STANDARD TERMS AND CONDITIONS
Unless varied in writing, these terms and conditions apply to every contract for the supply of Articles by Samuel Jackson, Incorporated (“Seller”) to the Customer and prevail over any other terms proposed by the Customer at any time (including without limitation any purchase order issued by the Customer). No agent or contractor of Seller is authorized to vary or add to these terms other than with the express written consent of Seller or make any representation about the performance, specifications, or fitness for particular purpose of any Article, other than as specified in Seller’s authorized manual for the relevant Article.
Definitions
“Article” or “Articles” means all equipment, instruments, materials and/or services supplied, or quoted to be supplied, by Seller to a Customer.
“Contract” means any contract between Seller and a Customer for the supply of Articles.
“Customer” means the person, firm, company, or other entity to whom Seller provides a quotation or from whom Seller accepts an order.
“Seller” means Samuel Jackson, Incorporated.
Products
Seller sells a wide variety of products. These terms and conditions apply only for the Gazeeka product line which focuses on moisture sensors for hay balers, data portal centers, and chemical applicators for hay balers.
Prices and Validity
Prices quoted are valid for twenty (25) days from date of quotation, but prior to acceptance, are subject to change or withdrawal at any time by written notice. All Articles are subject to prior sale until an order is confirmed.
All prices are firm and in U.S. dollars (USD) unless stated otherwise.
Taxes, Imports Duties and Fees
All Country, State, Provincial, and local sales and use taxes and import duties are not included in the prices quoted. The prices quoted for Articles are EXW-Lubbock, Texas (as defined by current INCOTERMS) and the Customer is responsible for filing and making payment as required.
Customer is responsible for all taxes, duties, and fees applicable to local regulatory requirements or inspections or other local codes.
Payment Terms
Payments to be made via wire transfer, check, or online ACH payment upon prior authorization by Seller. Credit cards are not accepted.
An order of $40,000 or more will require a deposit equal to 30% of the total order to be paid at the time the order is placed. The deposit is non-refundable and will be applied to the final balance of the purchase.
All prices are EXW-Lubbock, Texas, unless specified otherwise. The sale of any Article does not include installation, commissioning, or site visits, unless specifically provided for in the order.
If an order is confirmed and delivery is not taken within 6 months, the order will be cancelled, and any deposits will be forfeited.
Open account balances in the United States will be governed by the following terms:
Customer agrees to pay interest at the rate of 18% per annum (1-1/2% per month) on any past due balance for which payment has not been received by Seller 40 days following the date of shipment. Payments will be applied first to any unpaid interest, and then to the purchase of Articles in the order of purchase.
Seller has the right to sell or assign any Contract with a Customer, together with the account receivable, to an assignee of its choice, and said assignee shall have all Seller’s rights and obligations described herein. If Customer’s account is referred to an attorney for collection, Customer agrees to pay reasonable collection costs, including, but not limited to, reasonable attorney’s fees, court costs, and all charges incurred by Seller for repossessing, storing, preparing for sale, and selling any portion of the Articles purchased.
In the event the Articles are shipped prior to Seller receiving payment in full, Seller shall have the right (at its sole election), to retain a purchase money security interest in the Articles (which it agrees to release upon receiving payment in full). In the event Seller elects to retain a security interest, Seller shall not be obligated to ship the Articles until Seller is in receipt from Customer of a Security Agreement (in form and substance satisfactory to Seller), which has been duly executed by an authorized representative of Customer. Customer agrees that Seller may file such UCC financing statements and take whatever other actions are necessary to perfect and continue Seller’s security interest in the Articles purchased.
Acceptance of Order
All orders are subject to Seller’s acceptance, and Seller reserves the right to decline any order at its sole discretion.
Seller’s acceptance of an order from Customer shall not constitute a commitment or obligation to continue acceptance of the same or similar orders, or to accept any future orders from Customer.
Delivery
Any estimated delivery date provided in a quotation is solely an estimate and should not be construed as a binding commitment. While we strive to meet the estimated delivery timeline, unanticipated problems in production or logistics may affect the actual delivery date. As such, Seller is not liable for any delays, and the estimated delivery date should not be considered a guarantee of delivery by that date.
Any estimated delivery timeline begins when Seller receives the signed quotation and any applicable deposit.
