APPLICABILITY: The sale of any and all Basta Boatlifts goods shall be conditioned upon, and subject to the following terms and conditions (“Terms and Conditions”) which shall form an integral part of any agreement between Buyer and Basta Boatlifts (Seller). Buyer’s acceptance of any quotation, proposal or offer made by Seller for the sale of its goods (collectively, “Quotation”) is expressly made subject to these Terms and Conditions and none of the Terms and Conditions may be added to, modified, superseded or otherwise altered except as revised in writing by Seller. All orders for goods received by Seller shall be governed only by these Terms and Conditions, notwithstanding any terms and conditions in any purchase order, release order, or any other form issued by Buyer. Seller hereby objects to any terms and conditions which may be found in any purchase order, release order, or any other form issued by Buyer and hereby notifies Buyer that they are rejected. Any services of Seller that are included in and/or provided in connection with the sale of any goods (“Services”) are conditioned upon and subject to Seller’s Standard Terms and Conditions of Sale (Service) that are in effect and are incorporated by reference as if fully rewritten in these Terms and Conditions and are attached to these Terms and Conditions or are available at Seller’s website or upon request of Buyer.
PRICE: Prices quoted by Seller shall remain firm for a period of thirty (30) days from the date of a Quotation; provided, however, that Seller reserves the right, at any time prior to the acceptance of a Quotation by Buyer to adjust said prices by providing written notice to Buyer regarding any such adjustment. Quotations provided are priced based on Buyer’s purchase of the entire scope of goods identified in a Quotation. If less than the entire scope of goods identified in a Quotation is ordered by Buyer, prices may vary. Unless otherwise stated in a Quotation, installation, commissioning, permitting, supervision and/or start-up services are not included in the price of goods to be provided by Seller. Buyer shall pay Seller to the extent of services provided, or for the quantity of goods shipped should Seller be unable for any reason to provide and/or ship the entire scope of goods identified in a Quotation. Prices quoted by Seller are exclusive of all taxes including federal, state, provincial and local use, sales, property or similar taxes, and Buyer shall pay all such taxes in full or shall reimburse Seller for any such taxes paid by Seller.
SCOPE OF GOODS AND SERVICES: The goods and Services provided by Seller pursuant to a Quotation are limited exclusively, at the express request of Buyer, to the goods expressly identified in such Quotation. As a result, Seller does not assume responsibility and/or liability for the failure to provide any other goods or Services. Modifications, additions or deletions to or from the scope referenced in a Quotation shall only be effective if evidenced in writing signed by Seller and the sale of any and all goods affected by such modification, addition or deletion shall be subject to these Terms and Conditions whether or not referenced therein.
PAYMENT TERMS: a 50% non-refundable deposit is required upon acceptance of Quotation unless otherwise provided in the Quotation. Balance must be paid by Buyer prior to delivery. All such bills are due upon presentation and Buyer hereby agrees to pay the same. Until payment in full is received for all work pursuant to this contract, Seller shall retain ownership to all equipment and material delivered to the customer or customer’s agent. If all amounts are not paid in when due, then Basta Boatlifts may immediately terminate any work on the job and may remove from the job site all equipment and materials. If the Buyer fails to timely pay invoices:
(1) Seller shall be entitled to suspend all work and deliveries, and issue a LATE CHARGE equivalent to the lesser of two percent (2%) per month (twenty four percent (24%) per annum) or the maximum rate allowed by law on all unpaid invoices or invoices not paid in accordance with these Terms and Conditions. Any partial payment received shall be credited first to accrued late charges and then to reduction of principal.
(2) Buyer shall reimburse Seller for all expenses, regardless of their nature or type (including attorney’s fees), related in any way to Seller’s collection of invoices not paid in accordance with these Terms and Conditions or otherwise incurred by Seller in the enforcement of these Terms and Conditions.
(3) Seller may enter upon the property and remove such materials and equipment from the work site without further legal process.
(4) Seller may declare the Buyer to be in default under this contract and terminate all rights of Buyer hereunder, without waiving its right to recover damages for such default.
(5) Seller may impose a lien on Buyer.
CANCELLATION: If the contract is cancelled for any reason, then the Buyer agrees to pay Seller for all work performed up to the time of such cancellation, including preliminary engineering and layout and, except for cancellation under Sections (1) and (5), and amount equal to twenty-five present (25%) of the contract price remaining unpaid as of the date of cancellation as Seller’s profit. Initial deposit paid is non-refundable.
This contract may be terminated upon:
(1) Mutual agreement of the parties
(2) The bankruptcy or appointment of a receiver for the Buyer
(3) An assignment for benefit of creditors made by the Buyer
(4) Any act of Buyer, or his agent’s, which prevents or inhibits Seller from timely performing its obligations under this contract.
(5) Default by Buyer hereunder.
