HardyLifts, LLC STANDARD PRODUCT SALE TERMS AND CONDITIONS

1. GENERAL TERMS.  All sales by HardyLifts, LLC, an Oregon corporation (“Company”), or any division, subsidiary or other affiliate thereof, to a purchaser of the Company’s products or services (“Customer”) are expressly conditioned upon acceptance of these Standard Terms and Limited Warranty (“Standard Terms”).  Any additional or different terms or conditions included in any Customer purchase order, request for proposal, or any other communication from Customer, are objected to and rejected by Company and are neither binding nor effective unless expressly agreed to in writing by Company.

2. PRICES, PAYMENT.  Invoiced amounts are due and payable 30 days after invoice date, and are not subject to any contingency, offset or hold-back.  Amounts not paid within 30 days will accrue interest at the lesser of 1.5% per annum or the highest lawful rate.  Company in its sole discretion may require payment before shipping.  Customer shall pay any federal, state, county, local or other governmental taxes, duties, customs fees, and excise taxes, now or hereafter applied on the sale, transportation, import, export, licensing or use of any goods or services purchased from Company.

3. SHIPMENT, RISK OF LOSS, INSURANCE. All shipping is F.O.B. origin with title and risk of loss to pass to Customer upon delivery of the products by Company or its agent(s) to a common carrier (including if drop shipped).  Actual shipping dates may vary from quotes.  Customer shall insure all shipments.  Company may choose to insure shipments and Customer agrees to pay the cost of such insurance as invoiced by Company.

4. INSPECTION, ACCEPTANCE.  Customer shall inspect all items upon delivery and within 5 business days of delivery to Customer shall give written notice to Company (and the common carrier if shipped to Customer) of any claim for damaged items, or to Company of any item shortages, material defects described in Section 6, or other material nonconformity; if Customer fails to give such notice within 5 business days of delivery, the items shall be deemed accepted by Customer.

5. PRODUCT SAFETY.  Customer shall keep any safety devices provided on or for items in good condition and repair and shall not remove, alter, or disable any safety device, notice or marking.  Customer will use items only for their intended purposes and in accordance with usage instructions.  Failure to comply with usage instructions may cause serious injury or death.  Customer assumes all risk related to use of all items purchased from Company, and agrees to indemnify Company for, and releases Company from, any loss or liability (including injury, illness or death) arising from or connected to use of items, to the fullest extent allowed by law, except as otherwise expressly provided herein.

6. LIMITED WARRANTY.  As to items manufactured by Company, Company warrants that such items will be free of material defects in materials or workmanship for 12 months after delivery or 2080 hours of use on the machine.  Which represents 1 year of 40 hours a week use.  As to items manufactured by third parties, Company warrants that such items will be free of material defects in materials or workmanship for a period specified in a written quote covering the items, or, if no period is specified in the quote or if no quote applies to the items, then for 12 months after delivery.  Company assigns to Customer to the greatest extent allowed by law any warranty offered by the third party manufacturer, while retaining to itself the right to pursue a warranty claim if Company repairs or replaces the item, or refund the purchase price therefore, in Company’s discretion.  Upon notification by Customer of a breach of warranty, as Customer’s sole and exclusive remedy, Company will repair or replace the component or defective portion of the item, or refund the purchase price therefore, in Company’s discretion.  The limited warranty provided herein excludes any damage or defect resulting from abuse, misuse, neglect (including improper maintenance or storage, or a failure to maintain), use with unapproved third party systems or products, accidents, or unauthorized maintenance or modification (including the use of improper or unauthorized parts or attachments) (collectively “misuse”).  Except for the above limited warranty, Company makes no other warranties, express or implied, nor of merchantability or fitness for a particular purpose or productivity, and the items are provided “as is.”  Customer acknowledges that it has not relied upon any representation of  any kind  made  by Company in connection with Customer’s purchase.

7. RETURNS, WARRANTY CLAIMS.  All claims for breach of warranty and other returns must be made according to Company’s then-current Return Material Authorization (RMA) procedures as available on Company’s website or otherwise provided in writing by Company.  If Customer does not follow Company’s RMA policy with respect to any item, Customer shall be deemed to have accepted that item the limited warranty for that item shall be deemed to have expired and shall no longer apply to that item or related claims.

8. LIMITATION OF LIABILITY.  Under no circumstances, not even a failure of essential purpose of the remedy above and regardless of the nature of or legal basis for any claim, including negligence, will Company be liable for any special, consequential, incidental or punitive damages of any kind, including but not limited to lost profits or revenue, loss of use of products or facilities, claims of Customer’s customers or others, and the cost of efforts to mitigate any damages.  In any event, Company shall not be liable to Customer on any claim or set of related claims for a total amount in excess of the purchase price paid for the item or service alleged to be nonconforming or defective.

