Terms and Conditions of Sale
Sportworks Global LLC (“Sportworks”) is herein referred to as the Seller and the customer or person or entity purchasing goods and/or services (“Products”) from Seller is referred to as the “Buyer.” These Terms and Conditions, any price list or schedule, quotation, acknowledgment, or invoice from Seller relevant to the sale of the Products and all documents incorporated by specific reference herein or therein, constitute the complete and exclusive statement of the terms of the agreement governing the sale of Products by Seller to Buyer. Seller reserves the right in its sole discretion to refuse orders.
1. Pricing. Unless otherwise specified by Seller, quotes are valid for 30 days from the date of issue and are exclusive of credit card fees, taxes, transportation, and insurance, which are to be borne by Buyer. All quotes are in US Dollars.
2. Taxes and Additional Fees. Any current or future tax or governmental charge (or increase in same) affecting Seller’s costs of production, sale, delivery, or shipment, or which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery, storage, processing, use or consumption of Products, shall be paid by the Buyer.
3. Terms of Payment. Unless otherwise specified or authorized by Seller, payment is due at the time of order. Any request by Buyer for credit will be reviewed by Seller and if approved, will be authorized for Net 30 terms. The Seller requires all payments to be made in U.S. currency. Seller shall have the right, among other remedies, either to terminate this agreement or to suspend further performance under this and/or other agreements with Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller hereby amend accordingly. The Buyer shall be liable for credit card processing fees, not to exceed 3% of the order amount. Buyer shall be liable for all expenses, including attorneys’ fees, relating to the collection of past due amounts. If any payment owed to Seller is not paid when due, it shall bear interest, at a rate to be determined by Seller, which shall not exceed the maximum rate permitted by law, from the date on which it is due until paid. Should Buyer’s financial responsibility become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be required by Seller for future deliveries and for the Products theretofore delivered. If such cash payment or security is not provided, in addition to Seller’s other rights and remedies, Seller may discontinue deliveries.
4. Shipment and Delivery. Shipment terms are Ex-Works. Risk of loss or damage and responsibility shall pass from Seller to Buyer upon dispatch of the shipment from Sportworks’ facility. Any claims for shortages or damages suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. While Seller will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Seller, all shipping dates are approximate and not guaranteed. Seller reserves the right to make partial shipments. Seller, at its option, shall not be bound to tender delivery of any Products for which Buyer has not provided shipping instructions. If the shipment of the Products is postponed or delayed by Buyer for any reason, Buyer agrees to reimburse Seller for any and all storage costs and other additional expenses resulting therefrom. Freight estimates are available upon request. Freight charges may vary between the initial estimate and the actual cost incurred at the time of shipment. Seller reserves the right to invoice actual freight charges incurred unless otherwise mutually agreed upon.
5. Lead Time. Stated lead times are based on normal production levels. Actual lead times may vary due to quantities ordered, seasonality, availability of parts and materials, and market demand. Orders with multiple items will be automatically consolidated and shipped based on the longest lead time stated unless otherwise requested. In cases of exceptional urgency, Seller may be able to accommodate a request to expedite an order to ship in less than the stated lead time, however, any added costs or fees incurred by Seller will be invoiced to the Buyer.
6. Returns. Returns will only be accepted for Products covered under warranty and with prior authorization. A Return Authorization (RA) number can be requested by contacting Customer Service at (425) 483-7000. Please have the following information available: part number, quantity, PO number, invoice or sales order number, and the reason for return. Returned shipments must include all original parts and paperwork. The RA number must appear on the exterior of each individual shipping container. RA numbers expire 45 days from the date of issue. Seller reserves the right to refuse non-warranty returns made more than six (6) months past the original date of delivery. A minimum restocking fee of 20% will be applied to all returned products not covered under warranty. A higher re-stocking may be applied based upon quantity, condition, item type, and age of the product. Freight charges are the responsibility of the returning party unless the Seller determines the Product is covered under warranty. Replacement Products will be invoiced at the time of shipment. Returns will not be allowed for Products that have been altered from their original factory condition.
