Stark Electronics Terms and Conditions
All sales of products by Absolute Quality Mfg. (hereafter “Absolute Quality”) are subject to and governed by the following terms and conditions which are part of the agreement of sale, and any term or condition submitted by Customer which may be inconsistent with or in addition to these terms and conditions shall not be applicable hereto or binding upon Absolute Quality. Absolute Quality’s failure to object to inconsistent or additional terms contained in any communications from Customer will not be a waiver of the terms hereof, and retention by Customer of any products delivered by Absolute Quality hereunder will be conclusively deemed acceptance of the terms and conditions hereof.
QUOTATIONS — Written quotations automatically expire thirty (30) calendar days from date issued, unless otherwise specified by Absolute Quality. Verbal quotations, unless accepted on day of quotation, expire the day on which they are made. All quotations are subject to these Terms and Conditions. All clerical and/or computational errors are subject to correction. All quotations to be binding, must list the actual quantities involved. Prices quoted are based on quantity ordered. Waivers, alterations or modifications from the terms and conditions of Absolute Quality’s quotation, including change in quantity ordered, are valid only when in writing and signed by an officer or authorized representative of Absolute Quality. If Absolute Quality accepts such change and the change causes an increase in the price of the goods quoted, Absolute Quality will adjust the price (in its reasonable discretion) and notify Customer of such adjusted pricing. Quoted prices do not include taxes or shipping charges.
PAYMENT TERMS — Unless otherwise specified, terms to Customers of satisfactory credit are net 30 days from date of invoice. In the event an invoice is over 30 days’ past due, Absolute Quality may charge a service charge of 1-1/2% per month (18% per annum) calculated from the original invoice due date. To avoid delay in filling orders, Customers without previous experience with Absolute Quality should include credit information or references with their first order or remit cash. Each shipment shall be a separate transaction and payment shall be made accordingly. If in the exclusive judgment of Absolute Quality, the financial condition of Customer at any time does not justify the commencement or continuation of shipment on the terms specified herein, in addition to other remedies it may have at law or in equity, make a written demand for full or partial payment in advance, suspend its performance until such payment is made, and cancel Customer’s order if such payment is not received by Absolute Quality within thirty (30) days after delivery in person or mailing of said demand by Absolute Quality. If shipments are delayed by Customer, payments shall become due from the date Absolute Quality is prepared to make shipment. Products held for Customer because of such delay in delivery shall be at the risk and expense of Customer. Absolute Quality will charge a 3.5 % processing fee for invoices subsequently paid by credit card after point of sale date.
DELIVERY, TITLE AND RISK OF LOSS — Delivery dates are approximate, not guaranteed and are based upon prompt receipt of all necessary information from Customer. Unless otherwise specified by Seller, delivery will be made and title will pass F.O.B. point of shipment to Customer, except that a security interest in the goods shall remain in Absolute Quality until full payment in cash has been made therefore and Absolute Quality may at Absolute Quality’s option repossess the same upon Customer’s default in payment and charge Customer with any deficiency. Customer waives its right to any judicial hearing prior to or subsequent to any such repossession. Each Customer order must state explicitly the preferred shipment method. In the absence of shipping instructions, or if the shipping instructions do not conform to Absolute Quality’s shipping procedures, Absolute Quality may ship goods in accordance with its standard procedures. All shipments shall be insured at Customer’s expense. Customer will pay for all shipping costs unless otherwise agreed upon. All claims for shipment errors or shortages must be made in writing within ten (10) days after Customer’s receipt of shipment. Absolute Quality’s liability for any shipping errors or shortages shall be limited to the invoiced value of the goods shipped. Claims for loss or damage in transit must be made against the carrier or Customer’s insurer.
PERFORMANCE — Absolute Quality shall be excused from performance and shall not be liable for delay in delivery or non-delivery, in all or in part, caused by the occurrence of any contingency beyond the control of Absolute Quality or its suppliers, including, but not limited to, war or military action, insurrection, riot, or civil disobedience, failure or delay in transportation, act of any government or governmental agency affecting the terms of the contract or otherwise; judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God or shortage of fuel or energy, raw materials, or labor; if any contingency occurs, Absolute Quality may allocate deliveries among its customers.
LIMITED WARRANTY — Absolute Quality warrants that it will repair or replace (whichever it deems advisable) any product manufactured and sold by it which is not in material conformance with Customer’s specifications within a period of ninety (90) days from the date of the original purchase for consumer, commercial or industrial use This warranty extends only to the initial purchaser and is not transferable or assignable without prior consent by Absolute Quality. Warranty service can be obtained in the U.S.A. by returning any defective product, transportation charges prepaid to Absolute Quality. An invoice or other proof of original purchase will be required before warranty service is rendered. If found defective under the terms of this warranty, repair or replacement will be made without charge, together with a refund for transportation costs. If found not to be defective, under the terms of this warranty, the Customer will be notified and, with Customer’s consent, the item will be repaired or replaced and returned to the Customer at its expense. This warranty covers normal use and does not cover damage which occurs in shipment or damage or defect which results from alteration, neglect, accident, design, outside of manufacturer’s specifications or improper installation, operation or maintenance.
