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Standard Terms and Conditions of Sale

1.    TERMS AND CONDITIONS OF SALE

All descriptions, quotations, proposals, offers, acknowledgements, acceptances, and sales of products by Western Integrated Technologies, LLC (“Seller”) to you, the buyer (“Buyer”), are subject to and shall be governed by the terms and conditions stated herein. Buyer's acceptance of any offer to sell is limited to these terms and conditions. Any terms or conditions in addition to, or inconsistent with those stated herein, proposed by Buyer in any acceptance of an offer by Seller, are hereby objected to. No such additional, different, or inconsistent terms and conditions shall become part of the contract between Buyer and Seller unless expressly accepted in writing by Seller. Seller's acceptance of any offer to purchase by Buyer is expressly conditional upon Buyer's assent to all the terms and conditions stated herein, including any terms in addition to, or inconsistent with those contained in Buyer's offer. Acceptance of Seller's products shall in all events constitute such assent.

 2.    PAYMENT

Standard terms are Net 30 days from date of delivery of the items purchased hereunder, upon approval of credit by the Credit Department of Seller. Seller reserves the right to set and amend terms, credit limit, and method of payment, at their discretion. Seller reserves the right to charge interest on all past due amounts at a rate of 1.5% monthly. Past due accounts shall be liable for any and all reasonable legal and/or collections costs Seller may incur while attempting to collect balance owed.

3.    DELIVERY

Unless otherwise provided on the face hereof, delivery shall be made F.O.B. Seller's plant. Regardless of the method of delivery, however, risk of loss shall pass to Buyer upon Seller's delivery to a carrier. Any delivery dates shown are approximate only and Seller shall have no liability for any delays in delivery. Any claims by Buyer for omissions or shortages in a shipment shall be waived unless Seller receives notice, thereof within 10 days after Buyer's receipt of shipment.

4.    WARRANTY

Seller warrants that the items, to the extent manufactured and designed by Seller and sold hereunder shall be free from defects in material or workmanship for a period of 12 months from the date of shipment to Buyer. Seller hereby assigns to Buyer any rights it may have under any warranty extended by a third party covering a product or component sold by Seller to Buyer, to the extent assignable. Materials manufactured by others and resold by Seller do not carry any additional warranty by Seller. THIS WARRANTY COMPRISES THE SOLE AND ENTIRE WARRANTY PERTAINING TO ITEMS PROVIDED HEREUNDER. SELLER MAKES NO OTHER WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND WHATSOEVER. ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, MERCHANTIBILITY AND FITNESS FOR PURPOSE, WHETHER EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, TRADE, USAGE, OR COURSE OF DEALING ARE HEREBY DISCLAIMED. NOTWITHSTANDING THE FOREGOING, THERE ARE NO WARRANTIES WHATSOEVER ON ITEMS BUILT OR ACQUIRED WHOLLY OR PARTIALLY, TO BUYER'S DESIGNS OR SPECIFICATIONS.

5.    LIMITATION OF REMEDY

SELLER'S LIABILITY ARISING FROM OR IN ANY WAY CONNECTED WITH THE ITEMS SOLD ON THIS CONTRACT SHALL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF THE ITEMS SOLD OR REFUND OF THE PURCHASE PRICE PAID BY BUYER, AT SELLER'S SOLE OPTION. NO CLAIM BY BUYER HEREUNDER, WHETHER RELATING TO ITEMS DELIVERED OR FOR NON-DELIVERY, SHALL BE GREATER THAN THE PURCHASE PRICE OF THE ITEMS IN RESPECT TO WHICH SUCH CLAIM IS MADE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST PROFITS ARISING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ITEMS SOLD HEREUNDER, WHETHER ALLEGED TO ARISE FROM BREACH OF CONTRACT, EXPRESS OR IMPLIED IN WARRANTY, OR IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY.

6.    CHANGES, RESCHEDULES AND CANCELLATIONS

Buyer may request to modify the designs or specifications for the items sold hereunder as well as the quantities and delivery dates thereof, however, no such requested modification shall become part of the contract between Buyer and Seller unless accepted by Seller in a written amendment to this Agreement. Acceptance of any such requested modification shall be at Seller's discretion and shall be upon such terms and conditions as Seller may require.

7.    RETURNS

All items sold are noncancelable and non-returnable unless agreed to in writing by Seller prior to return. In the event of a warranty problem, Seller reserves the right to repair or replace the item, at their discretion. An RMA will be required for all approved returns, unless otherwise authorized by Seller, in writing. For returned items, Buyer will be required to pay reasonable restocking fees, which may vary, based on product type, manufacturer, or other criteria as determined by Seller. All approved returns are limited to standard stocked items in new and resaleable condition per Seller’s sole and reasonable discretion.