7. LIMITED WARRANTY. Products are warranted to the original purchaser to be free from defects in material and workmanship under normal use and regular service and maintenance for a period of one (1) year from the date of shipment and will be replaced or repaired by Seller at Seller’s option without charge upon inspection by Seller confirming that no warranty exclusion applies. Seller will pay or reimburse shipping costs for valid warranty claims. Products repaired or replaced during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period or ninety (90) days from the date of repair or shipment, whichever is longer. This is the extent of Seller’s liability under this warranty and, upon the expiration of the applicable warranty period, all such liability shall terminate.
THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO THE PRODUCT AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS, DRAWINGS OR OTHERWISE.
Warranty Exclusions: Seller does not warrant Products against normal wear and tear, unauthorized modifications, alterations or repairs, improper installation or maintenance, accident, misuse, negligence, damage resulting from misuse, improper maintenance or unusual environmental conditions, acts of nature, natural discoloration of materials or components including, but not limited to, color fading and mild surface tarnish or (non-structural) rusting of stainless steel or if the Product is used for a purpose for which it was not recommended or designed by the manufacturer. Seller is not responsible for the cost of any unauthorized inspection, disassembly or repair that is not approved in advance by Seller. Except as expressly stated in this warranty, Seller shall not be liable for direct, indirect, incidental, or other types of damages arising out of, or resulting from the use of the Product.
Authority of the Parties: No soliciting agent, representative or employee of Seller shall have the power to waive any of the terms or provisions of Paragraph 8, to incur any additional obligations, make any additional representations or warranties on behalf of Seller, unless the same is evidenced by an agreement in writing signed by the President of Seller.
8. LIMITATION OF REMEDY AND LIABILITY. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED TO REPAIR OR REPLACEMENT UNDER THE LIMITED WARRANTY CLAUSE IN SECTION 7.
SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE AND IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT, OR OTHERWISE), SHALL SELLER’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC PRODUCTS PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AGREES THAT IN NO EVENT SHALL SELLER’S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, BUSINESS INTERRUPTION, LOSS OF USE OR REVENUE, COST OF CAPITAL, OR LOSS OR DAMAGE TO PROPERTY OR EQUIPMENT.
IT IS EXPRESSLY UNDERSTOOD THAT ANY TECHNICAL ADVICE FURNISHED BY SELLER WITH RESPECT TO THE USE OF THE PRODUCTS IS GIVEN WITHOUT CHARGE, AND SELLER ASSUMES NO OBLIGATION OR LIABILITY FOR THE ADVICE GIVEN, OR RESULTS OBTAINED, ALL SUCH ADVICE BEING GIVEN AND ACCEPTED AT BUYER’S RISK.
9. Excuse of Performance. Seller shall not be liable for delays in performance or for non-performance due to acts of nature, war, riot, fire, labor issues, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or action or other unforeseen circumstances or causes beyond Seller’s reasonable control.
10. Cancellation/Rescheduling. Buyer may cancel/reschedule orders only upon reasonable advance written notice—in no event less than ten business days before the scheduled ship date—and upon payment to Seller of Seller’s cancellation/rescheduling charges, including but not limited to, all costs and expenses incurred and to cover commitments made by the Seller and a reasonable profit thereon. Seller’s determination of such charges shall be conclusive.
11. Assignment. Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Seller, and any such assignment, without such consent, shall be void.
12. Drawings. Unless otherwise agreed to in writing, Seller’s prints, and drawings (including without limitation, the underlying technology) furnished by Seller to Buyer in connection with this agreement are the property of Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing, and sale. Possession of such prints or drawings does not convey to Buyer any rights or license, and Buyer shall return all copies (in whatever medium) of such prints or drawings to Seller immediately upon request.
13. General Provisions. These terms and conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these terms and conditions. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized representative of Seller. No conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. No waiver by either party with respect to any breach or default or of any right or remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver is expressed in writing and signed by the party to be bound. All typographical or clerical errors made by Seller in any quotation, acknowledgment or other documentation are subject to correction. The interpretation of this agreement and of the rights and obligations of the parties under this agreement, and all questions concerning the validity of this agreement, shall be governed by the laws of the State of Washington. Any suit, action or proceeding brought by either party to enforce any term or provision of this agreement, or to determine the validity of this agreement, or concerning this agreement or the subject hereof in any manner, shall be commenced and maintained solely in state or federal courts having jurisdiction at the Seller’s address set forth on the face hereof. The Convention for the International Sales of Goods does not apply to this agreement.