SALES TERMS AND CONDITIONS – BlueWater Manufacturing, LLC
All prices are in US dollar Currency
Net 30 days
Bluewater Mfg LLC
2002 Karbach Street
Houston TX 77092
The placement of an order by the Buyer constitutes Buyer’s acceptance of these Terms and Conditions and Buyer’s agreement that these Terms and Conditions shall prevail over any inconsistent terms or conditions referred to in the Buyer’s order or in correspondence or elsewhere.
Returned goods policy
Seller will not accept the return of items made, specially procured, or especially finished to Buyer’s order. No goods shall be returned without the advance written consent (including RMA number) of the Seller. Credit cannot be allowed, or refund made on returns of less than $50.00 net value, except where Seller is at fault. Any returned goods will be subject to a 20% restocking fee and any additional rework costs.
Standard payment terms are net 30 days. Discounts are not applied to freight charges, sales tax or labor charges. All invoice payments are due net thirty days after invoice date. Products remain the property of BlueWater Mfg LLC until full payment of invoice. Accounts over 45 days of invoice date will be placed on hold until past due payments are cleared with our credit department. A 11⁄2% monthly finance charge, 18% annual rate, will be added to any outstanding balance over 30 days.
Prices are effective on the specific date of the current price list. Orders received on or after that effective date will be invoiced at the effective prices. Pricing is subject to change without notice.
General freight policy
All freight is Pre-Pay and Add when applicable unless directed by the Buyer to ship by other means. Xpress shipment methods (air, UPS red, etc.) when requested by the Buyer are not covered by this freight policy. This freight prepaid policy excludes engineered systems including tie-back anchors, permanent horizontal systems, horizontal lifeline posts and ladder safety systems. Shipment departure point, Ex Works, is determined by Bluewater LLC depending on stock location.
Any claim due to shortages and/or damages is the responsibility of the Buyer and carrier and must be indicated on the bill of lading by person receiving/signing for freight. Freight charges for any consigned shipments must be paid to and from Bluewater Mfg LLC facilities by the receiving party. Claims for shipping errors or shortage must be made in writing within 10 days of receipt of shipment.
All orders are subject to approval of Bluewater LLC credit department. Any disputes regarding invoices and payments must be made in writing to the attention of Bluewater LLC accounting manager within 30 days of invoice date to be considered. All orders should be confirmed in writing.
Retention of title and risk of loss
Title shall pass to Buyer only upon full payment by Buyer of the price of the products. Buyer shall, at Seller’s request, take any measures necessary under applicable law to protect Seller’s title in the Goods, and lawfully notify Buyer’s present or potential creditors of Seller’s title on and interest in the products. During the period between the delivery and the full payment of the price, the Buyer agrees that it: (a) shall serve as the bailee of the products solely for the benefit of Buyer, and (b) will not be entitled to resell, lend or otherwise transfer the products by any means, including by way of contract of pledge, security or otherwise.
All products manufactured by the Seller are covered against defects in materials and workmanship for a period of twenty-four (24) months from the date appearing on the delivery slip. The warranty does not cover defects arising because of improper storage, damages resulting from improper assembly after delivery, insufficient maintenance, and failure to follow operating instructions, abnormal working conditions, normal wear or willful or negligent damage. It does not apply to paints and coatings. The warranty does not apply to any product which is modified, altered, repaired or maintained by personnel not certified by the Seller. The Seller’s liability is expressly limited to the above-mentioned warranty.
Any products or parts shipped as the result of a warranty claim will be invoiced according to the terms and conditions set forth above. That invoice will be due and payable as described in payment terms described above. A credit will be issued only after 1) Bluewater Mfg LLC determines the warranty claim is valid, 2) the defective part or product is returned to Bluewater Mfg LLC and 3) the equipment is returned within twenty-four (24) months of date sold to the original purchaser. Freight to and from the Bluewater Mfg LLC warehouse is the responsibility of the Buyer. Any shipments not prepaid will be refused.
Notwithstanding any other provision of the Contract, the total maximum aggregate liability of the Seller to the Buyer arising out of, or related to, any breach of contract, including but not limited to liability in tort or at law, and regardless of whether the contract is terminated or not, shall be limited to the contract price regardless of any negligence or breach of duty on the part of the Seller. This limitation shall not apply in case of the Seller’s willful misconduct or fraud.
In no event shall Buyer be entitled to indirect, incidental, consequential, exemplary or punitive damages, or for lost profits, arising out of any breach of this agreement, even if Seller has been advised of the possibility thereof; except as may be expressly provided herein regarding the Seller’s willful misconduct or fraud.
Seller shall not be liable for advice or assistance that is not required for the work scope under this contract.
Notwithstanding anything in this Contract to the contrary, the Buyer shall protect, indemnify and hold harmless the Seller and its personnel from and against any and all damages, losses, claims, liabilities, costs and expenses (including, but not limited to, court costs and attorneys’ fees, settlements, judgments, punitive and exemplary damages, economic loss, loss of profits, fines and penalties) (the foregoing hereinafter referred to as “Losses”) arising out of or resulting from the Buyer’s (or any person acquiring products from or through Buyer) negligent use, misuse, or failure to install, use, operate or maintain, the products in accordance with the Seller’s instruction, specifications or directions or reasonable industrial practices. The Buyer further agrees to protect, indemnify and hold harmless the Seller and its representatives from and against any Losses unless such Losses are found by a tribunal having jurisdiction and final authority to have been proximately caused by the breach of the Seller’s warranties set forth above.
Unavoidable delays in delivery
Buyer assumes all risks of delays in delivery due to unforeseen circumstances like action by governmental authority, strikes, accidents, delays of carriers, fires, floods, unusually severe weather, acts of God, or causes beyond the Seller’s control. Seller will make commercially reasonable efforts to adhere to the delivery schedule specified in the Buyer’s order or on the face hereof, but no obligation to do so is hereby assumed.
Products and services sold by Seller are not intended for use in connection with any nuclear facility or activity related thereto, and Buyer warrants that it shall not use or permit others to use Seller’s products or services for such purposes, without the advance written consent of Seller.
These terms and conditions represent the entire agreement between the parties. No oral or written representation or warranty that is not expressly contained in this agreement shall be binding on either party. Buyer’s and Seller’s rights, remedies and obligations arising from or related to products or services sold under this agreement are limited to the rights, remedies and obligations stated in this agreement. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing. This agreement is only for the benefit of the parties, and no third party shall have a right to enforce any provision of this agreement.
Applicable Law and Jurisdiction
This agreement shall be governed by and construed in accordance with the laws of Delaware excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980). It is agreed that any dispute arising between the parties to this agreement will be settled exclusively before courts seated in Deleware and both Buyer and Seller agree to the exclusive jurisdiction of said courts.
4064 Peavey Road,
Chaska MN 55318