OTHER THAN AS SET FORTH ABOVE, ABSOLUTE QUALITY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ITS GOODS. ABSOLUTE QUALITY SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES REGARDING ITS GOODS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM THE COURSE OF DEALINGS OR USAGE OF TRADE.
LIMITATION OF LIABILITY—IN NO EVENT SHALL ABSOLUTE QUALITY BE LIABLE FOR ANY DAMAGES OTHER THAN THE LIMITED WARRANTY SET FORTH ABOVE, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES; DAMAGES, COSTS OR EXPENSES FOR RECALL, RETROFIT, OR OTHER POST-SALE ACTION; LOST PROFITS; LOST BUSINESS OPPORTUNITY; ATTORNEYS’ FEES; DAMAGE TO BUSINESS OR BUSINESS RELATIONSHIPS OR LOSS OF GOODWILL, WHETHER FOR BREACH OR REPUDIATION OF ANY CONTRACTUAL TERM OR LEGAL DUTY IN CONTRACT TORT, STATUTE OR OTHERWISE, RELATING TO THE SALE OF GOODS BY ABSOLUTE QUALITY. Absolute Quality shall not be responsible for disassembling costs and shall not issue a refund for any goods in any assembled units.
CLAIMS — All shipments leaving Absolute Quality are packaged according to good standard packaging practice. Absolute Quality cannot be responsible for material damaged in transit. Responsibility for damaged shipment lies with the common carrier. When equipment is received in a damaged condition but with the shipping container intact, the customer should make a “Concealed Damage Report” to the carrier within three working days of delivery. All claims will be made by the customer to the common carrier. Whenever possible, Absolute Quality will render the Customer all possible assistance to secure satisfactory adjustment of damage claims. ALL CLAIMS FOR SHORTAGES OR SHIPPING ERRORS MUST BE MADE WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THE GOODS BY CALLING ABSOLUTE QUALITY AT 1 (612) 372-3199.
MODIFICATIONS — The foregoing supersedes all previous communications, representations or agreements either oral or written, with respect to the subject matter hereof and no representations or statements of any kind made by any representative, or employee or modifications of any of the foregoing provision, and no representation, promise or guarantee in connection with Absolute Quality products shall be binding upon Absolute Quality unless made in writing and signed by a corporate officer of Absolute Quality at Minneapolis, Minnesota.
Customer’s Intellectual Property– Customer shall defend, indemnify and hold harmless Absolute Quality and its officers, board of managers, members, and agents from and against any and all liability, costs, expenses (including attorneys’ fees), claims, and relief in connection with any claims or actions arising from or related to any alleged infringements of any patent, design, copyright, trademark, or other intellectual property right of a third party relating to the use, production, or sale of goods manufactured by Absolute Quality hereunder, either as such or as parts or units of complete entities, except for such goods as Absolute Quality manufactures under its own patent rights.
Delivery and Packaging – Any delivery dates shown on Absolute Quality’s quotations or other documents are estimates only and Absolute Quality shall have no liability for any loss or damage caused by delays in filling or delivering orders to Customer. Any packaging other than bulk packaging must be requested in writing by Customer and additional charges shall be made accordingly.
INDEMNIFICATION–Customer shall indemnify, defend and hold Absolute Quality and its officers, board of directors, shareholders, and agents harmless from and against all liability, cost and expense (including attorneys’ fees) for claims and actions of any kind by any third party for injury, death, or property damage arising out of or in any way connected with the use, possession or transfer of the goods manufactured and delivered hereunder, unless caused by the gross negligence or intentional misconduct of Absolute Quality.
Technical Advice–Any technical advice furnished by Absolute Quality to Customer before or after delivery of goods in regard to the use of any goods is furnished on the basis that it represents Absolute Quality’s best judgment under the circumstances but that it is used at Customer’s sole risk. Absolute Quality makes no representations or warranties relating to such technical advice.
GOVERNING LAW — The rights and obligations of Absolute Quality and Customer shall be governed by the laws of the State of Minnesota, notwithstanding any choice-of-laws rules that would otherwise dictate application of the laws of any other jurisdiction. Any dispute, controversy or claim involving Absolute Quality and Customer, or these Terms and Conditions, shall be venued in a state or federal court situated in Hennepin County, Minnesota and the parties each consent to the exclusive jurisdiction of such courts.
Costs and Attorneys’ Fees– In the event any action or suit is brought by either party by reason of any default under or breach of these Terms and Conditions by the other party, the prevailing party shall be entitled to recover from the non-prevailing party all of its costs and expenses, including reasonable attorneys’ fees.