VENDOR TERMS & CONDITIONS
Please see the Vendor Terms and Conditions for detailed information.
PRODUCT ORDERING: TERMS & CONDITIONS ON OPEN ACCOUNT
1. BY DOING BUSINESS WITH OUT OF THE BOX MANUFACTURING (“OBMFG”) THROUGH THE USE OF OBMFG’S WEBSITE OR CATALOG OR OTHERWISE BY CONTACTING OBMFG FOR THE PURPOSE OF PLACING AN ORDER, YOU BECOME A CUSTOMER OF OBMFG. AS A CUSTOMER, YOU AGREE THAT ALL ORDERS PLACED BY YOU (OR ON YOUR BEHALF) TO OBMFG WILL BE GOVERNED BY THIS AGREEMENT AND THAT YOU WILL ABIDE BY THE TERMS AND CONDITIONS SET FORTH HEREIN. ANY ORDER (OR PROVISION OF AN ORDER) FROM CUSTOMER WHICH IS IN ANY WAY INCONSISTENT WITH OR IN ADDITION TO THESE TERMS IS REJECTED BY OBMFG. IF CUSTOMER WISHES TO OBJECT TO ANY TERMS SET FORTH IN THIS AGREEMENT, SUCH OBJECTION MUST BE IN WRITING AND RECEIVED BY OBMFG PRIOR TO CUSTOMER PLACING AN ORDER. CUSTOMER’S PLACEMENT OF AN ORDER SHALL BE DEEMED ACCEPTANCE OF THE TERMS HEREOF.
2. PRODUCT; PRICES; CHANGES. A product may include hardware, software, layout, or design work (collectively referred to as “Product”) to be delivered by OBMFG. The prices for Product shall be OBMFG’s quoted prices in effect at the time OBMFG accepts Customer’s Order. Prices are exclusive of all taxes and thus state and local tax will be added to all Orders (where applicable).. Customer will make Orders on a “Purchase Order” (PO) provided by OBMFG to Customer. All PO’s (if accepted by OBMFG) are expressly incorporated into this Agreement and form a part of the Agreement between the Parties on what is deemed an Open Account. Since pricing is based on continuous production and delivery of the quoted volume, any Change Notices (“CN”) made by Customer may affect both the price and delivery schedule of Equipment or Product. Customer agrees to pay any additional charges resulting from CN’s at OBMFG’s standard rates. Purchase Orders and Change Notices constitute “Orders” by Customer from OBMGF, as that term is used throughout this Agreement.
3. FREIGHT; TITLE; DELIVERY; INSPECTION. OBMFG agrees to deliver Product to Customer’s Shipping Agent or Carrier. Title to Product as well as liability for loss or damage to the Products shall pass to Customer upon OBMFG’S tender of the Products to a carrier for shipment to Customer. OBMFG may deliver the Product(s) in installments. Shipping dates are an approximation only. Delivery may be affected by Customer’s delay in the timely provision of consigned parts, test equipment or procedures, production drawings, documentation, approvals, interruption of production, or other Customer acts or omissions. In the event OBMFG’s scheduled production is interrupted due to Customer’s act or omissions, Customer is responsible for any increased costs. Customer shall have a reasonable time, not to exceed 5 (5) working days from date of receipt, to inspect the Products. Customer will notify OBMFG in writing of particular deficiencies of the Products during the inspection period. Failure to give notice or particularize the deficiencies will result in Customer’s acceptance of the Products.
4. DEFERMENTS AND CANCELLATIONS. OBMFG may (but is not required to) accept buyer’s deferments or cancellations. In the event that OBMFG consents to such deferment or cancellations, Customer may be subject to additional charges, including, but not limited to, payment for finished goods, work-in-process, material used or procured or on-order, labor, design restocking fee, shipping and engineering services, and other charges incurred in connection with or in reasonable anticipation of performance hereunder.
5. TERMS OF PAYMENT. Unless otherwise agreed, Terms of Payment are due from date of invoice. Terms of Payment for customers on open account are due thirty days following the material purchases and work performed and Customer agrees to pay a monthly late fee of 1% compounding interest per month on any unpaid amount not paid when due. In the event it becomes necessary for Out of the Box Manufacturing, LLC. to incur collection costs or commence suit to collect any amount due under this Agreement, Customer agrees to pay all collection fees and costs, including attorney’s fees incurred by Out of the Box Manufacturing, LLC. or others on behalf of Out of the Box Manufacturing, LLC. In the event that amounts owing are not paid as agreed, Customer hereby grants OBMFG a Mechanics, Workmen’s or Chattel Lien on the said Equipment to Out of the Box Manufacturing, LLC.
BY OBMFG: OBMFG warrants the Product against faulty workmanship for sixty (60) days from the date of shipment.
