Carefree of Colorado

Standard Terms & Conditions

GOODS SOLD BY CAREFREE ARE EXPRESSLY SUBJECT TO AND CONDITIONED UPON APPLICATION OF THE TERMS AND CONDITIONS SET FORTH BELOW.
1. General. The terms and conditions set forth herein constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter hereof. All sales by Carefree of Colorado (“Carefree”) are expressly conditioned under these terms and conditions (the “Terms”). These Terms may in some instances differ with those affixed to Customer’s purchase order or other documents. If so, any additional terms or terms conflicting with the terms of this Agreement will not apply and are expressly rejected unless specifically set forth in a separate written agreement between the parties. Acceptance of Customer’s order is expressly conditioned upon Customer’s acceptance of or assent to these Terms, which shall be established by a written acknowledgment, by implication, or by acceptance or payment for products ordered hereunder. Carefree’s failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of these Terms. Any changes in these Terms must specifically be agreed to in writing and signed by an officer of Carefree before becoming binding. Receipt by Customer of any products sold hereunder shall be conclusively deemed acceptance of these Terms.
2. Shipment. All shipments by common carrier are made FOB Carefree’s shipping point (FOB Origin) using Carefree’s selected carrier(s), unless otherwise specified. All shipments utilizing Carefree’s vehicles are made FOB Destination. If freight is to be paid by Carefree, freight rates to be negotiated and subject to fuel surcharges. Customers must visually inspect the condition of all delivered product. If any product incurred freight damage, the Customer must indicate such on the freight bill and refuse the product – DO NOT ACCEPT DAMAGED FREIGHT. Any hidden damage must be reported to Carefree no more than 15 days after receipt. Carefree is not liable and will not replace “hidden damage” after 15 days from receipt.
3. Delivery. Carefree shall not be responsible for loss, damage, delay or failure with respect to the products if due to or arising from shortage of raw materials, fires, labor troubles of any kind, accidents, breakdown of machinery, government acts of any kind, failure of manufacturers, subcontractors or suppliers to deliver materials or supplies or to provide services as agreed or contemplated by past dealings, transportation difficulties of any kind, acts of God, acts of Customer or anything reasonably beyond Carefree’s control, whether or not presently occurring or contemplated by either party. Carefree shall not be liable for damages, general, consequential or otherwise, or for failure to give notice of any delay until it shall have such additional time within which to deliver the products as may be reasonably necessary under the circumstances and shall have the right to apportion its inventory among its customers in such a manner as it considers acceptable.
4. Payment Terms. Standard payment terms are net 30 days. All payments are due 30 days from the date of invoice.
5. Warranty. Carefree’s standard product warranty policies apply on all installed products. Warranty claims from OEM’s and Distributor’s will be handled directly with Carefree. Warranty claims from retail customers must be handled by one of Carefree’s authorized dealers. Carefree reserves the right to refuse warranty claims from dealers passed through Customer without prior approval. (See www.carefreeofcolorado.com for complete warranty terms and conditions including limitations, manufacturer, dealer, and retail customer responsibility.) Product claimed to be defective by the Customer must be handled in a manner that does not cause additional damage beyond the warranty defect. Carefree will not accept warranty claims if the product is damaged beyond the warranty claim. At Carefree’s option, product will be inspected and authorized by the Carefree Sales Representative. Replacement of complete product must be pre-authorized. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, OR BY MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.
6. Limitation of Liability. Carefree’s liability to Customer on any claim of any kind, whether as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability or otherwise, for any loss or damage arising out of, connected with, or resulting from the transaction, or from Carefree’s performance or breach thereof, or from the design, manufacture, sale, resale, installation, repair, operation or use of any products furnished herein, shall in no event exceed the price paid by Customer for the products which give rise to the claim, which amount shall be fixed as liquidated damages and not as a penalty, and shall be the complete and exclusive remedy against the Carefree. Any such liability shall terminate upon the expiration of the applicable warranty period. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL CAREFREE OR ITS SUPPLIERS OR VENDORS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICES, DOWN TIME COSTS, OR CLAIMS OF CUSTOMER’S CUSTOMER FOR SUCH DAMAGE, EVEN IF THE LOSS OR DAMAGE IS CAUSED BY ITS OWN NEGLIGENCE OR FAULT.
7. Installation Requirements. Carefree’s products must be installed in compliance with the requirements stated in the installation and operation instructions. Failure to comply with these requirements will result in voiding any warranty claim. In the event the Customer did not receive the installation and operation instructions, contact Carefree to obtain them. Random installation audits performed by Carefree do not relieve the Customer of responsibility to follow these installation requirements at all times. Any deviation to Carefree’s installation and operation instructions requires prior written approval from Carefree’s engineering department. Failure to obtain written approval will void any and all warranties.
8. Product Returns. Carefree will not accept any product returns without a pre-approved Return Merchandise Authorization (RMA). Any product returned to Carefree without a RMA will be refused and returned to the Customer, at the Customer’s expense. Once an RMA is issued by Carefree the Customer has 30 days to return the product if required by Carefree. After 30 days the RMA will be cancelled and no longer honored by Carefree.
9. Taxes, etc. Prices do not include any municipal, provincial, state or federal sales, use, excise, value added or similar taxes. Consequently in addition to prices specified, the amount of any present or future taxes, duties and/or tariffs that may be imposed shall be paid by Customer, or in lieu thereof, Customer will provide Carefree with a tax exemption certificate acceptable to the taxing authorities. International sales are subject to applicable transportation and import duties, licenses, and fees, or as agreed to by the purchase order.
10. Security Interest. Customer hereby grants to Carefree, and Carefree reserves, a purchase money security interest in each product sold by Carefree to Customer in the amount of its purchase price. Any such security interest shall be satisfied by payment in full of the invoiced amount.
11. Waiver. No waiver by Carefree of any of these Terms shall be deemed to constitute a waiver of any other Terms or a waiver of the same or any other provision with regard to portions of this transaction or future transactions. No waiver by course of conduct or custom usage can occur.
12. Assignment. Neither party will assign any rights or obligation under this Agreement without the advance written consent of the other Party, which consent will not be unreasonably withheld. Either Party may assign this Agreement in connection with the sale or transfer of all or substantially all of the assets of the business to which it pertains. Any attempt to assign or delegate in violation of this clause will be void.
13. Export Laws. Customer agrees to comply with all applicable export laws, assurances, codes and license requirements, and controls of the United States and other applicable jurisdictions in connection with the use and resale of Products including Customer’s acceptance of responsibility for the payment of any relevant taxes or duties, etc.
14. Anti-Money Laundering. Carefree is firmly committed to avoid involvement with money laundering, to comply fully with all applicable anti-money laundering and currency reporting and record keeping requirements and to taking affirmative steps to prevent, detect and report to appropriate authorities suspected violations. Carefree may request information from its customers to sufficiently determine that distributor to be legitimate, trustworthy and creditworthy concern.
15. Applicable Law. This agreement is governed by and shall be construed in accordance with the laws of Colorado.
Revised Date: 4/7/2014