The following terms, provisions, and conditions will apply to all goods and services sold by Agility Incorporated (“Agility”) to customers (“Customer”):
TERMS & CONDITIONS
The following terms, provisions, and conditions will apply to all goods and services sold by Agility Incorporated (“Agility”) to customers (“Customer”):
1. Acceptance of Order: The terms and conditions of sales as set forth below will be the only terms and conditions that will apply to and govern any purchase order (“Order”) accepted by Agility. Any term or condition in any Customer’s purchase order or other form in conflict with these terms or conditions is hereby expressly rejected and will not be binding upon Agility. No term, provision, or condition stated by Customer in a purchase order or elsewhere will be binding on Agility if in conflict with, inconsistent with, or in addition to the terms and conditions set forth below, unless expressly approved in writing by Agility. Agility’s failure to object to provisions in the Customer’s purchase order or elsewhere will not be deemed a waiver or modification of the terms and conditions stated herein. Agility is not required to accept Customer’s orders.
2. Order Criteria: It is the customer’s responsibility to submit a valid Order that includes: “Sold to” information: Legal Name, Address, Telephone, and Fax; “Ship to” Information: Company Name, Contact Person, Address, and Telephone; Order Information: Requested Ship Date, Purchase Order Number, Product Quantities, Full Model Numbers, Colors, Fabrics, and Finishes; and Price Information: List Price, Discount Amount, and Net Price.
3. Order Acknowledgement: All orders are acknowledged as Agility interprets them and sent via email. It is the customer’s responsibility to note any discrepancies on the acknowledgement and notify Agility within 24 hours. If Agility does not receive a notification of any changes within 24 hours, we will assume the order is correct and are not responsible for changes or errors.
4. Shipping and Delivery: Agility will label, pack, mark and ship all goods and supplies in accordance with the requirements of the Order and in compliance with transportation regulations and reasonable commercial practices for protection and shipment, and will secure the most advantageous transportation service and rates consistent therewith. All products are shipped F.O.B., destination. Agility will make a good faith effort to complete delivery of the products as indicated by Agility in writing, but Agility assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to Agility, including, but not limited to, liability for Agility’s non-performance caused by acts of God; epidemics or pandemics such as COVID-19; federal, state, or local governmental regulations; war; labor difficulties; accidents; inability to obtain materials; delays of carriers, contractors, or suppliers; or any other causes of any kind whatever beyond the control of Agility. Risk of loss will transfer to the Customer upon tender of goods to Customer, Customer’s representative, or common carrier. Under no circumstances will Agility be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay. If Customer causes or requests a shipment delay, or if Agility ships or delivers the products erroneously as a result of inaccurate, incomplete, or misleading information supplied by Customer or its agents or employees, storage and all other additional costs and risks will be borne solely by Customer. Claims for products damaged or lost in transit should be made by Customer to the common carrier, as Agility’s responsibility ceases upon tender of goods to Customer, Customer’s representative or common carrier. Customer’s acceptance of goods or services also constitutes a waiver of any claim for delay.
a. Third Party Manufacturer: The parties acknowledge Agility may use a third party manufacturer to manufacture and ship any goods sold by Agility. Agility will enter into a binding written agreement with such manufacturer to ship purchased goods on terms substantially equivalent to those in section 3 of this agreement.
5. Price & Payment: Customer agrees to pay Agility for all goods and services purchased by Customer at the prices set by Agility. The prices stated in the accepted Order (the “Purchase Price”) constitute the amount to be paid, plus applicable taxes and fees. The Purchase Price does not include delivery, shipping, and transportation charges, which will be paid for by Customer. Payment terms are net 30 days from the date of the Agility’s invoice. If payment is not made when due, or if Customer otherwise violates this agreement, Customer will pay Agility a late charge at the rate of 1.5% per month on the amount due. Customer will not be entitled to set-off any amounts due Customer against any amount due Agility in connection with any transaction.
