Terms & Conditions

TERMS AND CONDITIONS OF SALE

The following Terms and Conditions (hereinafter “Agreement”) constitute an integral part of any offer made by Cascade Industrial Services Corp., and its affiliates and subsidiaries (collectively "Cascade") to sell goods to a proposed Buyer (hereinafter “Buyer”). Buyer’s acceptance of goods pursuant to any resulting Sales Order shall operate as assent and an agreement by Buyer to all terms and conditions contained in this Agreement. All sales by Cascade are made subject to the following terms and conditions. Cascade expressly rejects any different or additional terms or conditions contained in any documents submitted by Buyer. Cascade's provision of credit, acceptance of any purchase order and/or sale of any goods are expressly made conditional on Buyer's assent to these terms and conditions. All orders by Buyer may be accepted only upon issuance of Cascade's sales order confirmation.

1. Except as otherwise agreed in a writing signed by Buyer and Cascade, the applicable Cascade sales order confirmation, together with these terms and conditions constitute the entire agreement between Cascade and Buyer relating to the sale of such goods by Cascade. Terms or conditions contained in any document issued by Buyer that in any manner purport to alter, modify, change, suspend, or add to any term or condition contained herein shall be deemed excluded from such Buyer document and waived by Buyer. Cascade and Buyer expressly agree that Cascade may modify these terms and conditions from time to time, and such modifications shall be binding upon Buyer.

2. The purchase price of the goods shall be as stated on the face of the applicable Cascade sales order confirmation; provided, however, that if Cascade announces a general price increase, the purchase price shall be revised to include such price increase. Cascade may in its sole discretion add a surcharge to the price of goods predicated upon increases in the cost of raw materials or energy. Such surcharge may be adjusted by Cascade periodically to reflect a change in such costs.

3. Buyer cannot modify, cancel, or otherwise alter orders without Cascade's written consent. Any such cancellation, modification, or alteration shall be subject to conditions as negotiated at such time, which shall include protection of Cascade against loss.

4. All goods shall be shipped at Buyer's expense and all shipments under the Sales Order are F.O.B. Cascade's warehouse in Ontario, CA. All risk of loss shall pass to Buyer at time of shipment regardless of the method of shipment that may be elected by Buyer. If shipped freight prepaid, the charge for freight will be added to the invoice. Neither freight charges nor tax is subject to any discount. Title and risk of loss pass upon shipment. Risk of loss or damage in transit shall be borne by Buyer, and claims shall be made directly with carrier. Buyer may pick up the goods at Cascade's shipping facility provided Buyer does so within 10 days after the date Buyer is notified of the availability of goods. Cascade reserves the right to ship without further notification at any time after the 10-day period. Buyer shall indemnify and hold harmless Cascade from and against any claims, damages or liabilities suffered by Cascade resulting from any acts or omissions of carrier.

5. Delivery dates are approximate. Cascade shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God; acts of Buyer; strikes or other labor disturbances; Cascade's inability to obtain, or material increases in the cost of, fuel, raw materials or parts; delays in transportation; re pairs to equipment; fires; or accidents. Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim for damages on account of non-shipment or delays in delivery or performance.

6. SUBJECT TO STANDARD MANUFACTURING VARIATIONS, CASCADE WARRANTS THAT THE GOODS FURNISHED HEREUNDER SHALL MEET SPECIFICATIONS SET FORTH ON THE FACE OF THE APPLICABLE CASCADE SALES ORDER CONFIRMATION. CASCADE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. No claim for damages for goods that do not conform to specifications will be allowed unless Cascade is given immediate notice after delivery of goods to the first destination to which they are shipped and allowed an opportunity to inspect them. Goods for which dam ages are claimed shall not be returned, repaired, or discarded without Cascade's written consent. BUYER'S EXCLUSIVE REMEDY AGAINST CASCADE, AND CASCADE'S SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR O THERWISE, SHALL BE LIMITED TO CASCADE'S REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS OR, AT CASCADE'S OPTION, REFUNDING THE PURC HASE PRICE. IN NO EVENT SHALL CASCADE HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS IN QUESTION, NOR SHALL CASCADE HAVE ANY LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

8. Cascade may, at its sole discretion, assign a Cascade credit manager to Buyer's account. All credit information supplied to Cascade will be available for use throughout Cascade for the purpose of determining credit worthiness. If, in Cascade's opinion, Buyer's credit becomes impaired, Cascade may suspend all performance until such time as Cascade has received full payment for any or all goods already delivered or in process and is satisfied (in its sole discretion) as to Buyer's credit for future deliveries. If Cascade suspends performance and later proceeds with such performance, Cascade shall be entitled to such extension of time as is necessitated by the suspension.

9. All taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax Cascade is required to collect or pay with respect to the production, sale, or shipment of goods sold to Buyer shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse Cascade for any such payments made by Cascade.

10. Checks or payments, whether full or partial, received from or for the account of Buyer, regardless of writings, legends, or notations upon such checks or payments, or regardless of other writings, statements, or documents, shall be applied by Cascade against any amount owing by Buyer with full reservation of all of Cascade's rights, without an accord and satisfaction of Buyer's liability.

11. In the event Buyer fails to make any payment to Cascade of any amounts due and owing to Cascade (including any applicable surcharge or freight charge), Cascade shall have the right to terminate any or all Buyer orders and/or any other agreements with Buyer, or any unfulfilled portion of any of the foregoing, and Cascade may charge interest on all outstanding balances at a monthly rate of one and one-half percent (1.5%) or the highest rate allowed by law (whichever is less). Cascade shall have the right to employ an attorney to collect the balance due, and Buyer agrees to pay all collection costs incurred by Cascade, including its reasonable attorneys' fees.

12. This Agreement, the Sales Orders to which it applies, and the transaction described therein shall be subject to, construed under and enforced according to the laws of the State of California. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts of that state for any litigation which may arise out of or be related to this agreement. Buyer waives any objection based on forum non conveniens or any objection to venue of any such action.

13. Cascade reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by a duly authorized officer of Cascade. All rights and remedies granted herein are in addition to all remedies available at law or in equity.