The undersigned (Customer) agrees to Alpha Laser, Inc. (Alpha Laser) terms and conditions set out below.
1. Payment for Goods
- “Goods” mean goods provided by Alpha Laser to Customer described in its invoice. This includes any goods derived from services such as cutting, bending, welding, assembly and design. Customer agrees to pay all sums as due. Unless otherwise agreed in writing, orders must be paid in advance F.O.B. California or Ex-Works from Alpha Laser’s place of business. Customer agrees that if it fails to pay any agreed amount when due, such unpaid sum shall incur interest at 1% per month or the highest rate allowed by law, whichever is higher. All sales are final upon receipt of the purchase price.
- Alpha Laser may accept Customer credit card payments after processing of Customer “Credit Card Term” application. C.O.D. shipments are accepted upon approval by Alpha Laser, Inc. on Customer “Company Check” form. Alpha Laser reserves the right to hold orders on any account over 30-days late, and place that account on a credit hold until current.
- Any returned check will place Customer’s account on “prepaid only” status. Accounts must be cleared in full before Alpha Laser will, in its sole discretion, evaluate whether account may return to company check status. In addition to all other remedies available, Alpha Laser will assess and Customer agrees to pay a $50 fee for any returned check.
- Alpha Laser reserves the right to change its prices at any time.
2. Product Specifications
The specifications provided by Alpha Laser in any written quotation are intended to be accurate. However, Alpha Laser reserves the right to change specifications and makes no claim about the suitability of its products for any particular intended purpose.
3. Change Orders; Cancellations
Customer shall pay Alpha Laser the full contract amount plus any and all expenses for changes, modifications, alterations relating to Goods as part of the purchase price. In such event, Customer must execute a written change order that will be effective once signed by Customer and counter-signed by Alpha Laser.
All Goods are shipped F.O.B. or Ex-Works from Alpha Laser’s place of business, unless otherwise specified. Unless Customer pays additional charges to have Alpha Laser deliver), Goods will be shipped via independent common carrier or LTL shipment. Customer is responsible for any loss or damage to shipments after leaving the point of origin, as well as recording any shortages, damages or losses on delivery receipt at time of delivery. A copy of such delivery receipt must be forwarded to Alpha Laser’s customer service department if damage or losses are claimed. All concealed damage, or damage not apparent until Goods are unpacked and examined, must be reported to such customer service department (address or telephone number identified in Alpha Laser invoice) within 72-hours of delivery. All concealed damage claims must be made within 5-days from delivery date. Customer is responsible for notifying carrier to perform an inspection of the damages on or after delivery. Packaging materials must be kept available by Customer for inspection. Failure to report a concealed damage claim as outlined above will affect Customer’s ability to fully recover damages and result in Customer assuming costs incurred for replacing or repairing damage.
5. Returns & Costs
- Customer cannot return Goods, unless there is a packaging error and in that case, damaged or incorrect Goods will be replaced. Once packing slip is signed and Goods delivered, Alpha Laser will not take responsibility for missing Goods. Alpha Laser may place Customer’s account “on hold” until paid in full, and will not be responsible or liable for any damages that may occur to Goods during shipment. Customer agrees that if Alpha Laser is charged for non-qualification or related credit card fee on any credit card payment or transaction relating to Goods, Alpha Laser may immediately charge or debit Customer’s credit card or other account in such amount.
6. DISCLAIMER OF WARRANTIES AND LIMITATION OF REMEDIES:
SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO GOODS OR GOODS PROVIDED BY SELLER.
NO PERSON HAS AUTHORITY TO MAKE ANY STATEMENTS ABOUT THE GOODS SOLD HEREUNDER AND SUCH STATEMENTS DO NOT CONSTITUTE WARRANTIES, SHALL NOT BE RELIED UPON BY THE BUYER, AND ARE NOT PART OF THESE STANDARD TERMS AND CONDITIONS. IN THE CASE OF NON-CONSUMER BUYERS, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
IN NO EVENT SHALL ALPHA LASER BE LIABLE TO CUSTOMER OR 3RD PARTY FOR DAMAGES INCLUDING BUT NOT LIMITED TO BODILY INJURY, PROPERTY DAMAGE, LOST PROFITS, SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF SALE, USE OR INABILITY TO USE GOODS.
If Customer fails to pay for Goods, Alpha Laser shall give Customer 3-days’ written notice to cure. Title to Goods shall not pass until Customer has paid the purchase price to Alpha Laser, without setoff or deduction. As it would be difficult or impractical to assess actual damages if Customer fails to pay for Goods and fails to cure as set out herein, Customer agrees that in addition to any other remedies Alpha Laser may have, Alpha Laser shall be entitled to retain any deposit or down payment as liquidated damages.
8. Liability Disclaimer
No language in any Alpha Laser quote, invoice or other document relating to Goods shall be construed as an admission of fault or liability by Alpha Laser if any mechanical or other defect results in injury to property or person.
Custom agrees to indemnify, defend and hold Alpha Laser harmless from all claims, losses, damages or injuries (including court costs and attorney’s fees) arising out of or associated with Customer’s or any 3rd party use or inability to use Goods.
Any notice, request, demand or communication under these Terms and Conditions shall be in writing to address listed on invoice and shall be effective immediately on personal delivery, fax or e-mail; 2-days later if sent by express mail; and 5-days later if sent by U.S. mail.
11.Governing Law, Arbitration & Attorney’s Fees.
These terms and conditions, and all sales of Goods shall be governed by California law without regard to its choice of law rules. Any dispute relating to the sale of Goods shall be resolved by final binding arbitration by a single retired judge or justice at JAMS (under its commercial arbitration rules). The parties stipulate to exclusive jurisdiction and venue in Riverside County, California. The prevailing party shall be entitled to recover their attorney’s fees and costs.
12. Intellectual Property Rights.
Any Intellectual Property Rights on a worldwide basis, including, without limitation, patentable inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship, moral rights, trademarks, service marks, trade names, trade secrets and all applications and registrations of all the foregoing results from the performance of these Terms of Sale that is conceived, developed, discovered or reduced to practice by Alpha Laser, shall be the exclusive property of Alpha Laser. Alpha Laser shall exclusively own all the rights, title and interest in and to the Goods and any and all inventions, works of authorship, layouts, know-how, ideas or information discovered, developed, made, conceived or reduced to practice by Alpha Laser, in the course of the performance of these Terms of Sale.
- The Terms and Conditions are binding on the parties, their successors and assigns and may only be modified in a writing signed by both parties.
- The Terms and Conditions constitute the entire agreement between the parties as to the subject matter hereof and supersede all prior oral or written representations or agreements that may have been made by either party.
- No waiver of full performance by either party shall be construed or operate as a waiver of any present or future default or breach of any provisions of these Terms and Conditions. If a provision is held invalid or unenforceable, it shall not affect the remaining provisions herein.