CREDIT APPROVAL: All orders are subject to Buyer credit approval by Seller. Seller reserves the right to refuse shipment of any and all goods or provision of any and all Services identified in any Quotation or purchase order, to modify the payment terms identified therein or in Section 4 hereof or to cancel without penalty or charge any order or contract formed and concerning the goods and/or Services identified in the applicable Quotation or purchase order if, in its sole discretion and for any reason whatsoever, Seller requests and is unable to secure acceptable payment assurances from Buyer for the goods and/or Services identified in a Quotation or purchase order.
DELAYS: Unless otherwise identified in a Quotation, all shipments of goods are FOB Basta Boatlifts Bellevue, WA, as defined by Incoterms 2010, and all risk of loss with respect to any goods shipped shall pass to Buyer when such goods are delivered to the carrier at such warehouse. Title to goods shall transfer to Buyer upon Seller’s receipt of payment in full for all goods and Services provided pursuant to a Quotation and/or purchase order.
WARRANTIES: The sale of any and all goods manufactured by Seller (“Seller Products”) are conditioned upon, and subject to Seller’s Standard Warranty for such Seller Product in effect on the date of sale (incorporated by reference as if fully rewritten herein and a copy of which is attached to the Quotation or is available at Seller’s website or upon request of Buyer). Any verbal and/or written purchase order, release order or other form issued by Buyer to confirm any order issued pursuant to a Quotation or receipt of any of the goods identified in a Quotation shall serve as conclusive proof that Buyer has reviewed and agrees to be bound by the terms of Seller’s Standard Warranty.
SELLER’S STANDARD WARRANTY REPRESENTS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER TO BUYER WITH RESPECT TO THE GOODS PROVIDED UNDER A QUOTATION AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER HEREBY WAIVES ANY CLAIM THAT ANY EXCLUSIONS OR LIMITATIONS OF ANY WARRANTY PROVIDED BY SELLER DEPRIVE IT OF AN ADEQUATE REMEDY OR CAUSE ITS AGREEMENT WITH SELLER TO FAIL OF ITS ESSENTIAL PURPOSE. BUYER SHALL BE ENTITLED TO NO OTHER REMEDY REGARDLESS OF THE FORM OF CLAIM OR CAUSE OF ACTION, WHETHER BASED IN AGREEMENT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.
LIMITATION OF DAMAGES. SELLER SHALL HAVE NO LIABILITY TO BUYER OR ANY END USER OF GOODS OR SERVICES WITH RESPECT TO THE SALE OF GOODS OR PROVISION OF SERVICES UNDER A QUOTATION FOR LOST PROFITS OR FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND WHETHER ARISING IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH LOST PROFITS OR DAMAGES. SELLER’S DIRECT DAMAGES ARE LIMITED TO THE CONTRACT PRICE AND IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY DAMAGES WHATSOEVER IN EXCESS OF THE TOTAL PRICE PAID BY BUYER FOR GOODS AND/OR SERVICES REFERENCED IN A QUOTATION.
CONFIDENTIALITY; LICENSE: Without limitation, Buyer shall not, at any time disclose to any other person or entity any information provided to Buyer by and relating to the business of Seller including without limitation, plans and specifications and any other inventions, devices, formulas, processes, programs, software, listings, print-outs, documentation, notes, charts, manuals, programming aids, source codes, object codes, compilations, technology, know-how, price lists, costs, policies, techniques, trade practices, accounting methods, methods of operation or other data that Seller considers confidential, and trade secrets of every kind relating to Seller’s business, whether or not patentable or copyrightable. Such information shall remain the exclusive property of Seller and shall be returned to Seller upon request at any time. Further, these Terms and Conditions do not constitute a license or authorization of any kind for Buyer to use any of the trademarks or trade names owned or licensed by Seller.
INDEMNIFICATION/HOLD HARMLESS: SELLER SHALL NOT BE LIABLE FOR AND BUYER SHALL RELEASE, INDEMNIFY AND HOLD SELLER, OR ANY ENTITY AFFILIATED IN ANY WAY THEREWITH, HARMLESS FROM ANY CLAIMS, DEMANDS, DAMAGES (REGARDLESS OF THEIR TYPE, INCLUDING, BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL), GRIEVANCES, LOSSES AND EXPENSES, WHETHER KNOWN OR UNKNOWN, PRESENT OR FUTURE, ANY AND ALL LIABILITY, OF AND FROM ANY AND ALL MANNER OF ACTIONS, CAUSE(S) OF ACTION, INCLUDING BUT NOT LIMITED TO SUITS FOR CONTRIBUTION AND/OR INDEMNITY AND ALL SUITS IN LAW, IN EQUITY, OR UNDER STATUTE, OF WHATEVER KIND OR NATURE, ON ACCOUNT OF OR IN ANY WAY ARISING OUT OF ACTS OR OMISSIONS OF BUYER, ITS AGENTS, CONTRACTORS, EMPLOYEES OR ANY PERSON UNDER THEIR CONTROL AND RELATING IN ANY WAY TO THE GOODS AND/OR SERVICES PROVIDED UNDER A QUOTATION OR THE EQUIPMENT RELATED THERETO, INCLUDING, BUT NOT LIMITED TO BUYER’S USE, INSTALLATION, INCORPORATION OR SELECTION THEREOF.