Product Registration
To receive the full one-year warranty, the Customer must register the Articles they sell to end-users with the Seller. Registration requires the end-user’s name and address, the end-user’s contact name (if different), a valid serial number for each Article sold, and a valid email address for the end-user.
Without proper registration by the Customer, Seller has no obligation to provide access to services, updates, or technical support.
Intended Use of Articles
By purchasing Articles from Seller, Customer represents and agrees that any Articles purchased are solely for business or commercial purposes and not in any manner for personal, family, or household purposes.
Warranty
If an Article is registered as outlined in these terms and conditions, the Article is warranted against any defect in material and workmanship for one year from date of shipment when installed and operated in accordance with Seller’s authorized manual for the relevant Article.
During the warranty period, Seller will provide warranty parts free of charge EXW-Lubbock, Texas.
Complex assemblies that have failed under warranty will be replaced free of charge by a Seller service representative, with any required Customer assistance. Labor to assist and/or necessary professional services are to be furnished by the Customer at no cost to Seller, unless Customer obtains prior written approval from Seller. If prior written approval is obtained from Seller, Seller’s maximum reimbursement obligation shall be limited to no more than two hours of labor charges.
Product Shipment
All prices quoted for Articles are EXW-Lubbock, Texas. Delivery is considered complete at 3900 Upland Avenue, Lubbock, Texas, and any damages incurred to Articles in transit are the responsibility of the Customer.
Appropriate packaging for all Articles is included in the quoted prices.
Shipping is the Customer’s responsibility and all freight expenses will be added to Customer’s final invoice. All shipments must be stored dry in a secured weather protected location.
Installation
Installation requirements are detailed in Seller’s authorized manual for the relevant Article. These requirements may include:
Physical installation and mounting
Electrical wiring
Seller does not provide installation services. Customer is responsible for installing or contracting installation services with a third party.
All installation expenses are the responsibility of the Customer.
Safety
Seller makes no warranty of compliance with any particular safety standard.
Certification and compliance with any applicable local, state, and federal laws or regulations is the responsibility of the Customer.
Charges for certification and compliance will be the responsibility of the Customer.
If local, state, federal, or other specified safety compliance is required Seller may consider modifications to meet the particular requirements.
Charges resulting from modifications will be the responsibility of the Customer.
Modifications made by others to the sensors will result in loss of warranty and the possibility of serious damage to property and persons.
Customer and the modifier assumes all liability for consequences of any such modifications.
Confidentiality
Any drawings, software or other information supplied by Seller is not to be passed to, or made accessible by third parties without prior written consent of Seller, and then only to use such information for the specific purpose for which consent is granted.
Copyright in all documentation in relation to Articles will remain vested in Seller and may not be used without the express written consent of Seller for any purpose other than by the Customer for the purposes for which it is furnished.
Unless specifically agreed otherwise in writing with the Customer, Seller reserves the right to use images and data from the installation and use of the Articles for promotional purposes.
Liability
The Customer acknowledges, agrees, represents and warrants that:
the use and (where applicable) installation of the Articles is outside the control of Seller, and the Customer is satisfied that the Articles have the condition, characteristics, quality and attributes that will make them suitable or fit for any ordinary or special purpose required for those Articles, even if that purpose was made known to Seller;
the Customer has or will in a timely manner conduct all mandatory or prudent tests and apply all mandatory or prudent quality control checks and procedures to ensure the Articles and any product that is produced from them will be without defect and suitable or fit for any purpose required for them;
it has not relied upon any statement, representation, warranty, guarantee, condition, advice, recommendation, information, assistance or service provided or given by Seller or anyone on its behalf, or apparently on its behalf, in respect of the Articles, other than those that are expressly contained in these terms and conditions;
it understands that the reliability and performance of the Articles is subject to and dependent on various factors outside the control of Seller (including without limitation, the place at which any Article is used or installed and weather conditions), and accepts any limitation in the reliability or performance of the Articles arising out of or in relation to factors outside of Seller’s control; and
it will install, use and maintain all Articles in accordance with any manual or guidelines provided from time to time either by Seller or any other manufacturer or supplier of the Articles (including on any website of Seller or the manufacturer of any Article).
