Checkers Policies

These terms and conditions govern the sale of Products ("Product" or "Products") by Checkers Industrial Products, LLC ("Checkers") ("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. Shipment of any products by Seller will be on these terms and conditions and no modification shall be effected by the acknowledgment or acceptance of any purchase order forms containing different terms and conditions from those set forth herein.

Orders: All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller's written consent. All orders must identify the products, unit quantities, part numbers, applicable prices and requested delivery dates of the Products being purchased.
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Prices: The prices of the Products are specified on the front of the invoice. All prices and payments are based on U.S. dollars. 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) calendar days from the date issued, or as otherwise stated in the quotation.
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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. 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 invoice.
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Payment: Payment may be made by check, money order, credit card, or wire transfer (all fees related to the foregoing to be paid by Buyer). Where Seller has extended credit to Buyer on a pre-approved basis, the terms of payment shall be net thirty (30) calendar days from date of invoice, without offset or deduction. On any past-due invoice, Seller may impose an interest charge at the rate of one and a half percent (1.5%) per month. If Buyer fails to make any payment when it is due, or if Seller has any reason to doubt Buyer's financial solvency, Seller may change or withdraw credit and 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 attorneys' fees, court costs and fees, and collections costs.
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Delivery and Title: All deliveries will be made Ex Works Checkers loading dock. Title and risk of loss pass to the Buyer upon delivery of the Product to the carrier. Methods and routing of shipment are at Seller's discretion unless Buyer supplies explicit instructions. 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. A delayed delivery of any part of a purchase order does not entitle Buyer to cancel other deliveries.
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Acceptance / Returns: All returns and exchanges of Products must be new, unused and contain all original packaging and other materials or accessories and be accompanied by a Return Merchandise Authorization (RMA). An RMA may be obtained from Seller by phoning Seller at any time within 90 calendar days of Buyer's receipt of shipment. Regardless of when the RMA is issued, all returns must be completed within 14 days of the issuance of the RMA. All returns (other than those referenced in Section 7 below) will be subject to a restocking charge equivalent to 15% of the invoiced amount. Buyer must also pay all freight charges associated with shipping the Product back to Seller. Upon arrival at Seller's facility, returned Products will be verified and Buyer will be notified of any discrepancies. If the returned Products are in a new and unused condition such Products contain all original packaging and other materials and accessories, a credit memo will be issued for the invoice amount, less the restocking fee. Any credit applied to the account of a Buyer must be used within one (1) year and any unused credits remaining after this time period will be cancelled. Notwithstanding any of the foregoing, Buyer may not under any circumstances return Custom Products (as defined in Section 11) or Products that have been discontinued by Seller.
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Shortages/Discrepancies: Any shortages or discrepancies with Buyer's purchase order must be reported to Seller within 10 calendar days of receipt of shipment. If Buyer notifies Seller within such 10-day period, Buyer may return the Products to Seller at no cost to Buyer. Any Product returned by Buyer must be new, unused and contain all original packaging and other materials or accessories and be accompanied by an RMA. An RMA may be obtained from Seller by phoning the appropriate organization. Any returns due to shortages or discrepancies shall not be subject to the restocking fee referenced in Section 6.
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Limited Warranty: Checkers guarantees the products it manufactures or sells against defects in workmanship and material for a period of one (1) year from the date of shipment or date of invoice, whichever is later. The product must be used, maintained and installed according to the instructions and procedures provided, or this warranty is void. Any alteration or modification of the product will also void this warranty. Checkers' OBLIGATION UNDER THIS WARRANTY IS LIMITED TO THE REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS. No other warranty or remedy shall be provided. This warranty specifically does not guarantee or cover payment or reimbursement of any damages or consequential damages other than repair or replacement of the product.

