Terms and Conditions of Sale
These Terms and Conditions of Sale (“Terms and Conditions”) apply to all quotations made and\or sales contracts entered into by and between the Seller and the Buyer, whether in person, over the phone, or on-line.
1. Defined Terms:
“Buyer” means any individual, entity, or organization that contracts with the Seller for sales of goods or services of any kind.
“Seller” means Wisth Outdoor Products, LLC.
“Quote” means an itemization of the Seller’s estimated total cost to complete a particular job on the Buyer’s behalf.
“Approved Order” means a Quote which was provided to the Buyer and accepted.
“Product(s)” means item(s) produced for the Buyer in accordance with an Approved Order;
2. DURATION AND APPROVAL OF QUOTE: Quotes provided to the Buyer are effective for thirty (30) days from their date of issuance, unless otherwise agreed in writing between the Parties. No Quote shall become an Approved Order until confirmed by Buyer orally or in writing.
3. DELIVERY SCHEDULES & SUBCONTRACTING: Products shall be made available at the time set forth in the Quote which becomes Approved Order, or if no time is set forth in the Quote a reasonable time after the Approved Order. In the case of special items all dates shall be calculated based upon the time the Seller receives completed information from the Buyer necessary to proceed with design and manufacture of the items or Products detailed in the Approved Order. The Buyer agrees that the Seller may subcontract the creation of any items or Products called for in an Approved Order to a third party, at is sole discretion. Further, the Buyer agrees that the Seller may adjust any agreed upon schedule to account for delays or shortages caused by third party subcontractors or material suppliers and that the Seller shall not be liable to the Buyer for any loss or damage caused by such shortage or delay.
4. CANCELLATION: Any request for cancellation, modification or deferment of shipment of any Approved Order must be submitted in writing to Seller. The Buyer shall bear all the costs, losses, expenses, or other amounts, incurred by the Seller in complying with said request. The Seller shall not honor the Buyer’s request until the Buyer has paid said amounts in full.
5. DELIVERY: Buyer is solely responsible and must arrange for pick up of all Products purchased in an Approved Order. The Buyer shall pick up Products at a location and time to be specified by the Seller in the Seller’s sole discretion, and such pick up shall constitute delivery under these Terms and Conditions of Sale. Pick up times and locations shall be subject to change upon twenty-four hours’ notice to the Buyer. The Seller shall not be responsible for any damage or loss to any Products incurred during pick up. The Buyer shall bear the risk of any personal injury or injury to others incurred or caused by the Buyer’s handling of the Product during pick up.
6. DELAYS OUTSIDE OF SELLER’S CONTROL: The Seller shall not be responsible for any losses, expenses, or damages incurred by Buyer for delays or interruptions caused by strikes, accidents, material shortages, disasters or other events which are beyond the Seller’s control.
7. SUBSTANTIAL CONFORMITY: No Buyer shall have any right to reject or return as defective any Product on the basis that the Product’s designs, specifications, or appearance differ from the plans, details, specifications, and/or pictures provided to the Buyer in an Approved Order, as long as the Product substantially conforms to the description of the Product contained in the Approved Order.
8. PAYMENT TERMS:
Payment for Products. Unless there is another signed agreement between the parties, Buyer shall deliver payment in full to the Seller upon or prior to pick up or delivery.
Non-Payment by Buyer. The Seller may withhold further shipments of Products if payment is not made pursuant to the terms hereof for prior shipment. All amounts not paid when due shall be subject to interest at a rate of 4.5% per annum. The Seller, at its sole discretion, shall have the right to not fulfill any orders from a Buyer with an outstanding balance due to the Seller.
Taxes. Buyer shall be responsible for paying any and all taxes, import duties, or other fees and/or costs imposed on the items/Products/services provided by Seller.
9. SHIPPING POINTS AND RISK OF LOSS: Products are to be manufactured at the Seller’s workshop in Rubicon, Wisconsin and made available for pick up unless otherwise agreed, in writing, by the Parties.
10. WAIVER: The waiver by Seller of any right under these Terms and Conditions in any one instance, or the acceptance of a partial, single, or delayed payment or performance of any covenant by Buyer shall not operate as a continuing waiver or a waiver of any subsequent breach thereof.
11. INDEMNIFICATION AND HOLD HARMLESS: THE BUYER HEREBY AGREES THAT IT SHALL INDEMNIFY AND HOLD THE SELLER HARMLESS AGAINST ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO, THESE TERMS AND CONDITIONS, A QUOTE, AN APPROVED ORDER, OR ANY ORDER MADE BY THE BUYER, INCLUDING BUT NOT LIMITED TO: CONSEQUENTIAL DAMAGES AND LOST PROFITS ALLEGED TO HAVE BEEN SUFFERED BY THE BUYER OR ANY THIRD PARTY. HOWEVER, THIS SECTION 14 DOES NOT SEEK TO INDEMNIFY THE SELLER AGAINST LIABILITY ARISING FROM ITS OWN INTENTIONAL OR RECKLESS CONDUCT.
12. GOVERNING LAW & VENUE: These Terms and Conditions shall be governed by the laws of the State of Wisconsin, without regard to any choice of law regulations. Any claim, action or proceeding arising out of or relating these Terms and Conditions shall be filed and tried only by a court of competent jurisdiction sitting in the County of Dodge, State of Wisconsin, and the Parties agree not to assert, by way of motion, as a defense, or otherwise in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that such is in an inconvenient forum, that the venue of the action, suit, or proceeding is improper or that these Terms and Conditions or the subject matter hereof may not be enforced in or by such court. Each party irrevocably submits to the jurisdiction of any such court in any such action, suit, or proceeding.
13. ALL AMOUNTS REQUESTED: Buyer agrees to pay all amounts requested by the Seller including but not limited to: amounts due and outstanding, cancellation fees, lost profits, attorney’s fees, court costs, and all other costs incurred by the Seller. Buyer further agrees that all amounts due to the Seller are due immediately and on demand of the Seller.
14. CONFLICT OF TERMS: In the event that these Terms and Conditions conflict with any terms of the Buyer’s Approved Order, these Terms and Conditions shall control, unless the Parties agree otherwise, in a written document, signed by both Parties.
15. ASSIGNMENT AND DELEGATION: Buyer may not assign its right or delegate its performance hereunder without the prior written consent of the Seller, and any attempted assignment or delegation without such consent shall be void.
16. INTEGRATION OF CONTRACT: Buyer acknowledges that the Agreement and these Terms and Conditions constitute the full understanding of the Parties, and no terms, conditions, understandings, or agreement purporting to modify or vary the terms of this Agreement shall be binding upon the Parties unless hereafter made in writing and signed by the Party to be bound thereby.