8.    SPECIAL TOOLING 

A tooling charge may be imposed for any special tooling, including without limitation, dies, fixtures, molds and patterns, acquired to manufacture items sold pursuant to this contract. Such special tooling shall be and remain Seller's property notwithstanding payment of any charges by Buyer. In no event will Buyer acquire any interest in apparatus belonging to Seller which is utilized in the manufacture of the items sold hereunder, even if such apparatus has been specially converted or adapted for such manufacture and notwithstanding any charges paid by Buyer. Unless otherwise agreed, Seller shall have the right to alter, discard or otherwise dispose of any special tooling or other property in its sole discretion at any time.

9.    BUYER'S PROPERTY

Any designs, tools, patterns, materials, drawings, confidential information, or equipment furnished by Buyer or any other items which become Buyer's property, may be considered obsolete and may be destroyed by Seller after two (2) consecutive years have elapsed without Buyer placing an order for the items which are manufactured using such property. Seller shall not be responsible for any loss or damage to such property while it is in Seller's possession or control.

10.    TAXES 

Unless otherwise indicated on the face hereof, all prices and charges are exclusive of excise, sales, use, property, occupational or like taxes which may be imposed by any taxing authority upon the manufacture, sale or delivery of the items sold hereunder. If any such taxes must be paid by Seller, or if Seller is liable for the collection of such tax, the amount thereof shall be in addition to the amounts for the items sold. Buyer agrees to pay all such taxes or to reimburse Seller therefor upon receipt of its invoice. If Buyer claims exemption from any sales, use or other tax imposed by any taxing authority, Buyer must provide Seller a valid tax exemption certificate or other legal exemption document prior to shipment of product or service, if applicable. Buyer shall save Seller harmless from and against any such tax, together with any interest or penalties thereon which may be assessed if the items are held to be taxable.

11.    INDEMNITY 

Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as provided in this Part 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets (hereinafter 'Intellectual Property Rights') to the extent arising from the acts or omissions of Seller. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in an action brought against Buyer based on an allegation that an item sold pursuant to this contract infringes the Intellectual Property Rights of a third party due to the acts or omissions of Seller. Seller's obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after the Buyer becomes aware of such allegations of infringement, and Seller having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an item sold hereunder is subject to a claim that it infringes the Intellectual Property Rights of a third party, due to the acts or omissions of Seller, Seller may, at its sole expense and option, procure for Buyer the right to continue using said item, replace or modify said items so as to make it non-infringing, or offer to accept return of said item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer or directed to items delivered hereunder for which the designs are specified in whole or part by Buyer, or infringements resulting from the modification, combination, or use in a system of any item sold hereunder. The foregoing provisions of this Part 11 shall constitute Seller's sole and exclusive liability and Buyer's sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an item delivered hereunder is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgements resulting from any claim that such item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right. Buyer shall also defend, indemnify and hold harmless Seller, its parent and affiliates, and their officers, agents and employees, against all third party claims, losses, expense and causes of action of every kind, to the extent arising out of, or in connection with the acts or omissions of Buyer in relation to this Agreement or the items sold hereunder.

12.    FORCE MAJEURE

Seller does not assume the risk of and shall not be liable for delay or failure to perform any of Seller's obligations by reason of circumstances beyond the reasonable control of Seller (hereinafter 'Event of Force Majeure'). Events of Force Majeure shall include without limitation, accidents, act of God, strikes or labor disputes, acts, laws, rules or regulations of any government or government agency, fires, floods, epidemics or pandemics, delays or failures in delivery of carriers or suppliers, shortages of materials, manufacturing delays, and any other cause beyond Seller's control.

13.    MISCELLANEOUS

(a) This Agreement may not be assigned or otherwise transferred by Buyer without the prior written consent of Seller, and any such prior written consent shall be null and void and of no force or effect whatsoever. (b) Seller's failure to insist, in one or more instances, upon the performance of any term hereunder shall not be construed as a waiver or relinquishment of its right to such performance or the future performance of such term and Purchaser's obligation with respect thereto shall continue in full force and effect. (c) Any notice or other communication required or permitted hereunder shall be sufficiently given if sent in writing by registered or certified mail, postage prepaid, to the other party thereto at its respective address contained herein. (d) All notices to Seller shall be sent in writing to: 7651 S 190th St Kent, WA 98032 with a copy to SunSource Legal 2301 Windsor CT Unit A, Addison, IL 60101 Any such notice, if so mailed, shall be deemed to have been received on the third business day following such mailing. Either party hereto may change its address for notice purposes by written notice to the other party. (e) The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of any other of its provisions.

14.    ENTIRE AGREEMENT/GOVERNING LAW

The terms and conditions set forth herein, together with any amendments, modifications and any different terms or conditions expressly accepted by Seller in writing, shall constitute the entire Agreement concerning the items sold, and there are no oral or other representations or agreements which pertain thereto. This Agreement shall be govemed in all respects by the law of the State of Washington. No actions arising out of the sale of the items sold hereunder or this Agreement may be brought by either party more than two (2) years after the cause of action accrues.