CHANGES IN THE WORK: The Buyer may order changes in the work within the general scope of the contract consisting of additions, deletions, or other revisions. Seller shall not be required to make any such changes unless it first receives from the Buyer a written change order. Any addition, deletion or other revision which increases the costs or expenses of Seller shall be charged to the Buyer by Seller at its usual and customary rate. Such amounts shall be due to Seller on demand, in addition to any amounts otherwise due under this contract. Buyer hereby assumes any and all responsibility for any inaccurate or incomplete information contained therein. TO THE EXTENT THAT BUYER PROVIDES THE DESIGN FOR ANY GOODS OR SERVICES TO BE PERFORMED BY SELLER, BUYER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS SELLER AGAINST ALL CLAIMS, SUITS, AND CAUSES OF ACTION AND FROM ALL COSTS, EXPENSES, DAMAGES AND LIABILITIES (INCLUDING BUT NOT LIMITED TO ATTORNEYS AND CONSULTANTS FEES) FOR ACTUAL OR ALLEGED INFRINGEMENT OF ANY UNITED STATES OR FOREIGN PATENT, COPYRIGHT, TRADEMARK, INTELLECTUAL PROPERTY RIGHTS, OR PROPRIETARY RIGHTS OF THIRD PARTIES BY REASON OF THE USE, SALE, MANUFACTURE, OR DESIGN OF GOODS AND/OR SERVICES COVERED BY THESE TERMS AND CONDITIONS.
There will be a 25% restocking fee for any returned products.
CONSTRUCTION/REPAIR: Seller may charge the customer for any extra expense arising from any condition requiring additional work due to the fact that said condition was not disclosed to Seller prior to Quotation and therefore not reflected in the bid.
BOAT HOIST INSTALLATION: Seller is not responsible for installation of boat lift. Installation is to be done by Buyer or Buyer’s agent. Price does not include shipping, assembly or installation.
PERMITS: Unless otherwise designated, the Buyer shall secure and pay for all permits, mitigations, governmental fees and licenses required by local, State or Federal agencies.
SURVIVAL: Each section hereof intended for the benefit of Seller shall survive the delivery of the goods or expiration or termination of the Services outlined in a Quotation.
ENTIRE AGREEMENT: These Terms and Conditions and the applicable Quotation, together with Seller’s Standard Warranty incorporated herein by reference, represent the entire agreement between Seller and Buyer. THESE TERMS AND CONDITIONS AND THE PRICES SET OUT IN A QUOTATION SPECIFICALLY RECOGNIZE THE ALLOCATION OF THE RISKS OF PERFORMANCE OF THE PARTIES AS WELL AS THE LIMITATION OF LIABILITY AND DAMAGES AND THE RECOVERY OF COLLECTION COSTS, AND THE PARTIES EXPRESSLY AGREE THAT THESE LIMITATIONS ON REMEDIES, RESPONSIBILITY FOR COLLECTION COSTS, AND OBLIGATIONS TO INDEMNIFY ARE ESSENTIAL PARTS OF THE AGREEMENT BETWEEN THEM AND ARE SPECIFICALLY BARGAINED FOR. Any purchase order or other document issued by Buyer shall be deemed to (i) be solely for the record keeping convenience of Buyer, and (ii) confirm these Terms and Conditions and not add to, delete from, or otherwise change or modify these Terms and Conditions or those contained in a Quotation.
SEVERABILITY: The partial or complete invalidity of any one or more provisions of these Terms and Conditions shall not affect the validity or continuing force and effect of any other provision. If any portion of this these Terms and Conditions shall be determined to be invalid or unenforceable, that portion shall automatically be modified to the extent necessary to make it valid. Notwithstanding the foregoing, such determination of invalidity or unenforceability shall not affect any other portion of these Terms and Conditions and such other portions shall remain in full force and effect.
GOVERNING LAW; JURISDICTION: Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration before one arbitrator in King County, Washington, pursuant to RCW Chapter 7.04, and judgment on the award may be entered in any court having jurisdiction thereof. In the event Company takes any action to enforce any of its rights under this contract, the Buyer agrees to pay any and all costs and expenses incurred by Seller therein, including, but not limited to, attorney’s fees, whether any arbitration is commenced hereunder, and any other costs and expenses of collection. Seller and Buyer hereby irrevocably consent to the jurisdiction of the courts of King County, Washington.
ENGLISH LANGUAGE: Buyer and Seller confirm that it is their wish that these Terms and Conditions and each Quotation as well as all other documents relating to these Terms and Conditions and each Quotation, including notices, be drawn up in English only.
Downloadable version: TERMS AND CONDITIONS OF SALE