Chisler Outdoor Company, LLC

Terms and Conditions

v1.12

1 Sept 2022

General Terms and Conditions of Sale for Products

These General Terms and Conditions of Sale for Products (“Sales Terms”) apply to the sale of Chisler Outdoor Company, LLCs (“COCLLC”) products (“Products”) to customer (“Customer”). COCLLC’s offer to sell Products to Customer, and COCLLC’s acknowledgment of any purchase order or other Customer document (“Order”) is expressly limited to, and expressly conditioned on Customer’s acceptance of these Sales Terms. The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of Products ordered. COCLLC objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms.

Pricing, Freight, Payment, Shipping, Returns

Product prices are as listed in the applicable COCLLC price pages as of the date COCLLC processes Customer’s Order. For Orders specifying future-dated shipments, COCLLC has the sole discretion to charge the price in effect on the date of the shipment. Customer may not make or take any deduction, set-off, or other adjustment without COCLLC’s prior written approval. Order quantities must meet stated minimums for Products.  Products are shipped per the Incoterms statement on the COCLLC order acknowledgement or invoice, or, in the absence of such statement, F.O.B. point of shipment. Title and risk of loss transfers to the Customer upon delivery to the carrier. If COCLLC pays freight on the Order COCLLC may designate the means of transportation and routing. If Customer requires alternative means of shipment, Customer will pay any resulting costs. Lead times are as stated by COCLLC and Products may be placed on backorder at COCLLC’s discretion. Where Product availability is limited for any reason, COCLLC may fill orders or otherwise allocate Products in any manner it deems appropriate. Under no circumstances will COCLLC be liable for failure to ship, or for Customer’s failure to receive, Products by a certain date. COCLLC may require prepayment of any Order. Any credit extended to Customer is done at COCLLC’s discretion and subject to COCLLC credit requirements. Customer must keep its account current at all times. COCLLC may withhold shipments, payments, or other benefits, and/or assess late fees and interest on past due amounts until the account balance is current. Returns are subject to COCLLC’s applicable return goods policy and require advance COCLLC authorization.

Compliance

COCLLC will manufacture and sell the Products in compliance with the federal, state, and local laws applicable to each Product. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and to any of Customer’s products that contain or are made by using Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate an applicable law or regulation, including, but not limited to, any applicable anti-bribery, anti-corruption, or anti-kickback law.

Product Information, Selection, and Use

COCLLC may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”) for Customer’s convenience in Customer’s selection of Products. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any COCLLC or third party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are not manufactured to any Customer requirements or specifications unless expressly agreed to in writing by COCLLC. Products that are sold for Customer’s use or consumption may not be repackaged, resold, or redistributed in any manner without COCLLC’s prior written consent.

Industrial/Occupational Products

COCLLC intends, labels, and packages its industrial and occupational products for sale to trained industrial and occupational customers for workplace use.  Unless specifically stated otherwise on the applicable product packaging or literature, these products are not intended, labeled, or packaged for sale to or use by consumers (e.g., for home, personal, primary or secondary school, recreational/sporting, or other uses not described in the applicable product packaging or literature), and must be selected and used in compliance with applicable health and safety regulations and standards (e.g., U.S. OSHA, ANSI), as well as all Product Information, user instructions, warnings, and other limitations, and the user must take any action required under any recall, field action, or other product use notice. To the extent Customer promotes or sells such products outside of industrial and occupational channels or to consumers; or relabels the Product in any manner; or subdivides, repacks, or sells products in units smaller than as packaged by COCLLC; Customer bears sole responsibility for meeting all applicable requirements (including packaging and labeling requirements) and for any resulting claims, losses, and damages.

Warranty, Disclaimer, Limited Remedy

Unless a different warranty is expressly specified on the applicable Product Information or Product packaging (in which case such warranty governs), COCLLC warrants that each Product meets COCLLC’s applicable Product specifications at the time COCLLC ships each Product.  COCLLC MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ARISING OUT OF A COURSE OF DEALING, PERFORMANCE, CUSTOM, OR USAGE OF TRADE.  If a Product does not conform to this warranty, Customer’s sole and exclusive remedy is, at COCLLC’s option, repair or replacement (at cost to the Customer) of the nonconforming Product or refund of its purchase price.  COCLLC has no obligation under this warranty with respect to Products that are modified or damaged by Customer, including through misapplication, misuse, abuse, accident, neglect, or mishandling.  Customer must notify COCLLC within 15 days after receipt that it believes a Product is non-conforming and, thereafter, cooperate with COCLLC’s investigation of such claim, otherwise Customer waives any right or claim with respect to such non-conformance.  The foregoing warranty and remedy shall not apply to experimental or developmental Products, which are sold “as is” and without any warranty. Purchase of any Product constitutes the Customer is in agreement with these terms.

Limitation of Liability

Except for the limited remedy above, and except to the extent prohibited by law, COCLLC is not liable for direct, indirect, incidental, special, punitive, or consequential damages (including, but not limited to, lost profits, revenue, business, opportunity, or goodwill) that directly or indirectly arise from or relate to Products, regardless of the legal or equitable theory asserted, including, but not limited to, warranty, contract, negligence, fraud, or strict liability.

Export Control

Products are sold for use within the United States only.

Authority to Execute

Each party represents and warrants to the other that the Agreement has been duly authorized, executed and delivered by and on behalf of each such party and constitutes the legal, valid and binding agreement of said parties. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement. No counterpart shall be effective until each party has executed at least one counterpart.

Taxes

Product prices do not include any applicable taxes, tariffs, duties, fees, or charges of any type imposed by any governmental authority (“Transfer Taxes”). Transfer Taxes will be separately itemized on COCLLC’s invoice and Customer will be liable for their full payment. COCLLC will not collect or remit any Transfer Taxes for which Customer provides a valid tax exemption certificate.

Governing Law, Dispute Resolution

Utah law, without regard to conflicts of laws principles, shall exclusively govern COCLLC’s sale of Products to Customer. The United Nations Convention on Contracts for the International Sales of Goods does not apply. Except where COCLLC files a claim or action to collect unpaid amounts due from Customer, all claims and disputes arising from or relating to these Sales Terms, any Order, or the Products must be resolved exclusively through the following dispute resolution processes: (a) good faith negotiations between duly authorized representatives of each party conducted within 90 days of a request for negotiations; (b) if necessary, non-binding mediation before a neutral mediator jointly selected and paid for by the parties within 120 days of a request for mediation at a location acceptable to both parties; and (c) as a last resort, litigation. The state or federal court located within Salt Lake County, UT shall be the sole and exclusive jurisdiction and venue for any litigation between Customer and COCLLC. Customer agrees to submit to the jurisdiction of such court in the event of any litigation.

Survival

Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions including, but not limiting to the following provisions: Insurance, Compliance with Laws, Confidential Information, Govering Law, Indemnification, Submission to Jurisdiction/Arbitration and Survival.

Severability

If any term or provision of this Contract is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.

Complete Agreement

These General Terms and Conditions constitute the entire agreement between Customer and COCLLC relating to the subject matter hereof, and supersede all prior and contemporaneous discussions, understandings, and agreements related to the subject matter hereof.

Time

Updated 1 Sept 2022

 

Chisler Outdoor Company, LLC reserves the right to change its General Terms and Conditions of Sale for Products at any time without notice.