Now for the Legal and Policy Stuff:
Mallory means any name
under which we may trade, including The Mallory Co., Mallory Fire,
Brenton Safety Solutions, Rain or Shine and Landscape USA.
agrees to be bound by all of the terms and conditions set forth herein.
Any terms and conditions set forth in any purchase order or other
document or any oral communication or written agreement which purports to
be an addition to this Agreement of which is inconsistent herewith shall
not be binding upon Mallory unless made in writing and accepted by the
signature of an authorized officer or manager of Mallory. Any term or
condition of sale contained in any document prepared by or received from
Purchaser by Mallory relating to the goods sold under this Agreement
which is inconsistent with any term or condition of this Agreement is
hereby rejected by Mallory and shall have no effect unless approved in a
separate writing by Mallory.
Shipping dates furnished by Mallory are approximate and shall not
be deemed to be fixed or guaranteed.
All orders are subject to prices and terms of sale in effect on
the date of shipment and such prices and terms are subjected to change
without prior notice to Purchaser. Unless otherwise stated, all price
quotations expire 30 days from the date of quotation and prices do not
include freight or, where applicable, any federal, state, or local taxes
of any nature, all of which shall be paid by the purchaser.
Cancellation of Orders
All cancellations of orders must be requested by Purchaser and
approved by Mallory in writing. Purchaser agrees to pay for any and all
costs incurred by Mallory in connection with any cancellation request.
Only returns requested by Purchaser and
approved by Mallory in writing will be permitted. Custom or special order
goods returned for any reason other than a warranty claim or Mallory
error are not returnable. Under no circumstances will goods be accepted
for return after 60 days from the date of shipment.
Notwithstanding any prior extensional credit
by Mallory to Purchaser, if at any time Mallory determines in its sole
judgment, that Purchaser's financial condition does not justify Mallory's
extension to it of credit in connection with any sale hereunder, Mallory
may, at its option, require Purchaser to make full payment in cash prior
to order entry, manufacture, shipment or delivery.
In the event Purchaser defaults in payment,
Mallory may, in its sole discretion, suspend shipment of goods on order.
At such time, Mallory shall be entitled to all costs of collection
including court costs and attorney/collection agency fees in the event of
a default of the Purchaser.
Risk of Loss
If goods are shipped directly from a
manufacturer or vendor other than Mallory to Purchaser's shipping address
shown herein, the risk of loss of such goods shall not be on Mallory.
Otherwise, the risk of loss shall pass from Mallory to Purchaser upon (i) delivery to Purchaser's shipping address, if
shipped by Mallory’s vehicle or (ii) delivery to a common carrier,
if shipped by common carrier. When goods are shipped by common carrier
all claims for damages or losses in transit must be made by Purchaser
directly to such common carrier. Purchaser shall be obligated to pay the
full amount of Mallory Co. invoice in accordance with the payment terms
stated therein or hereunder, notwithstanding damage in transit by or
disputes with common carriers.
Limitation of Liability
With respect to any claim against
Mallory arising in any way from the sale of goods hereunder other than
warranty claims, Mallory’s liability shall not exceed the purchase
price of such goods. MALLORY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL,
CONTINGENT OR INCIDENTAL DAMAGES WHATSOEVER INCLUDING, WITHOUT
LIMITATION, BACK CHARGES. Mallory shall not be liable for damages of any
kind resulting from any delay or failure to deliver or perform due to
strikes, lockouts, or other labor difficulties, failure or delay sources
of supply, transportation difficulties, accidents, fires, acts of God, or
any other cause of like or unlike nature beyond Mallory reasonable
All manufacturers' specifications,
either contained in Mallory’s catalog, promotional literature, or
on this website or in any other document are subject to change without
notice to Purchaser and without liability to Mallory.
Written confirmation by Purchaser of
telephone or other oral or web orders must be clearly marked
"confirming" to avoid duplicate shipments. If this is not done
and duplicate shipment occurs, Purchaser's written confirmation shall be
deemed to be a separate order subject to terms and conditions of this
Any claim against Mallory other than
warranty claims must be made in writing within ten (10) days after
delivery and must state the factual basis for such claim. Failure to make
any such claim within ten (10) days of receipt of shipment shall
constitute acceptance of the goods and waiver of any and all claims with
respect to such shipment. Purchaser agrees that warranty claims shall be
barred unless asserted by Purchaser by the commencement of an action
within 12 months after delivery of the goods. All provisions of this
Agreement relating to warranties, remedies and claims shall survive any
termination of this Agreement however arising.
MALLORY MAKES NO WARRANTY EXPRESSED OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY AS TO
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE,
CONCERNING GOODS SOLD HEREUNDER. Purchasers' sole remedy with respect to
defective goods purchased hereunder shall be limited to pursuing warranty
claims against the manufacturers of such goods. Mallory hereby assigns to
Purchaser all rights and warranty claims which it may have against the
manufacturers of goods sold by it hereunder. Mallory further agrees to
use reasonable efforts to cooperate with the Purchaser to obtain from
such manufacturers, in accordance with such manufacturers' customary
practices, the repair or replacement of any goods which are defective in
workmanship or material. With respect to goods modified by Mallory at
Purchaser's request, Mallory shall have no liability whatsoever in the
event that such goods' manufacturers' warranties are voided as a result
of such modification.
No Mallory sales representative or
other employee who is not an officer or manager of Mallory shall have
authority to change or waive any of the terms and conditions of this
Waiver of Jury Trial
In the even of litigation relating to
this Agreement or the goods sold hereunder, Purchaser hereby agrees, to
the extent permitted by law, to waive any right that it may have to a
jury trial on any and all issues that may be raised in such litigation.
Nothing contained herein shall be
construed to limit or waive any right or remedy of Mallory under
applicable federal, state, or local laws.
The invalidity of any provision of
this Agreement shall not invalidate or render unenforceable any other
provision of this Agreement.
Entire Agreement and Modification
This Agreement is intended by the
parties hereto as a final expression of their agreement with respect to
the subject matter hereof, and is intended as a complete and exclusive
statement of the terms and conditions of that agreement (any prior
agreement being superceded by this Agreement
and such prior agreements are hereafter null and void). This Agreement
may not be modified, rescinded, or terminated orally, and no
modification, revision, termination or attempted waiver of any of the
terms, provisions or conditions hereof (including this paragraph) shall
be valid unless in writing, supported by consideration, and signed by the
party against whom the same is sought to be enforced.
orders are subject to acceptance by Mallory in Washington
and this Agreement shall in all respects be governed by and construed
under the laws of the State of Washington.