1. AGREEMENT. This Agreement contains the entire agreement between the parties concerning its subject matter and supersedes all other written and oral statements and agreements, including terms and conditions contained in Buyer’s purchase order, between the parties and any prior course of dealing or industry practice. Seller expressly rejects any conflicting terms and conditions in Buyer’s purchase order. All rights of Seller shall inure to the benefit of its successors and assigns, and all obligations of Buyer shall bind Buyer’s permitted successors and assigns.
2. DELIVERY. Seller shall deliver the Equipment to Buyer, F.O.B., Buyer’s Destination as indicated in the “Ship To” address on the Sales Order. Packaging and delivery shall be made in accordance with Seller’s policies in effect on the date of delivery. Title to, and all risk of loss or damage with respect to, the Equipment shall pass to Buyer upon delivery at Buyer’s Destination. The time of delivery is subject to Seller’s receipt of all necessary information and documentation from Buyer, including all required certificates, licenses and documents required for export of the Equipment. Seller is not liable for any delays in delivery beyond the reasonable control of Seller and/or Seller’s suppliers, including but not limited to delays caused by unavailability or shortages of labor, fuel, power, materials, products or equipment at customary and reasonable prices, rates and times; natural disasters, pandemics, acts of war, fire, flood or other casualty, strike, riot, or governmental interference; failure or destruction of plant or equipment arising from any cause whatsoever; or transportation delays.
3. PRICE AND PAYMENT. Buyer agrees to pay Seller the full amount of the purchase price of the Equipment set forth in the Sales Order, including any schedules and/or addenda referenced therein, plus any costs and expenses due to Seller under the Agreement (collectively, “Price”), as they accrue. Buyer shall pay all federal, state, municipal and other government taxes (such as sales, use, and similar taxes), as well as import or customs duties, license fees and similar charges relating to this sale. Exemption certificates must be presented prior to delivery if they are to be honored. Seller may charge interest on all unpaid invoices at a rate equal to the lesser of (a) one and one-half percent (1-1/2%) per month calculated from the date due as set forth in this Agreement; or (b) the highest rate allowed by law. If Seller accepts payment by check, Buyer agrees to pay Seller an administrative fee of $100.00 for each check that is dishonored or returned “NSF”, regardless of the reason. Buyer warrants that all information that it provided Seller regarding its creditworthiness and ability to perform the Agreement is true and accurate.
4. CANCELLATION. For any Sales Order exceeding ten-thousand dollars ($10,000), Buyer shall not cancel the purchase of any Equipment referenced therein without the prior written consent of an authorized officer of Seller, which consent may be withheld in Seller’s sole discretion. If Seller consents to any cancellations of any Sales Orders of any amounts, Buyer shall pay Seller: (a) all expenses incurred by Seller at any time, including without limitation, transportation and handling charges, Seller’s sales commissions, other charges and expenses incurred by Seller with respect to the cancelled order, and Seller’s costs, overhead and administrative expenses; (b) the cost of all damaged parts, assemblies and mountings, including without limitation those damaged in the process of recovery, detachment, assembly and disassembly, and (c) the cost of any Equipment and parts that cannot be reused or resold, including without limitation any customized parts, assemblies and mountings that Seller is not able to reuse or resell, in Seller’s sole discretion. These remedies are in addition to all other remedies available to Seller for Buyer’s default. Seller reserves the right to cancel the Sales Order, and any part thereof, at any time and for any reason (which reason may remain unspecified) without incurring any liability or obligation to Buyer.
5. RETURN AND REFUND POLICY. Seller may issue Buyer a full refund for the Price of new, unused Equipment the Seller receives at the returns address, as stated on the Sales Order with proof of purchase within 30 days of the original shipping date. If Buyer returns new, unused Equipment more than 30 but less than 61 days after the shipping date, then such returns shall be subject to a Restocking Fee of a minimum of 15 percent (15%) of the Price of the Equipment. No refunds provided after 60 days from the shipping date. All returns are subject to approval. Returns with a valid proof of purchase may be refunded in cash or via in-store credit based on the original method of payment. Such refunds shall not include shipping, handling, and tax charges. Buyer is liable for any returns until they are received at Seller’s return address. Seller does not offer exchanges.
