SRBI Terms and Conditions, Rev1
SOUTHER ROCK & BOULDER – Terms and Conditions of Sale
These terms and conditions govern the sale of Products (“Product or Products”) and provisions of services (“Services”) by Southern Rock & Boulder Inc. (SRBI) and its affiliates (“Seller”) as well as by third party vendors and/or service providers of Seller. These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of the Buyer’s supplemental or conflicting terms and conditions. SRBI’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.
1. Orders: All orders placed by the Buyer are subject to acceptance by Seller. Orders may not be canceled or rescheduled without Seller’s written consent. All orders must identify the products, unit quantities, product numbers, applicable prices and requested delivery dates of the Products being purchased. Unless otherwise agreed, all materials will be shipped/deliveries no later than one month from the date that Seller accepts the purchase order. Seller may in its sole discretion allocate Product among its Customers. Seller may designate certain Products and Services as non-cancelable, non- returnable (“NCNR”) and the sale of such Products shall be subject to any special terms and conditions contained in Seller’s Order Acknowledgement or NCNR Letter, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
2. Prices: The prices of the Products are those prices specified on the front of the invoice. Pricing for undelivered Products may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation.
3. Taxes: Unless otherwise agreed to in writing by Seller, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state and local sales, excise and value-added, goods and services taxes, and any other taxes. The buyer agrees to indemnify and hold Seller harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Seller’s quote\invoice.
4. Payment: Payment may be made by check, money order, credit card, PayPal or wire transfer (all fees are borne by the Buyer). A surcharge of 3% for credit card sales and 4% for sales via PayPal will be assessed except for sales shipped to these states: Colorado, Connecticut, Florida, Kansas, Maine, Massachusetts, and Oklahoma. Where Seller has extended credit to Buyer, terms of payment shall be net thirty (30) days from date of invoice, without offset or deduction unless otherwise noted. On any past due invoice, Seller may impose interest at the rate of one and a half percent [1.5%] per month. If Buyer fails to make each payment when it is due, Seller reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Seller has extended credit to Buyer. In the event of default by Buyer, Seller shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.
5. Delivery and Title: All deliveries will be made pursuant to the purchase order or other arrangements mutually agreed upon between Seller ad Buyer. Title and risk of loss pass to the Buyer upon delivery of the Product to the Buyer. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller, nor shall the carrier be deemed an agent of the Seller. Delayed delivery of any part of an Order does not entitle the Buyer to cancel other deliveries.
6. Returns, Refunds, and Exchanges:
Returns: Only products originally shipped from SRBI or from an authorized supplier (drop-ship) will be considered for return to SRBI. By a Customer requesting a return of products to SRBI, the Customer certifies that the products were purchased from SRBI and there has been no substitution of the product from another supplier, distributor or other sources of the product. Any return must be in the original form and in unused condition except if approved for failure analysis/warranty evaluation by an SRBI sales representative via a Return Material Authorization (RMA).
Exchanges: Any item for exchange must be in new condition and in the original packaging. Exchanges must be requested within 30 days of ship date. Defective item(s) may be exchanged/returned for the same item. Items purchased from SRBI that have been used or altered and any items that have been sold as NC/NR will not be accepted for exchange.
Non-Cancelable and Non-Returnable Items:
Products listed as NC/NR status (Non-cancelable and Non-Returnable) are identified on the Cart Page for web orders and via Order Acknowledgement for all other orders.
Return Freight / Restocking Fee:
SRBI reserves the right to charge cancellation and restocking fees, at a minimum rate of 15% to be deducted from the Customer refund. SRBI does not refund the original shipping and handling. The customer is responsible for all return freight charges. SRBI does not accept COD shipments.
Refunds:
Upon receipt and inspection of the returned item(s), SRBI will advise of the refund status. In the case of factory warranty or failure analysis, SRBI will issue any applicable credit pending manufacturer confirmation of failure. SRBI initiates credits via the original method of payment within 48 hours of approval. Refunds via credit card can take up to 10 business days to post to the account.