6. Taxes: The amount of any sales, excise, or other taxes, if any, applicable to the products will be added to the Purchase Price and will be paid by Customer unless Customer provides Agility with an exemption certificate acceptable to the taxing authorities. Any taxes which Agility may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, will be for the account of the Customer, who will promptly pay the amount thereof to Agility upon demand.
7. Changes & Cancellations: Changes to quantity, designs, or specification may be made up to 72 hours after receipt of Order acknowledgement, subject to Agility’s written consent following appropriate adjustments to scheduling, pricing, and for additional fees. Customers who make these changes after 72 hours will be charged 10% of the order fee. Customer may make changes in shipping and packing instructions, place of delivery, or delivery schedule up to 7 days prior to promised date of shipment. Customer has no right to change, modify, or cancel an Order without Agility’s written consent, which Agility may withhold in its sole and absolute discretion. Subject to Agility’s written consent, Customers who cancel within 7 business days of the promised ship date will be charged 30% of the order fee. Specially fabricated or ordered items may not be cancelled or returned, and no refund will be made.
8. WARRANTY: Customer must refer to Agility’s Limited Lifetime Warranty and Claims document and adhere to the policies held within. Agility may modify the terms of its Limited Lifetime Warranty from time to time for any goods prior to their delivery and acceptance. Except for its express Limited Lifetime Warranty, AGILITY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY; GOODS MANUFACTURED BY THIRD PARTIES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY BY SELLER OF ANY KIND, EITHER EXPRESS OR IMPLIED. Agility will pass through to Customer, to the extent permissible, any manufacturer/supplier’s warranties associated with third-party goods purchased from Agility. Agility accepts no liability for any claims arising out of any act or omission, including negligence, by the third-party manufacturer or supplier.
9. Non-Warranty Returns: Product returns must be made in compliance with applicable programs and accompanied by the return authorization and shipment documentation. Credit will only be issued for product returned according to the terms in the return goods authorization. Agility will accept returns within 30 days receipt of product. Customer will be charged a 35% restocking fee and is responsible for the additional cost of shipping and freight.
10. Confidential Information: Agility agrees not to make use of any data, designs, drawings, specifications, and other information furnished to it by Agility, except for the performance of this Order and then only under similar restrictions against use and disclosure. This Order is confidential between Agility and Customer and Agility agrees that none of the details connected herewith will be published or disclosed to any third party without the Customer’s written permission.
11. Acceptance: Claims for damage, shortage, or errors in shipping must be reported within 1 day following delivery to Customer. Customer will have 7 days from the date Customer receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage, or errors in shipping and notify Agility, in writing, of any defects, nonconformance, or rejection of such products. After such 7 day period, Customer will be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Customer will have no right to reject the products for any reason or to revoke acceptance. The sole and exclusive remedy for merchandise alleged to be defective in workmanship or material will be the replacement of the merchandise subject to the manufacturer’s inspection and warranty.
12. Governing law: This transaction will be governed in all respects by the laws of the state of Nevada (excluding choice of law provisions). Venue for any action will be in Clark County, Nevada. All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought against Agility within the applicable statutory period, but in no event more than 1 YEAR after the date of invoice.
13. Entire Agreement. This is the entire agreement between the parties and may not be modified or amended except by a written document signed by the party against whom enforcement is sought.
14. Severability: If any provision hereof is held to be illegal, invalid, or unenforceable under any present or future laws, such provision will be fully severable and the terms and conditions herein will be construed and enforced as if such illegal, invalid, or unenforceable provision had never been made a part hereof. The remaining provisions herein will remain in full force and effect, and will not be affected by such illegal, invalid, or unenforceable provisions or by their severance herefrom.
15. Waiver: No failure of either party to insist on strict performance of any term in this Agreement will be construed as a waiver of that term.
16. Counterparts: This agreement may be signed in more than one counterpart, in which case each counterpart will constitute an original of this agreement.
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