TERMS OF SALE
The following Terms and Conditions of Sale (“Terms of Sale”) shall apply to and form a part of all sales and distributions of the products (“Products”) of Surface-Tech, LLC, an Oregon limited liability company (“Surface Tech”). Any sale of, or acceptance by SurfaceTech of an offer to purchase/purchase order, Products is expressly limited to the terms of these Terms of Sale and any additional or different terms provided by you or added to any purchase order, invoice, business form, or acknowledgement are expressly rejected, and no subsequent performance or delivery by SurfaceTech shall be considered an acceptance of any such inconsistent or additional terms.
Orders. You may place an order for Products by issuing a binding written purchase order for all Products requested to be delivered by SurfaceTech by facsimile or email as instructed by SurfaceTech (an “Order”). The Order shall set forth the quantity of Product requested, and the requested delivery date and location. You may not alter, cancel, reschedule, or delay the delivery of an Order, without the express written consent of SurfaceTech, provided however that SurfaceTech will endeavor to accommodate all reasonable requests. Many factors influence the lead times and availability of the Products. SurfaceTech makes no representation or warranty that Product will be in stock, or that any set lead-time is guaranteed. Surface Tech shall endeavor to fulfill all Orders, but shall have no liability for a failure to so do. Products shall be shipped FOB origin. In absence of specific routing instructions, SurfaceTech will exercise its judgment to route shipments advantageously. SurfaceTech assumes no responsibility for carrier charges.
Pricing and Payment. Invoices shall be issued upon delivery of Products to the carrier. Unless otherwise stated, payment terms are NET 30 of invoice. Notwithstanding the foregoing, SurfaceTech reserves the right to alter or amend Distributor’s payment terms if, in SurfaceTech’s opinion, your financial condition does not justify shipment of Products at the then-current terms, or where you owe past due amounts to SurfaceTech, up to and including requiring prepayment in full. Payment shall be in U.S. dollars and in immediately available funds. Surface Tech reserves the right to assess interest on overdue payments at a rate of one-and-one-half percent (1½%) per month (or the maximum rate allowed by applicable law, whichever is less) from the due date until paid in full.
Fulfillment and Delivery. Many factors influence the lead times and availability of the Products. SurfaceTech makes no representation or warranty that Product will be in stock, or that any set lead-time is guaranteed. Surface Tech shall endeavor to fulfill all Orders, but shall have no liability for a failure to so do. Products shall be shipped FOB origin, meaning that Surface Tech is responsible for delivery to the carrier, and that you shall be responsible for all freight, insurance, duty, taxes, and other costs and expenses applicable to the transportation of the Products (in addition to the purchase price for Product), and that risk of loss for Products passes to you upon delivery to the carrier. In the absence of specific routing instructions, SurfaceTech will exercise its judgment to route shipments advantageously. SurfaceTech assumes no responsibility for carrier charges.
Taxes. You will bear, all legally imposed transaction taxes, duties, and import or export taxes or charges, on the Products including, but not limited to, sales, excise, use, value added, goods and services, provincial sales tax, consumption and business taxes, and other similar transaction-based taxes.
Returns. You may not return any Product to Surface Tech without the prior written authorization of SurfaceTech and a valid Return Materials Authorization (“RMA”) number. Any authorized Product return must contain the RMA number and SurfaceTech-provided RMA form.
Limited Warranty. The following Limited Warranty gives you specific legal rights, however, you may have other rights that by vary country, province, and/or state. Except as permitted by applicable law, SurfaceTech does not exclude or limit other rights you may have. To understand your rights, please consult the laws of your country, province, and/or state. To the extent permitted by law, this Limited Warranty and the remedies set forth in this section are exclusive and in lieu of all other warranties, remedies, and conditions, whether oral or written, and whether express, implied, or statutory.
What is covered by this Limited Warranty? SurfaceTech warrants – to the original purchaser of the Products, from SurfaceTech or an authorized dealer, for use according to the terms and conditions of this Limited Warranty – that the Products will be in materials or workmanship for a period of ninety (90) days from the date of purchase by the original purchaser (“Warranty Period”).
What is not covered by this Limited Warranty? The Limited Warranty is limited and does not provide any remedies with respect to: (1) damage caused by use of the Products with any third-party product, good, or service; (2) defects or damage caused by misuse, accident, neglect, abuse, alteration, modification, or combination of any person other than SurfaceTech; and (3) any other issue not expressly covered. This Limited Warranty extends only to original end-user purchaser and is not assignable or transferable to any subsequent purchaser or user.