Any claim under this warranty must be made in writing within twelve (12) months of the date of shipment or the date of invoice, whichever is later. Owner must prepay shipping costs of all products returned to Checkers under this warranty. If it is determined that the product is defective in material and /or workmanship the repair or replacement will occur, at Checkers' option, at no charge and return freight prepaid by Checkers. All other return of product to the owner shall be at the owner's expense.

CHECKERS AND ITS AUTHORIZED AGENTS, EMPLOYEES AND REPRESENTATIVES SPECIFICALLY AND EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND/OR ANY WARRANTY OF MERCHANTABILITY, THAT MIGHT OTHERWISE BE APPLICABLE UNDER ANY STATE OR FEDERAL LAW.
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Limited Liability of Checkers: Checkers and its authorized agents, distributors and representatives do not guarantee the performance of any Checkers product in the customer's use from anything other than defects in workmanship and material as provided for herein. Proper use by the customer is necessary for the effectiveness of the product, as well as the safety of those using same. The user is solely responsible to determine the suitability of any Checkers product for any intended use. The user assumes all risk and liability for use of any Checkers product. User specifically acknowledges receipt of proper instructions regarding the use of the product in the original packaging and disclaims any consequential damages to person or property, damages for loss of use, lost time, loss of profit, lost income, loss of the Checkers' product itself and/or other incidental or consequential damages other than as warranted by this limited warranty. User accepts the responsibility of removing from service any product that becomes worn out, unusable, unfit for intended use or defective in any way such as to make the product a potential safety hazard. Checkers is unable to undertake such obligations or responsibilities on behalf of the user as the user is in sole possession and control of the product.
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Use and Selection of Products: Seller and its authorized agents, distributors and representatives do not guaranteethe performance of any Product in the Buyer's use as the manufacturer is unable to assure proper use by Buyer. Proper use and installation by Buyer is necessary for the effectiveness of the Product, as well as the safety of those using the Products. Buyer is solely responsible to determine the suitability of any Product for its intended use and assumes all risk and liability for use of any Product. Buyer specifically acknowledges receipt of proper instructions regarding the use of the Product in the original packaging. Buyer accepts the responsibility of removing from service any Product that becomes worn out, unusable, unfit for intended use or defective in any way such as to make the Product a potential safety hazard. Seller is unable to undertake such obligations or responsibilities on behalf of Buyer as Buyer is in sole possession and control of the Product.
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Custom Products: Buyer may order custom products ("Custom Product(s)") created to customer's specifications. Seller is not responsible for verifying or confirming the accuracy of specifications provided by Buyer to Seller for Custom Products. SELLER'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE BUYER'S SOLE REMEDY. All Custom Products are sold on a "FINAL SALE" basis only, and no cancellations, returns, refunds or credits are allowed.
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Force Majeure: Seller is not liable for failure to fulfill its obligations for any accepted purchase 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 carrier, 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. If a force majeure event occurs, Seller's time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure event 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.
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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 constitute a representation or warranty, express or implied.
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No Offset: Any delivery not in dispute shall be paid for regardless of other disputes relating to other delivered or undelivered product orders.
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Intellectual Property: Buyer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights of Seller, or any trademarks or service marks owned by suppliers to Seller. All materials contained on any website operated by Seller are subject to the ownership rights of Seller and its suppliers. Buyer shall have no right to copy or use any of the intellectual property of Seller or its suppliers without Seller's permission.
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General: (a) The laws of the State of Colorado will exclusively govern any dispute between Seller and Buyer and any disputes arising hereunder will be venued in the State of Colorado; (b) Buyer may not assign this Agreement without the prior written consent of Seller. Seller or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successors 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. (d) The relationship between Buyer and Seller shall be that of an independent contractor. If any of the provisions contained herein are deemed illegal or unenforceable, such determinations shall not affect the validity of the remaining terms and conditions and the remaining terms will continue in force and effect to the fullest extent permitted under applicable law. (e) Seller reserves the right to correct all typographical, computation or other errors in quotations.
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May 2011