SAVINGS OR REVENUES OF
ANY KIND, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, UNLESS OTHERWISE CONTRARY TO
STATE LAW, AND (B) SELLER'S AGGREGATE LIABILITY SHALL NOT
EXCEED THE PURCHASE PRICE OF THE PRODUCTS.
7. MISCELLANEOUS. Product returns must be
made within thirty (30) days from the date of Seller's
invoice for Standard Return. Otherwise, products may not be
returned except during the Express Warranty period if
non-compliant with the Express Warranty. Any returns require
an RMA number issued by Seller. Buyer shall not assign these
Terms and Conditions or any rights or obligations hereunder
without the prior written consent of Seller. Any attempted
assignment without Seller's consent shall be void and
ineffective. These Terms and Conditions and all transactions
hereunder shall be governed by the laws of the Commonwealth
of Washington excluding its choice of law rules and
excluding the United Nations Conventions on Contracts for
the International Sale of Goods. The parties irrevocably
consent to the exclusive jurisdiction of, and venue in, the
federal and state courts in Washington. By accepting
delivery of these goods, Buyer waives any objections to this
choice of law and exclusive forum selection. If any
provision hereof, or the application of such provision to
any person or circumstance is held invalid or unenforceable
in any jurisdiction, the remaining provisions or the
application of such provision to person or circumstances
other than those as to which it is held invalid or
unenforceable, or in other jurisdictions, shall not be
affected thereby. These Terms and Conditions supersede all
prior oral or written understandings between the parties and
shall constitute the entire agreement between the parties
with respect to the subject matter of these Terms and
Conditions. These Terms and Conditions shall not be modified
or amended except by a writing signed by Buyer and Seller.
This document is for use by The Electrode Store only.
159 W Mason Ave, Buckley, WA 98321
844.DPN.CHECK (844.376.2432)
Form F210 Rev. C