What is SurfaceTech obligation in the event of a breach of this Limited Warranty? If during the Warranty Period you submit a valid claim to SurfaceTech, your sole and exclusive remedy, and SurfaceTech’s sole and exclusive responsibility, under this Limited Warranty will be, at SurfaceTech’s option, to provide Product to resupply the Product, or to refund you the amount paid to SurfaceTech, if any, that is subject to the warranty. To obtain warranty service, subject to this Limited Warranty, please send written correspondence, together with proof of purchase, to SurfaceTech at the address specified at the bottom of these Terms of Sale.
THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, HOWEVER YOU MAY HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LAW, WHICH VARY BY COUNTRY, PROVINCE, AND/OR STATE. EXCEPT AS PERMITTED BY LAW, SURFACETECH DOES NOT INTEND TO LIMIT ANY RIGHTS YOU MAY HAVE.
Disclaimer Of Warranties. THIS LIMITED WARRANTY AND ANY WARRANTY OR REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, ARE THE ONLY WARRANTIES MADE BY SURFACETECH REGARDING THE PRODUCTS, AND STATE YOUR SOLE AND EXCLUSIVE REMEDIES FOR A BREACH OF WARRANTY OR CONDITION. EXCEPT FOR THIS LIMITED WARRANTY THE PRODUCTS PROVIDED “AS IS”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, AND SURFACETECH DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND TERMS, WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR BY COMMON LAW, CUSTOM, USAGE, OR OTHERWISE, INCLUDING WITHOUT LIMITATION PERFORMANCE, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NONINFRINGEMENT. SURFACETECH DOES NOT WARRANT THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THE PRODUCTS WILL BE COMPATIBLE WITH THIRD PARTY PRODUCTS, GOODS, OR SERVICES. IF SURFACETECH CANNOT LAWFULLY DISCLAIM SUCH WARRANTIES, THEN TO THE EXTENT PERMITTED BY LAW, SURFACETECH LIMITS THE DURATION OF SUCH WARRANTIES TO THE MINIMUM TIME PERMITTED UNDER SUCH LAW, AND LIMITS YOUR REMEDIES TO, AT SURFACETECH’S OPTION, THE REPLACEMENT, OR REFUND DESCRIBED ABOVE. SOME STATES, COUNTRIES, AND/OR PROVINCES DO NOT ALLOW LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY OR CONDITION, AND ACCORDINGLY THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Limitation of Liabilities and Remedies. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SURFACETECH IS NOT, IN ANY EVENT, LIABLE OR RESPONSIBLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY NATURE WHATSOEVER, RESULTING FROM OR ARISING OUT OF ANY BREACH OF THIS LIMITED WARRANTY OR OTHER WARRANTY OR CONDITION, USE OF THE PRODUCTS, OR UNDER ANY LEGAL THEORY INCLUDING WITHOUT LIMITATION FOR: (I) COST OF ANY REPLACEMENT PRODUCTS, GOODS, OR SERVICES; (II) LOST ACTUAL OR ANTICIPATED REVENUE, PROFITS, OR SAVINGS, OR LOSS OF BUSINESS OR LOSS OF OPPORTUNITY; (III) LOSS OF GOODWILL OR REPUTATION; (IV) DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE; (V) THIRD-PARTY CLAIMS; OR (VI) ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY; EVEN IF SURFACETECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will SurfaceTech’s total cumulative liability for all damages or loss exceed the actual price of paid to SurfaceTech by you subject to your claim, even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this Limited Warranty. Multiple claims will not expand this limitation. Some states, countries, and/or provinces do not allow the exclusion or limitation of incidental or consequential damages so the above limitations or exclusions may not apply to you.
General. If a provision of these Terms of Sale is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of these Terms of Sale shall not be impaired. These Terms of Sale are governed by the laws of the State of Oregon, United States of America, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing these Terms of Sale. Any action or proceeding arising out of these Terms of Sale shall be litigated in courts located in Multnomah County, Oregon. Each party consents and submits to the jurisdiction of any local, state, or federal court located in Multnomah County, Oregon. These Terms of Sale contains the entire understanding of the parties regarding the subject matter of these Terms of Sale and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of these Terms of Sale.
If you have any questions concerning these Terms of Sale and Limited Warranty please contact Surface Tech at:
402 W. Broadway / Suite 400
San Diego, CA 92101
Attn: Steve Santa Cruz, President