TERMS AND CONDITIONS OF SALE
Terms and Conditions The BLUERIDGE Company.com, Inc. (BLUERIDGE) Terms and Conditions of sale are contained in this document. No other terms, conditions, modifications or amendments are binding unless signed by BLUERIDGE. While Customer may use its own purchase order forms, the terms and conditions of this Agreement prevail. Washington State law governs this Agreement.
Delivery BLUERIDGE uses its best efforts, in the ordinary course of its business, to make deliveries as specified; however BLUERIDGE will not be liable for any damage, consequential or otherwise, arising from its failure to meet any delivery date. Also, BLUERIDGE may make partial shipments of products and may invoice separately for each partial shipment. A partial shipment of products does not relieve Customer's obligation to accept shipment of the remainder of the order. BLUERIDGE offers free shipping in the Contiguous United States on orders exceeding $300 and excluding any pallet freight that ships via common carrier. On all other orders shipping and freight must be calculated on a per order basis.
Risk of Loss Customer assumes the risk of loss for all products ordered by Customer at the time the products are delivered F.O.B. to Customer. Title of all products ordered by Customer passes at the time the products are fully paid for. Customer agrees that BLUERIDGE holds purchase money security interest in the ordered products until such time as full payment is made. BLUERIDGE may file a financing statement to protect its security interest. BLUERIDGE may charge Customer for storage if the products are not picked up as agreed or Customer does not give BLUERIDGE timely instructions to deliver the products.
Payment BLUERIDGE will invoice Customer for the purchase price of products in accordance with BLUERIDGE's written policies. Services provided by BLUERIDGE will be invoiced at the time they are performed. BLUERIDGE may include in any invoice charges for freight, handling, taxes and any other amount Customer owes to BLUERIDGE. BLUERIDGE may require Customer to pay all or part of the amount in a Proposal before BLUERIDGE is obligated to order any products or perform any service. If Customer does not pay any invoice within fifteen (15) days of issuance, then the unpaid balance will bear interest at the rate of one and one-half percent (1½%) per month or at the maximum rate permitted by applicable law, whichever is less. Interest charges are in addition to and do not limit any other rights or remedies that BLUERIDGE may have under this Agreement, at law or in equity. Customer agrees to pay any attorneys' fees and costs incurred by BLUERIDGE in the collection of any delinquent amount due BLUERIDGE. As buyer, Customer is responsible for all taxes arising out of or related to all products and services provided by BLUERIDGE, including all applicable sales, use and excise taxes, which are in addition to the amount owed BLUERIDGE for its products and services.
Termination Customer may not terminate its obligations under this Agreement except by giving BLUERIDGE written notice no more than fifteen (15) days after the date of order or the date any service is requested. Upon termination both Customer and BLUERIDGE are relieved of all further obligations under this Agreement except Customer's continuing obligation to pay BLUERIDGE, a restocking fee of Twenty percent (20%) plus any freight charges, the balance due on any outstanding invoice, including invoices for any custom-manufactured products ordered by Customer that are in transit, and any invoices for costs incurred by BLUERIDGE resulting from Customer's termination of this Agreement.
Acceptance Customer must notify BLUERIDGE in writing within two (2) business days of the date products are physically received if Customer believes that any product does not conform to the terms of Customer's order. BLUERIDGE may elect to cure any defect identified by Customer, in which case BLUERIDGE's cure is Customer's sole remedy. Upon completion of BLUERIDGE's cure, the product or products will be deemed to conform to the Customer's order and Customer's acceptance is presumed. Under no circumstance is Customer entitled to revoke an acceptance of any product. Customer's failure to timely report defects will void any right to return any product for credit or replacement. Errors in orders shipped by BLUERIDGE must be reported within two (2) days after the receipt of products by Customer.
Returns Customer may return for credit, but only after receiving BLUERIDGE's written consent, new, unused products currently sold by BLUERIDGE. Each returned item is subject to a restocking charge equal to Twenty Five Percent (25%) of the purchase price of the product plus any freight charges. Non-stocked, special order, overnight, second day freight or used products may not be returned for credit. BLUERIDGE, at its sole discretion, may agree to repurchase from Customer non-stocked, special order or used products at a negotiated price.
Warranty All BLUERIDGE products are sold with a Limited Warranty Policy. Any BLUERIDGE warranty is voided by misuse, accident, modification, unsuitable physical or operating environment, improper installation or maintenance, removal or alteration of any product or parts identification label, or any failure caused by a product for which BLUERIDGE is not responsible. Unless BLUERIDGE specifies otherwise, and to the maximum extent permitted by applicable law, BLUERIDGE provides third party Products and Services WITHOUT WARRANTIES OF ANY KIND. However, third party manufacturers or suppliers may provide their own warranties to Customer.
LIMITED WARRANTY Each BLUERIDGE product has a specifically stated Limited Warranty Policy. The BLUERIDGE Limited Warranty is only offered to the original Customer and is nontransferable. BLUERIDGE's Limited Warranty is the original Customer's sole and exclusive remedy for any breach of warranty. Such warranty is the sole warranty made by BLUERIDGE with respect to the product or service purchased or provided to Customer by it and is in lieu of all other warranties by BLUERIDGE, express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.
CONSEQUENTIAL DAMAGES Notwithstanding anything to the contrary, BLUERIDGE shall have no liability, whether arising in contract, tort, or otherwise, for loss of capital, loss of product, loss of profit, loss of use, loss of power, power outages, cost of replacement power, or any indirect, special, incidental or consequential damage.
LIMITATION OF LIABILITY Except for insured claims by third parties, BLUERIDGE's liability to Customer arising out of or relating to the sale of any products or services pursuant to this or Customer's Agreement cannot exceed the purchase price paid by Customer to BLUERIDGE for any such products or services.
Waivers Waiver of any provision of this Agreement or any right or obligation under this Agreement is not effective unless set forth in writing and signed by the party agreeing to the waiver. Any waiver is effective only to the specific matter waived and is not a continuing waiver unless expressly stated.
Force Majeure If BLUERIDGE's performance is delayed, impeded or rendered more costly to BLUERIDGE by an event of Force Majeure, then the price for any BLUERIDGE products ordered may be increased by BLUERIDGE to compensate for its increased costs. Force Majeure may also extend the estimated delivery date on a day-by-day basis without default.
Arbitration Any dispute between BLUERIDGE and Customer shall be first addressed by mediation and then, if necessary, resolved by binding arbitration in Seattle, Washington under the Expedited Procedures of the American Arbitration Association.