9. COLLECTION COSTS.  If  Company  engages  an  attorney for  collection  of  any amount  due to Company by Customer,  Customer  agrees  to  pay  Company’s  reasonable  collection  costs,  including reasonable attorney fees, even if no legal proceeding is filed.

10. LAW, VENUE.  This agreement shall be governed by and construed and enforced in accordance with the laws of Oregon, as such laws apply to a contract made and performed in Oregon.  Exclusive venue for any dispute arising out of or relating to the Purchase Order or the Items shall be in the Federal or State courts located in Lane County, Oregon.

11. IMPRACTICABILITY.  Company shall not be liable for failure to deliver or for delays in delivery or performance due to (a) causes beyond its reasonable control, such as acts of God, acts of Customer, war, governmental intervention, fires, strikes, civil disturbances, criminal acts, delays in its usual source of supply, delays in transportation, or (b) any other commercial impracticability.

12. MODIFICATION, ENTIRE AGREEMENT.  This Agreement may only be modified or any term hereof waived by the parties’ written agreement, and no waiver shall constitute a continuing waiver.  These Standard Terms are the complete and exclusive statement of the parties’ agreement, and supersedes all prior and contemporaneous communications or representations, oral, written or implied, including those involving any agent of either party, relating to Customer’s purchase of the items.  No communications or representations made by either party or either party’s agents not expressly set forth or referenced herein shall be binding on either party.  

HardyLifts, LLC RETURN MATERIALS AUTHORIZATION POLICY

If Customer believes that an item purchased from Company is materially defective in materials or workmanship and is therefore subject to claim under Company’s limited warranty during the warranty period, Customer must do the following:

1. Customer must first contact Company via phone or email and provide Company with a detailed description of the alleged defect, and will make good faith efforts to cooperate with Company and follow Company’s reasonable instructions to determine if the defect can be identified and evaluated, and if it can be corrected without shipping the item back to Company.  For example, Company may be able to resolve the problem with instructions via phone or email, or may suggest shipping a replacement part or component to Customer.  In some cases Company may request that Customer ship only a particular part or component back to Company for evaluation, repair or replacement.

2. If the alleged defect cannot be identified, evaluated and resolved without shipping the item back to Company, Customer shall ship the item to Company for evaluation and, if appropriate, repair or replacement.  Customer shall bear the risk of loss until the item is delivered to Company, and shall pay all costs of handling and shipping (including without limitation insurance).

3. If Company determines that the item is defective, Company shall repair or replace the item and promptly ship it back to Customer, and shall reimburse Customer for Customer’s reasonable costs of shipping the item back to Company.

4. If Company determines that the item is not defective within the terms of the limited warranty provided in Company’s Standard Terms, or that the item has been subject to misuse as described in the Company’s Standard Terms, Company shall ship the item back to Customer, shipping prepaid by Customer, and Customer shall be responsible for all costs of handling and shipping and Company’s reasonable costs of investigating the alleged defect.

Company’s sole responsibility and Customer’s exclusive remedy under the limited warranty shall be, at Company’s option, to (i) repair or replace the defective Item or (ii) refund to Customer the purchase price paid for the defective item.  Replacement parts may be new or refurbished.  For refurbished items, cosmetic defects are excluded from warranty.  

All shipments by Company hereunder shall be subject to Company’s Standard Terms.

HardyLifts, LLC  PRODUCT TRIAL USAGE POLICY

Customer has requested, and Company has agreed, to provide the item(s) on the attached purchase order on a trial basis.  As such, all of the Company’s Standard Terms shall apply to this purchase.  Provided, however, that if Customer is not satisfied for any reason with these item(s) Customer may return the item(s) to Company in accordance with the Company’s RMA policy not less than thirty (30) days after Customer’s receipt of the item, costs of shipping to be paid by Customer (and not reimbursed by Company).

If Customer returns the item(s) to Company on the terms and within the time required by this Trial Usage Policy, Customer shall not be required to pay the purchase price for the item(s), provided, however, that Customer shall be liable to Company for the cost to remedy or replace any items damaged by Customer during Customer’s trial use or during shipping, up to the total cost of the item if necessary, as such cost is determined by Company.

Company, in Company’s discretion, may require Customer to pay a deposit against damage in trial usage or shipping, against which Company may offset any amounts due Company hereunder, the remainder to be refunded after Company has evaluated the returned item(s).