Terms and Conditions

  1. The Agreement. These terms and conditions govern the sale of goods sold (the “Product”) from Seattle Deck Supply Inc. (hereinafter, “Seller”) to Buyer and supersede all previous representations and agreements relating to the subject matter hereof.  Seller shall not be bound by the terms of any form or purchase order produced by Buyer, unless the document is signed by Seller.  Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by Seller, to the extent they differ from, modify, add to or detract from the Agreement, shall not be binding on Seller. There are no agreements, promises or understandings, either verbal or written that are not fully expressed herein. No statements, recommendations, or assistance by either party has been relied upon by either party or shall constitute a waiver by either party of the provisions.
  1. Price and Payment. Prices quoted from Seller are valid for 30 days from the date on the document containing the price and thereafter expire unless accepted in writing buy Buyer before then.  Payment shall be due to Seller by the fifteenth day of the month following the date of invoice.  Overdue balances shall be charged interest at the rate of 1.5% per month. If a shipment is delayed by Seller at the request of Buyer, payment therefore shall become due on the date when Seller is prepared to make shipment thereof. Prices are F.O.B. Seller’s shipping point unless otherwise agreed upon specified in writing.
  1. Delivery. Buyer shall inform Seller of the delivery address at the time of sale so that the transportation charge can be computed in the sales price.  Delivery dates are not guaranteed but are estimated on the basis of immediate receipt by Seller of all information to be furnished by Buyer and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller’s reasonable control. Seller shall in good faith endeavor to meet estimated delivery dates. Seller shall not be liable for delays in manufacturing, shipping or delivery due to causes beyond its control.  Seller reserves the right to withhold delivery of the Product if, for any reason, Buyer fails to pay to Seller any portion of the purchase price for the Product(s) in the amount(s) and at the time(s) specified in the Contract.
  1. Rights to Reject and Revoke. Buyer shall notify Seller in writing of any defects in, damage to, or nonconformance of the Product within three (3) business days from Buyer’s receipt of the Product, otherwise Buyer waives its right to reject the Product.  Thereafter, Buyer shall be deemed to have accepted the Product and may revoke its acceptance of the Product if both: (1) a non-conformity substantially impairs the value of the Product to Buyer, and (2) Seller is notified in writing of Buyer’s revocation within thirty (30) days after the Product has been received by Buyer.
  1. Returns. Special ordered (non-stock) materials are not subject to return.  Standard stock materials are subject to a minimum restocking charge of 20% on authorized returns.  Refunds will be given only if the material is in sellable condition.  Refunds on COD purchases will not be given without a receipt. If payment was by check, refunds will be issued after the check has cleared.  If payment was by credit card, credit will be issued to the same card.
  1. Risk of Loss. Buyer assumes all risk of loss of Product upon delivery of Product by Seller to the Buyer or to Buyer’s carrier.
  1. Termination or Modification. The Agreement may be modified or terminated only upon a writing signed by Seller.  If all or part of the Agreement is terminated,

Buyer, in the absence of contrary written agreement with Seller, shall pay termination charges based upon actual expenses and costs incurred in the production of the Product to the date such termination is accepted by Seller plus a reasonable profit, except that any Product completed on or prior to Seller’s acceptance of such termination shall be accepted and paid for in full by Buyer.

  1. Limited Warranty. Seller warrants that all Product:  (1) conforms to Seller’s specifications for that Product that are in effect on the date of shipment, the quality and agreed to specifications stated or incorporated as a schedule, by reference or otherwise, and (2) is merchantable and free of defect.

THIS WARRANTY IS THE EXCLUSIVE WARRANTY. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE.

  1. Force Majure. Seller’s failure to deliver Product by reason of any of the following shall not constitute an event of default or breach of any terms: strikes, picket lines, boycott efforts, fires, floods, freeze, accidents, war (whether or not declared), revolution, riots, insurrections, acts of God, acts of government, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or other causes which are reasonably beyond the control of the defaulting party. Seller agrees to promptly notify the Buyer of any such delay and its cause.
  1. Limitation of Damages and Liability. Buyer hereby waives any right it might otherwise have to seek consequential damages from Seller, including delay damages.  Seller’s maximum liability to Buyer for any and all claims and causes of action whether it be breach of contract, breach of warranty, negligence or indemnification, but not including intentional torts, shall be limited to and shall not exceed the amount of money that Buyer previously paid to Seller concerning the Product at issue in the dispute, or replacement of the Product, whichever Seller chooses at its sole discretion.  Seller shall not be responsible for any defect in Product that is created after the Product is shipped from Seller, including Product subjected to misuse, misapplication, neglect, accident or improper handling or storage or which has been altered or misbranded by anyone other than Seller or its authorized representative or modifications to or adaptations of the Product made by Buyer or others.
  1. Time Limit for Lawsuit. Any lawsuit filed by Buyer against Seller must be filed no later than one year after Buyer’s purchase of the Product at issue or be forever barred.
  1. Governing Law/Venue/Attorney Fees. Any dispute, claim or controversy arising out of, or between the Parties concerning this Agreement shall be governed by the law of the State of Washington; venue for a lawsuit shall be in King County, Washington; and the prevailing party shall be entitled to an award of reasonable attorney fees and costs.  There shall be only one prevailing party. The prevailing party shall be the one party in whose favor a monetary judgment is awarded after netting all claims and counterclaims.
  1. Miscellaneous.

12.1  Failure of Seller to insist upon performance of any provisions of these Terms or to exercise any rights hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such right.

12.2  If any term, provision, undertaking or restriction contained in these terms and conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable (in whole or in part), the remainder of the terms, provisions, undertakings and restrictions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

12.3  Any notice or request required or permitted to be given in connection with these terms and conditions shall be sent by mail, prepaid, return receipt requested, by fax, with receipt confirmed, by express delivery service to the address set forth on Seller’s purchase order or to any other business address furnished in writing by the intended recipient to the sender or by any means that produces written confirmation of delivery to the intended recipient. The date of notice shall be deemed to be the date on which such notice has been sent by fax, received by mail, or by express delivery service.

12.4  Section headings are for convenience only and are not to be construed as part of this Agreement.