Terms of Sale
Use of Website
This website is operated by Small Planet Supply, INC. Throughout the site, the terms “we”, “us” and “our” refer to Small Planet Supply INC. Small Planet Supply INC offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
TERMS AND CONDITIONS OF SALE
1. Acceptance. By purchasing products from us, Small Planet Supply Inc. (“Company”) you agree to the following terms and conditions. These terms and condition are incorporated into Company’s Purchase Order, Sales Confirmation Order, Invoice and Packing List as well as online orders.
2. Shipping and Delivery. All products are shipped F.O.B., our plant, Tumwater WA unless otherwise specified herein. Promised deliveries are subject to and will be excused by strikes, accidents, inability to obtain products, and other conditions beyond Company’s control.
3. Inspection. Buyer will inspect all products at time of delivery and note on a Bill of Lading any apparent defects. Buyer waives all rights to reject nonconforming products with visible defects if it fails to note the rejected products within five (5) days of delivery. If any of Company’s product(s) are rejected, Company shall have twenty (20) days to cure any defect if Company so desires
4. Taxes. Prices for sales of products shipped outside of Washington State do not include any sales or use taxes. Because Company conducts business only in Washington State, it does not collect or pay the taxes of any other State.
5. Warranty. Company warrants that the products will be of good quality and will be free from defects not inherent in the quality required or permitted. This warranty does not extend to products damaged or subjected to accident, abuse, or misuse after shipment from Company, nor to products altered or repaired by anyone other than Company. Company shall not be responsible in any way for the consequences of any alteration, modification, or misuse. COMPANY DISCLAIMS ALL EXPRESS WARRANTIES OTHER THAN THOSE CONTAINED IN THE ABOVE PARAGRAPH, AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. COMPANY SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION LOSSES, LOSS OF GOODWILL, OR LOSS OF BUSINESS OR CUSTOMER RELATIONSHIPS. THE PARTIES ACKNOWLEDGE COMPANY DOES NOT PARTICIPATE IN ANY WAY IN THE INSTALLATION OF ANY PRODUCTS. THE PARTIES ALSO AGREE THAT BUYER SHALL NOTIFY COMPANY OF ANY CLAIMS UNDER THIS PROVISION WITHIN THREE MONTHS OF THE DATE OF PURCHASE OF THE PRODUCTS OR BUYER WAIVES SUCH CLAIMS.
Some states do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the above exclusion or limitation may not apply to the Buyer. This warranty gives Buyer specific legal rights and Buyer may also have other rights that vary from state to state.
6. Termination and Liquidated Damages. The products Company sells to Buyer are specifically ordered and/or manufactured products. Should Buyer terminate the contract at any time once Company has ordered or begun manufacture of these products, Buyer shall pay for any costs of order, manufacture and shipping that Company has incurred as of the date it received notice of the termination, plus liquidated damages of fifteen percent (15%) of the original purchase price. Buyer’s payment of these amounts will act as a settlement and release of any claim by Company against Buyer for Buyer’s breach of contract, but shall not release any other claim Company may have against Buyer.
7. Indemnification. Buyer will indemnify Company against, and save Company harmless from, any and all claims, suits or liability arising from injuries to property or persons, including death, and from any other claims, suits or liability on account of any negligent or intentional act or omission of Buyer or any of Buyer’s officers, agents, employees or servants. In any action to enforce this section, including trial and appellate proceedings, reasonable attorneys’ fees shall be awarded to the prevailing party.
8. Disputes. In any case of litigation between the parties concerning this agreement and conditions of sale, including trial and appellate proceedings, venue shall be in the State of Washington, County of Thurston, and the laws of the State of Washington will apply to any dispute. Reasonable attorneys’ fees shall be awarded to the prevailing party.
9. UCC. Any of the conditions of sale herein which may conflict with the normal operation of any provision of the Uniform Commercial Code will constitute a variation by agreement and have precedence. Notice is hereby given pursuant to the Uniform Commercial Code as adopted by any State, of Company’s objection to all terms and conditions in addition to and different from the conditions of sale contained herein that Buyer may add to this Contract or place in any written conformation or purchase order that Buyer may issue, unless the parties agree to any added or different terms in writing.
10. Miscellaneous. These conditions of sale will not in any way be construed to limit or restrict Company’s rights and remedies at law and in equity, all of which rights and remedies Company fully reserves, unless such limitations are specifically stated. Any failure or forbearance by Company to enforce any of the conditions of sale of this Contract or any of Company’s rights and remedies at law or in equity shall not constitute a waiver or relinquishment by Company of any of Company’s rights and remedies under this Contract. Neither party shall assign its rights and duties under this contract without the other’s prior written consent. These terms and conditions may only be amended or modified in writing signed by both parties. This Purchase Order and Sales Agreement and these Terms and Conditions, including all writings attached hereto or incorporated by reference, are intended to be the final, complete and exclusive statement of the terms of the parties’ agreement.