Unless specifically stated otherwise by Seller in writing, all Articles should be utilized as an operational tool and should not be used to determine contractual or custody transfer issues for any other product assessed using the Articles.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE ARTICLES ARE SOLD “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, ARE MADE WITH RESPECT TO ANY ARTICLES SOLD BY SELLER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
To the extent permitted by law, where Seller becomes liable to the Customer in any manner for any breach of any condition or warranty expressed or implied in relation to the supply of Articles to the Customer, Seller’s liability will be limited, at Seller’s sole discretion to either:
in relation to the instances where the Articles involve the supply of goods:
the replacement of the Articles or the supply of equivalent Articles;
the repair of the Articles;
the payment of the cost of replacing the Articles or of acquiring equivalent Articles; or
the payment of the cost of having the Articles repaired; and
in relation to the instances where the Articles involve the supply of services:
the supplying of the services again; or
the payment of the cost of having the services supplied again.
TO THE EXTENT PERMITTED BY LAW, THE CUSTOMER RELEASES AND INDEMNIFIES SELLER AND ITS OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS FROM AND AGAINST ALL ACTIONS, CLAIMS, PROCEEDINGS AND DEMANDS (INCLUDING THOSE BROUGHT BY THIRD PARTIES) WHICH MAY BE BROUGHT AGAINST IT OR THEM, WHETHER ON THEIR OWN OR JOINTLY WITH THE CUSTOMER AND WHETHER AT COMMON LAW, UNDER TORT (INCLUDING NEGLIGENCE), IN EQUITY, PURSUANT TO STATUTE, OR OTHERWISE, IN RESPECT OF ANY LOSS, DEATH, INJURY, ILLNESS, COST OR DAMAGE ARISING OUT OF OR IN RELATION TO ANY BREACH BY THE CUSTOMER OF ANY WARRANTY PROVIDED BY IT UNDER SECTION 15(A) ABOVE.
To the extent permitted by law, Seller will have no liability to the Customer however arising, including, without limitation, under any cause of action or theory of liability (including negligence), in respect of special, indirect or consequential damages, loss of profit (whether direct or indirect) or loss of business opportunity, arising out of or in connection with these terms and conditions or any Contract between Seller and Customer.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SELLER TO THE CUSTOMER IN RESPECT OF ALL CLAIMS WHATSOEVER IS LIMITED IN AGGREGATE TO THE PAYMENT BY WAY OF DAMAGES OF A SUM OR SUMS NOT EXCEEDING THE TOTAL AMOUNT OF THE PRICE PAID FOR ARTICLES UNDER THESE TERMS AND CONDITIONS OR ANY CONTRACT BETWEEN SELLER AND CUSTOMER.
The provisions of this Section 15 continue to apply notwithstanding fundamental breach, breach of fundamental term, revision, repudiation or termination for any reason or frustration, whether deliberate, unintentional or by operation of law.
Consequential Damage
Seller shall not be held responsible for any consequential damage that may result from the use of Articles.
Waiver
Seller shall not be deemed to have waived any rights under these terms and conditions or any Contract with Customer unless such waiver is given in writing and signed by Seller. No prior wavier by Seller of any default by Customer shall operate as a waiver of any other default by Customer or of the same default on a future occasion.
Applicable Law
THESE TERMS AND CONDITIONS AND ANY CONTRACT BETWEEN SELLER AND THE CUSTOMER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAWS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. MOVEROVER THE TERMS AND CONDITIONS AND ANY CONTRACT BETWEEN SELLER AND THE CUSTOMER SHALL BE DEEMED DELIVERED TO SELLER AND ACCEPTED BY SELLER IN LUBBOCK COUNTY, STATE OF TEXAS. LUBBOCK COUNTY, TEXAS, SHALL BE THE PLACE OF PERFORMANCE OF THE OBLIGATIONS OF SELLER AND THE CUSTOMER UNDER THESE TERMS AND CONDITIONS AND ANY CONTRACT BETWEEN SELLER AND THE CUSTOMER. IF THERE IS A LAWSUIT ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR ANY CONTRACT BETWEEN SELLER AND THE CUSTOMER, THE CUSTOMER AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF LUBBOCK COUNTY, STATE OF TEXAS.
Variation
Seller may at any time vary these terms and conditions applicable to future transactions with the Customer and may notify the Customer of these changes or provide any other notice under or in connection with the terms and conditions by publishing the revised terms and conditions or notice on its website. If Seller publishes any revised terms and conditions on its website, it may (but is not obliged to) notify the Customer that it has done so on any invoice or order acknowledgement.