6. LIMITED EQUIPMENT WARRANTY. All third-party sourced Equipment is subject to the manufacturer’s warranty, if any, which can be found on the manufacturer’s website. Seller warrants all Equipment manufactured by Seller (“Scale-Tec Branded Equipment”), as follows: (i) Point Devices are warranted for a period of three (3) years from the date of purchase from Seller; (ii) load cells are warranted for two (2) years from the date of purchase from Seller; and (3) cables and connectors are warranted for thirty (30) days from the date of purchase from Seller. This limited warranty covers failures due to defects in material or workmanship on the device. This warranty is only applicable to the original end-user customer and begins on the date of original purchase from Seller. A Scale-Tec Warranty Document must be completed with end-user information and returned to Scale-Tec when the Scale-Tec Branded Equipment is delivered otherwise the warranty shall be invalid, null, and void. If you encounter a problem with any Scale-Tec Branded Equipment during the warranty period, you should contact Scale-Tec’s Service Department at 888-962-2344 about your potential warranty claim. Scale-Tec will assist in troubleshooting any issues. If it is determined, however, that a replacement is needed, Scale-Tec will provide you with a claim number. Scale-Tec may reject or return products without a claim number. Scale-Tec is not responsible for any damages that occur during shipping. Scale-Tec has no obligation to replace any Scale-Tec Branded Equipment that is no longer covered by the warranty. Scale-Tec also reserves the right to reject a warranty claim upon an examination of the Scale-Tec Branded Equipment and a determination that damage is not covered by the warranty. The maximum liability to Scale-Tec under this Warranty is equal to, and no more than, the original purchase price.
7. DISCLAIMER OF WARRANTIES. NO OTHER REPRESENTATIONS, GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY SELLER AND THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WHICH
ARE HEREBY EXPRESSLY DISCLAIMED AND WAIVED BY BUYER, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. SELLER SHALL HAVE NO RESPONSIBILITY FOR ANY PARTICULAR APPLICATION OR USE MADE OF THE PRODUCTS. NO SALESPERSON OR OTHER REPRESENTATIVE OF SELLER OR ANY OTHER PERSON, FIRM OR CORPORATION IS AUTHORIZED TO MAKE ANY OTHER REPRESENTATION, GUARANTEE OR WARRANTY ON BEHALF OF SELLER. SELLER SHALL NOT BE LIABLE FOR ANY EQUIPMENT THAT IS MODIFIED OR ALTERED BY BUYER OR ITS ASSIGNEE OR SUCCESSOR REGARDLESS OF WHETHER SELLER KNOWS OR IS AWARE OF SUCH MODIFICATION OR ALTERATION. ANY COMPUTER HARDWARE OR SOFTWARE INCLUDED IN OR RELATING TO THE EQUIPMENT THAT IS SUPPLIED BY A THIRD PARTY MANUFACTURER OR RESELLER OF SUCH HARDWARE AND SOFTWARE IS PROVIDED BY SELLER WITHOUT REPRESENTATION OR WARRANTY WITH RESPECT THERETO AND SELLER SHALL HAVE NO LIABILITY IN CONNECTION THEREWITH. BUYER AGREES TO COMPLY SUCH MANUFACTURER’S REQUIREMENTS WITH REGARD TO (A) USE, MAINTENANCE AND ANY OTHER MATTER, AND (B) THE PROPRIETARY AND SIMILAR RIGHTS IN AND TO SUCH HARDWARE AND SOFTWARE (INCLUDING ANY REQUIREMENT TO ENTER INTO A SEPARATE LICENSE AGREEMENT AND PROHIBITION AGAINST DUPLICATING OR DISCLOSING THE SAME), EVEN IF THE SEAL ON ANY “SHRINK WRAPPED” HARDWARE OR SOFTWARE HAS BEEN BROKEN BY SELLER. BUYER SHALL INDEMNIFY SELLER AGAINST, AND HOLD SELLER HARMLESS FROM, ANY AND ALL LIABILITY, COSTS, EXPENSES, ATTORNEY’S FEES AND DAMAGES ARISING FROM A BREACH OR PURPORTED BREACH OF SUCH REQUIREMENTS.
