Terms and Conditions of Sale
1. Application of Terms and Conditions.
The terms and conditions set forth herein constitutes a final, complete and exclusive statement of terms of sale and purchase between Smith Enterprise, Inc (SEI) and its dealers ('Dealer'). SEI’s acceptance of any order is expressly conditional upon Dealer's asset to each of such terms and conditions. SEI hereby objects to all terms or conditions contained in dealer’s purchase order or other business forms (or which otherwise are proposed by dealer) which are in addition to or different from the terms and conditions set forth herein. Any such additional or different terms or conditions shall be of no force or effect whatsoever, unless otherwise expressly agreed to by SEI in writing.
2. Acceptance of Orders.
All orders are subject to SEI's acceptance. In addition to any specific rights of rejection set forth herein, SEI shall have the right for any reason whatsoever, to reject any order, in whole or in part.
3. Ordering Procedures.
Each of Dealer's orders shall be subject to the ordering procedures set forth from time to time in SEI's Dealer Price List.
4. Dealer Discounts.
Pricing shall be subject to any dealer discounts which SEI may elect to afford to its dealers, and which are set forth from time to time in SEI's Dealer Price List. All such discounts shall be subject to change or withdrawal by SEI at any time, without advance notice. Discounting will vary, depending on the individual product and quantity ordered.
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Prices only include Excise Tax. Dealer shall pay all applicable taxes, unless tax exemption certificates in forms satisfactory to AL are supplied to SEI by Dealer.
6. Payment Terms.
A. Custom rifle builds require a non-refundable 50% deposit, due immediately upon acceptance of offer to build. This deposit is required of both Dealers and Retail customers. The remaining 50% balance is due immediately upon completion of the build. The weapon will not be shipped from SEI until full payment is received. Any exception to this provision must be fully coordinated with SEI. Federal Excise Tax may apply to certain rifle builds.
B. All payments must be in cashier's check, money order, VISA, MasterCard or Discover unless credit or dealer checks have been pre-approved by SEI, at its sole discretion. All payments should include sufficient funds for shipping and insurance.
C. SEI's election to extend credit to Dealer with respect to any particular order shall not obligate SEI to extend credit with respect to any subsequent orders. If credit is extended, SEI shall have the right to establish credit limits, and such credit limits or any other financial requirements may be modified by SEI from time to time, at SEI's sole discretion.
D. If Dealer becomes delinquent in payment obligations or other credit or financial requirements established by SEI, or if the sole judgment of SEI, Dealer's credit standing becomes impaired, SEI shall have the right to refuse to accept further orders, to cancel any unshipped orders or portions thereof, to stop any shipments in transit, and to declare all outstanding amounts immediately due and payable, notwithstanding any credit terms previously in effect. SEI may exercise any or all of the aforesaid remedies.
Interest shall accrue on all delinquent amounts at the rate of one and one-half percent (1-1/2%) per month (eighteen percent [18%] per annum) from the due date of invoice. However, if the maximum rate of interest permitted by applicable law or regulations is less than that provided for herein, such interest shall be reduced to the maximum allowable rate.
8. Shipments and Deliveries.
A. Minimum shipping charge: $15.00. Any charges in excess of $15.00 will be coordinated with the Dealer and payment must be made by the Dealer for these excess charges at that time. Minimum shipping for complete rifles to the original 48 States is $80.00 for each weapon. Rifles are insured for a minimum of $2,000.00. All risk of loss of or damage to products in transit shall be borne by Dealer. All Dealers are hereby advised to insure all products for shipment.
B. SEI shall have the right to select the means of shipment. However, such selection shall not serve to alter the foregoing provisions concerning payment of freight, insure and risk of loss or damage. Rifles will be shipped via UPS three day delivery minimum service. Ground shipment will not be utilized for weapons.
C. SEI shall have the right to make partial shipments with respect to Dealer's orders, which shipments shall be invoiced separately and paid for when due without regard to subsequent shipments. Delay in shipment or delivery of any particular installment shall not relieve Dealer of its obligation to accept the remaining installments.