How to Return an Item:
1. Contact an SRBI sales representative within 30 days of the ship date of item(s) by calling us at
1-760-987-6586 Monday through Friday, 10:00 am to 5:00 pm Pacific time zone or by emailing sales@srboulder.com.
2. SRBI will issue a Return Material Authorization (RMA) number. Once the RMA number is
received, the item must be returned within 14 days. SRBI will provide the Customer with
specific instructions on where to return item(s) with the RMA number. In most cases
returned items will be shipped to the SRBI warehouse located at:
Southern Rock & Boulder, Inc.
8145 Heartland Circle
Oak Hills, California 92344
3. Include the signed RMA in the return package stating the reason for the return and the
original receipt.
7. Limited Warranty: Seller will transfer to Buyer any Product warranties and indemnities
authorized by the manufacturer, including any transferable warranties and indemnities for
intellectual property infringement. Seller warrants to Buyer that Products purchased
hereunder will conform to the applicable manufacturer’s specifications for such products
and that any value- added work performed by Seller on such Products will conform to
applicable Buyer’s specifications. If Seller breaches this warranty, Buyer’s remedy is limited
to (at Seller’s election) (1) refund of Buyer’s purchase price for such Production (without
interest), (2) repair of such Products, or (3) replacement of such Products; provided that
such Products must be returned to Seller, along with acceptable evidence of purchase,
within 20 days from date of delivery, transportation charges prepaid. No warranty will apply
if the Product has been subject to misuse, static discharge, neglect, accident or modification,
or has been soldered.
SAVE AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL IMPLIED
WARRANTIES, TERMS, AND CONDITIONS (WHETHER STATUTORY OR OTHERWISE) ARE
EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, SELLER MAKES NO
WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS
AND WARRANTIES AGAINST LATENT DEFECTS.
8. Limitation of Liabilities: BUYER SHALL NOT BE ENTITLED TO, AND SELLER SHALL NOT BE
LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING
EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR
REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYERS, PUNITIVE DAMAGES,
IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM
SELLER FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED
PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHERIN CONTRACT, TORT,
WARRANTY, OR OTHERWISE. BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER
HARMLESS FROM ANY CLAIMS BASED ON (a) SELLER’S COMPLIANCE WITH BUYER’S
DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY
ANYONE OTHER THAN SELLER, or (c) USE IN COMBINATION WITH OTHER PRODUCTS.
9. Use of Products: Unless otherwise noted, Products sold by Seller are not designed,
intended or authorized for use in life support, life-sustaining, nuclear, or other applications
in which the failure of such Products could reasonably be expected to result in personal
injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use
in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk;
(2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or
in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify,
defend and hold Seller and the manufacturer of the Products harmless from and against any
and all claims, damages, losses, costs, expenses, and liabilities arising out of or in connection
with such use or sale.
10. Force Majeure: Seller is not liable for failure to fulfill its obligations for any accepted Order
or for delays in delivery due to causes beyond Seller’s reasonable control including, but not
limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by the carrier,
shortage of Product, acts or omissions of other parties, acts or omissions of civil or military
authority, Government priorities, changes in law, material shortages, fire, strikes, floods,
epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to
obtain labor, materials or Products through its regular sources, which shall be considered as
an event of force majeure excusing Seller from performance and barring remedies for non-
performance. In an event of force majeure condition, the Seller’s time for performance shall
be extended for a period equal to the time lost as a consequence of the force majeure
condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel
the remaining performance, without any liability or penalty, by giving notice of such
cancellation to the Buyer.
11. Technical Assistance or Advice: If technical assistance or advice are offered or given to
Buyer, such assistance or advice is given free of charge and only as an accommodation to
Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical
assistance or advice nor shall any statement made by any of Seller’s representatives in
connection with the Products or Services constitute a representation or warranty, express or
implied.
11. General: (a) The laws of the State of California will exclusively govern any dispute between
Seller and Buyer, (b) Buyer may not assign this Agreement without the prior written consent
of Seller. The seller or its affiliates may perform the obligations under this Agreement. This
agreement is binding on successor and assigns, (c) Products, including software or other
intellectual property, are subject to any applicable rights of third parties, such as patents,
copyrights and/or user licenses.