8. LIMITATION OF LIABILITY; INDEMNIFICATION. Seller shall not be liable to Buyer or anyone else for any direct, indirect, general, special, consequential, punitive, incidental or other damages, including any attorneys’ fees or costs, resulting from or arising out of, or alleged to arise out of, (i) this Agreement or any breach thereof, or (ii) the sale, financing, possession, delivery, non-delivery, installation, use, operation, repossession, or disposition of the Equipment, or (iii) any defects in, failures, malfunctions, repairs, replacements or alterations thereof (collectively, the “Indemnified Matters”). Buyer hereby indemnifies and holds Seller, its employees, officers, members, directors, managers, and agents harmless from and against any and all claims or suits (including, but not limited to those based on negligence, strict liability or any similar doctrine, and patent or copyright infringement) for any loss, damage, or injury sustained or allegedly sustained by any person in connection with the Indemnified Matters and, in this connection, shall pay the costs of all legal fees and all out of pocket costs and expenses incurred by Seller. This covenant of indemnity shall continue in full force and effect from the date of Buyer’s execution of this Sales Order Terms and shall survive the expiration, performance, acceleration, or termination of this Sales Order Terms Agreement and the applicable Sales Order.
9. DEFAULT AND REMEDIES. Upon Buyer’s default under law or this Agreement, Seller shall have all of the rights and remedies of a secured party under the Uniform Commercial Code, which rights and remedies shall be cumulative and not exclusive. If Seller and Buyer have entered into more than one Sales Order for the purchase of goods (collectively “Sales Orders”), including the Sales Order of which this is a part, Buyer’s default under any one such Sales Order shall constitute a default under all such Sales Orders and Seller shall be entitled to accelerate all payments due under all Sales Orders and any financing agreements and enforce its remedies for Buyer’s default under the Agreement and all other Sales Orders. Buyer is responsible for all costs and expenses reasonably incurred by Seller in exercising its rights and remedies, including without limitation Seller’s reasonable attorney fees, costs, disbursements and collection agency fees, regardless of whether a lawsuit is commenced. Buyer’s default may also result in such action as revocation of credit, delay or cessation of future deliveries, repossession of unpaid delivered goods, termination of this Agreement, or any one or more of these.
10. GOVERNING LAW; VENUE. This Agreement and all rights and obligations hereunder including matters of construction, validity and performance, shall be governed by the laws of the State of Iowa, without regard to any Iowa choice of law or other conflict-of-laws rules. Any dispute relating to this Agreement shall only be instituted and venued in Jones County, Anamosa, Iowa, or the United States District Court of the Northern District of Iowa (“Exclusive Venue”). Buyer waives all objections to venue in the Exclusive Venue, including forum non conveniens and agrees, if Buyer institutes an action in any other jurisdiction or venue, Seller shall have the right to dismiss the action in the other jurisdiction or venue and remove it to the Exclusive Venue. Buyer consents to personal jurisdiction in the State and Federal Courts in the Exclusive Venue.
11. SEVERABILITY AND WAIVER. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the enforceability of all remaining provisions of this Agreement will not be impaired and will remain in full force and effect. Neither the failure of nor any delay on the part of Seller to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof in any later instance. No waiver shall be effective unless it is in writing and is signed by an authorized officer of Seller.