DISCLAIMER OF ALL OTHER WARRANTIES: OUTSIDE OF THE WORKMANSHIP WARRANTY ABOVE, OBMG MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WHETHER IT BE WARRANTIES OR CONDITIONS OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
BY CUSTOMER: To the extent that Customer has provided a product, material, logo, specification, information, software or design to OBMG (“Customer Produced Items”), Customer warrants that the Customer Produced Items do not infringe any patent, trademark, or copyright, or that Customer has the right to grant the licenses required for OBMFG’S performance under this Agreement and the specifications/productions reqeusted by Customer. Customer further warrants that the Customer Produced Items are fee of defects and other faults.
7. REMEDIES, LIMITATION OF LIABILITY. THE FOLLOWING STATES OBMFG’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY.
During the applicable warranty period, at its option, OBMFG will (i) repair, (ii) replace (with new or functionally operative parts) any defective Product due to faulty workmanship, or (iii) credit Customer’s account for the Product. These remedies are provided on condition that: (i) OBMFG is promptly notified in writing of the particular defects in Product as delivered by OBMFG; (ii) OBMFG’S examination of such Product discloses that such alleged deficiencies actually existed within the warranty period; and (iii) Customer delivers the Product or otherwise provides it to OBMFG, at OBMFG’S designated location, at Customer’s risk and expense. IN NO EVENT SHALL OBMFG BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFITS, WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS, ALL ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY PRODUCT. OBMFG IS PERFORMING WORK PER SPECIFICATIONS PROVIDED BY CUSTOMER. THEREFORE, OBMFG SHALL NOT BE LIABLE FOR SAFETY OR REGULATORY COMPLIANCE OF THE PRODUCT(S), INCLUDING BUT NOT LIMITED TO ENSURING THAT PRODUCTS MEET APPLICABLE GOVERNMENT REGULATIONS OR THAT CUSTOMER AND/OR ITS EMPLOYEES HAVE ADEQUATE TRAINING.
8. INDEMNITY. Customer agrees to indemnify and hold OBMFG (and its officers, members, directors, agents, subsidiaries, joint ventures, employees and third-party service providers), harmless from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, including reasonable attorneys’ fees, costs, expenses or damages relating to defending such claims, arising out of or related to a breach of your representations and warranties set forth herein, or your violation of any law or the rights of a third party.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE RIGHTS AND LIABILITIES OF THE PARTIES HERETO FOR PATENT AND COPYRIGHT INFRINGEMENT AND IS IN LIEU OF ALL CONDITIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.
9. GENERAL. OBMFG is not liable for nonperformance or a delay in performance due to force majeure or causes beyond the reasonable control of OBMFG. Each shipment made hereunder shall be considered a separate transaction. In the event of any default by Customer, OBMFG may decline to make further shipments. OBMFG’S actions shall not constitute a waiver of any default by Customer or in any way affect OBMFG’S legal remedies for any such default.
This Agreement shall not be assigned or transferred by Customer without the prior written consent of OBMFG. Any attempted assignment or transfer of any of the rights, duties or obligations of this Agreement without the prior consent of OBMFG shall be void. If consent is given, this Agreement shall be binding upon and inure to the benefit of the assigns. If any provision of this Agreement is held invalid, the other provisions shall not be affected.
10.DISPUTE RESOLUTION & VENUE. All disputes between the Parties arising from any Order made by Customer, or any term or condition of this Agreement or any issue arising between the Parties with respect to Product to be manufactured by OBMFG shall be litigated, if at all, in the King County (Seattle, WA) Superior Court to the exclusion of all other Courts.
THIS AGREEMENT CONSTITUTES THE FINAL AND COMPLETE EXPRESSION OF ALL THE TERMS OF THE AGREEMENT BETWEEN THE PARTIES. IT SUPERSEDES ALL UNDERSTANDINGS AND NEGOTIATIONS CONCERNING THE MATTERS SPECIFIED HEREIN. ANY REPRESENTATIONS, ORAL STATEMENTS, PROMISES OR WARRANTIES MADE BY EITHER PARTY THAT DIFFER IN ANY WAY FROM THE TERMS OF THIS AGREEMENT SHALL BE GIVEN NO FORCE OR EFFECT. NO ADDITION TO OR MODIFICATION OF ANY PROVISION OF THIS AGREEMENT SHALL BE BINDING UPON EITHER PARTY UNLESS MADE IN WRITING AND SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF BOTH PARTIES. HOWEVER, PRODUCT ORDERS ARE MADE SUBJECT TO THE THEN EXISTING TERMS AND AGREEMENT (AS MODIFIED FROM ANY PREVIOUS VERSION). THUS, THE MODIFIED TERMS REPLACE ANY COURSE OF DEALING BETWEEN THE PARTIES AND THEREFORE IT IS IMPORTANT TO READ THE TERMS OF AGREEMENT AT THE TIME OF EACH PRODUCT ORDER.
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Out of the Box Manufacturing LLC
1600 SW 43rd St Suite 200
Renton, WA 98057