D. SEI shall endeavor to ship accepted orders within a reasonable time. However, SEI shall not be held liable to Dealer for any damages, whether incidental, consequential or otherwise, for failure to fill orders or delays in shipment or delivery.
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9. Product Shortages.
In the event of product shortages, SEI shall have the right to allocate the available supply among its customers on a case-by-case basis, in a manner deemed equitable by SEI under the particular circumstances. Dealers are hereby advised that SEI’s contractual obligations in support of US wartime government contracts take precedence over any obligations to the retail sector. In the event of existing US Government (USG) contractual obligations, SEI will advise affected Dealers and retail customers.
All rescheduled orders shall be billed at the pricing in effect at the time of shipment.
Returns will be processed immediately upon receipt of return request.
No products may be returned for credit or replacement because of Dealer's desire to adjust its stock, unless prior written authorization is received from SEI. Any such authorized returns shall be shipped by Dealer, F.O.B., SEI's warehouse. The return must be accompanied by Dealer's original invoice and SEI's return authorization form, and shall be subject to a restocking fee of $25.00 or 20% of the price originally charged to Dealer, whichever is greater. Freight charges are not refundable. Shipping charges will be assessed on exchanged product.
12. Product Changes.
SEI shall have the right, at any time, to change the design of any product or discontinue selling any product or accessory, without advanced notice to Dealer. Dealer shall have no claim against SEI for SEI's failure to furnish products, parts or accessories of the model, design or type previously supplied, or for failure to install modifications in products purchased previously.
13. Force Majeure and Damage Limitations
Apart from any specific terms and conditions set forth herein excusing SEI's performance or limiting its liability:
A. SEI shall be excused from any failure or delay in performance resulting directly or indirectly from product shortages, inability to obtain raw materials from usual sources of supply, transit failure or delay, labor disputes, governmental orders or restrictions, fire, acts of nature, accident, war, civil disturbances, or any other causes beyond SEI's reasonable control.
B. UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, SEI SHALL NOT BE LIABLE TO DEALER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES IN CONNECTION WITH ANY MATTERS RELATING DIRECTLY OR INDIRECTLY TO DEALER'S PURCHASES FROM SEI, OR OTHERWISE PERTAINING TO THE BUSINESS RELATIONSHIP BETWEEN SEI AND DEALER, EVEN IF DEALER HAS ADVISED SEI OF THE POSSIBILITY OF SUCH DAMAGES.
Each of the terms and conditions set forth herein shall be severable from the others, in the event of a judicial determination that any such terms or conditions are unlawful or unenforceable. The remaining terms and conditions shall remain in full force and effect, and shall not be impaired or invalidated in any matter.
15. Applicable Law.
The relationship between SEI and Dealer (including any construction or interpretation of these terms and conditions) shall be governed and construed in all respects in accordance with the law of the State of Arizona, without regard to Arizona’s' conflicts of law rules.
16. Forum for Disputes and consent to Jurisdiction.
Any litigation instituted by Dealer against SEI pertaining directly or indirectly to the business relationship between Dealer and SEI shall be filed by Dealer before a court of competent jurisdiction and venue in the State of Arizona. If SEI elects to institute litigation against Dealer in Arizona, Dealer shall be deemed to have consented irrevocably to the in personam jurisdiction and venue of the Arizona courts, and service of process may be made upon Dealer as provided by Arizona law.
17. Changes in Terms and Conditions.
SEI reserves the right to change any or all of the terms and conditions set forth herein, without advance notice to Dealer. No changes shall be binding upon SEI unless issued or assented to by SEI in writing.
18. Customer-provided parts and materials.
SEI is not responsible for theft or loss of customer-provided parts, materials, or complete firearms.
19. Customer modifications to parts and services.
Any problems with parts or services must be referred to SEI upon receipt, without modification by the customer or third party. SEI guarantees and warranties only parts and services that have been provided directly from SEI or its authorized services.
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