These Terms and Conditions govern the provision of goods and/or services by Extreme Bolt & Fastener, LLC (“Extreme Bolt”) or its subsidiaries to the customer named in any Extreme Bolt Quote, Purchase Order, or Order Acknowledgment duly executed by and between said customer and sent to Extreme Bolt (“Customer”). By signing a Purchase Order accepting an Extreme Bolt Quote for goods (“Goods”), Customer confirms its acceptance of these Terms and Conditions. These Terms and Conditions together with the terms of the applicable Purchase Order and Order Acknowledgment comprise the entire agreement between the parties and supersede all prior or contemporaneous agreements or understandings, including any quotation, invoice, or purchase terms of the Customer regardless of whether Customer has submitted its Purchase Order on such terms.
1. Order Mechanics; Purchase Order. Customer may accept any Extreme Bolt Quote by delivery of a Purchase Order to Extreme Bolt. These Terms and Conditions shall govern each offer to purchase Goods or Treatments that Customer may make by the execution of a Purchase Order, and Extreme Bolt may accept by written confirmation of such Purchase Order (an “Order Acknowledgment”). Each Purchase Order submitted by Customer and accepted by Extreme Bolt via Order Acknowledgment shall be deemed to incorporate these Terms and Conditions. In the event of a conflict between these Terms and Conditions and any Purchase Order, these Terms and Conditions shall govern unless specifically waived in a writing signed by the parties.
2. Payment. Any stated prices on the Purchase Order are for the indicated Goods and any other specifically indicated items. Customer will pay all shipping, freight, insurance, customs, VAT and import duties, and all other costs of shipment (any such costs over and above the amounts shown on the Purchase Order/Order Acknowledgment will be billed separately by Extreme Bolt). Customer shall pay as follows: (i) within the agreed upon terms with the Purchase Order. In the event that Customer cancels a Purchase Order, Customer will be responsible for payment for all work completed up to the time of cancellation, with such amount to be determined in the sole discretion of Extreme Bolt. Failure to pay timely shall permit Extreme Bolt (x) to cancel any pending Purchase Orders, or (y) to keep them in force subject to an extension of the scheduled delivery time at the discretion of Extreme Bolt, and/or (z) to claim damages for amounts due from such non-payment (up to the amount in the Purchase Order). Any amount due from Customer not paid timely shall incur interest at the rate of 1.5% per month until paid in full.
3. Delays and Force Majeure. All shipping dates are approximate and are based upon availability of materials, production schedules and other factors. Extreme Bolt will not be liable for any damage, loss, fault or expense arising out of non-delivery, faulty or delayed delivery or other nonperformance of this Agreement caused by circumstances beyond Extreme Bolt’s reasonable control, including but not limited to riots, civil unrest, war, terrorism, fire, insurrection, requisition, seizure, embargo or defects or delays in deliveries by sub-contractors, strikes, lockouts, slow downs, lack of transportation, scarcity of materials, labor shortages, energy shortages or any other cause or condition beyond Extreme Bolt’s reasonable control.
4. Information. Extreme Bolt is not responsible for the appropriateness of Extreme Bolt Goods for use in Customer’s operations. Extreme Bolt has made reasonable effort to verify all information in technical data sheets, but cannot guarantee that the information therein will apply to Customer’s situation or process. Suggestions, advice, and other service, beyond any specific information of Extreme Bolt contained in Extreme Bolt’s technical data sheets, are used by Customer at its own risk and sole responsibility. All diagrams and data sheets shall only constitute a description of the Goods and Services without any implied warranty whatsoever.
5. Nonconforming Goods.
(a) Customer shall inspect any Goods within 30 days of receipt thereof (“Inspection Period”) and shall be deemed to have accepted such Goods or Treated Parts unless it notifies Extreme Bolt in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Extreme Bolt. “Nonconforming Goods” means Goods that are materially different from those identified in the applicable Purchase Order.
(b) If Customer timely notifies Extreme Bolt of any Nonconforming Goods, Extreme Bolt shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods or Treated Parts, or (ii) credit or refund the purchase price of such Nonconforming Goods. Customer shall ship, at its expense and risk of loss, the Nonconforming Goods to Extreme Bolt. If Extreme Bolt exercises its option to replace the Nonconforming Goods, Extreme Bolt shall, after receiving Customer’s shipment of Nonconforming Goods, ship to Customer the replaced Goods or Treated Parts.
(c) Customer acknowledges and agrees that the remedies set forth in this Section 5 are the Customer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided in this Section, Customer has no right to return Goods purchased under this Agreement to Extreme Bolt and any returns are at the sole discretion of Extreme Bolt.
6. Security Interest. Customer grants Extreme Bolt a security interest in the Goods and Treated Parts to secure Customer’s obligations hereunder. Customer appoints Extreme Bolt its attorney-in-fact to execute financing statements to perfect such security interest. Extreme Bolt shall have all rights as a secured party under the Uniform Commercial Code. Title to all Goods and Treated Parts shall remain with Extreme Bolt until all amounts have been paid pursuant to the applicable Purchase Order.
7. Returns and Refund. All standard items purchased via the WebStore can be returned with 30 days for a full refund. This applies to the standard products. Any custom products purchased directly (not via the WebStore) the refunding of a return will be at the sole discretion of Extreme Bolt & Fastener.
8. Billing term and condition. All WebStore transactions must be done with an accepted credit or purchasing card per the conditions of Stripe. Once an order is placed the card will be charged for the full amount and shipped.
9. Product Liability. Extreme Bolt shall not be liable for any use of the Goods or Treated Parts by the Customer or third parties, including any loss, damage or liability arising from or related to the Goods or Treated Parts, after they have been delivered to the Customer. Customer shall indemnify, defend and hold Extreme Bolt harmless for any such loss, damage or liability relating to the Goods or Treated Parts after they are delivered to the Customer.
10. Limitation of Liability. IN NO EVENT SHALL EXTREME BOLT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATED TO ANY BREACH OF THIS AGREEMENT OR RELATED TO GOODS DELIVERED TO THE CUSTOMER, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY CUSTOMER, WHETHER BASED ON THEORIES OF CONTRACT, NEGLIGENCE OR WARRANTY; EXCEPT THAT THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY RESULTING FROM EXTREME BOLT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
11. Governing Law. These Terms and Conditions and the relationship with Customer, including but not limited to any Purchase Order, shall be governed by the internal laws of the State of Delaware excluding its conflicts of laws and choice of laws provisions.
12. Termination. Extreme Bolt may terminate its relationship with Customer, including any Purchase Order, upon written notice to Customer, if Customer (i) fails to comply with these Terms and Conditions, (ii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings related to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, or (iii) provides Parts or other materials which do not conform to (a) the Customer provided specifications or (b) the Extreme Bolt specifications/requirements for use or are otherwise unsuitable for use.
13. Indemnities and Collection Costs. Customer will defend, indemnify and hold Extreme Bolt harmless from and against any claims, demands, liabilities (including reasonable attorneys fees and costs) arising from or related to breach by Customer of its obligations to Extreme Bolt. If Extreme Bolt brings an action to collect any amount owed by Customer or to enforce this Agreement (including but not limited to the Purchase Order), then Extreme Bolt shall recover its reasonable attorneys fees and costs (including on any appeal).