SPEC ARMS LLC STANDARD TERMS OF SALE
All sales by Spec Arms LLC (“Spec Arms”) are subject to the following Terms of Sale. In these Terms of Sale, (i) the term “Products” refers to the firearms, firearm components, gears, accessories or other items sold by Spec Arms; and (ii) the term “Buyer” refers to the person or entity purchasing Products from Spec Arms.
1. Orders; Prices; Returns. All orders for Products must be in writing or given electronically. All orders are subject to final approval by Spec Arms. Orders may not be changed or canceled without the written approval of Spec Arms. The prices of Products will be those set forth in writing by Spec Arms from time to time. Unless otherwise agreed in writing by Spec Arms, prices are exclusive of all federal, state, local or other taxes or other charges of any kind. Except as authorized by Spec Arms in writing, Buyer may not return Products without prior written approval from Spec Arms and issuance of a Return Materials Authorization number. If Spec Arms decides to accept returned Products, Spec Arms may impose conditions and fees for such returns, including without limitation restocking fees, and Buyer will be responsible for all shipping charges.
2. Payment Terms. Full payment is required in advance unless Spec Arms agrees to extend credit. Spec Arms reserves the right to assess a fee on all credit card payments. If Spec Arms does agree to extend credit, payment terms are net 30 days. Spec Arms may assess a finance charge on all past due invoices or other amounts owing in an amount equal to the lesser of 1.5% per month or the maximum rate permitted by law. Spec Arms will be entitled to recover its actual attorney fees, costs and collection expenses incurred in the collection of any amount owing to Spec Arms.
3. Shipments and Delay. Unless otherwise agreed by Spec Arms in writing, the Products are sold F.O.B. Sparta, Michigan. Risk of loss to the Products shall pass to Buyer upon delivery of the Products to the carrier and Buyer has the responsibility for filing claims for loss or damage in transit. Shipping dates are estimates only and Spec Arms is not responsible for any delay in shipment or delivery for any reason.
4. Compliance with Laws. Buyer, its employees, agents, representatives and all others under Buyer’s control shall comply with all applicable laws, regulations and legal requirements, including without limitation all licensing requirements.
5. Warranty; Limitations. The sole warranty provided by Spec Arms related to the Products is Spec Arms’ standard Limited Warranty, which Spec Arms may modify from time to time in its sole discretion (as amended, the “Limited Warranty”). The Limited Warranty applies only to the original owner of the Product. EXCEPT AS SET FORTH IN THE LIMITED WARRANTY IN FAVOR OF THE ORIGINAL OWNER, (i) SPEC ARMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS; AND (ii) SPEC ARMS MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING THE PRODUCTS.
6. Indemnification. Buyer shall defend and indemnify Spec Arms against any claims, losses, damages, expenses or other liabilities (including actual attorney’s fees and costs) incurred by Spec Arms related to or arising out of (i) any action or omission by Buyer, its employees, agents, representatives or anyone else under Buyer’s control; (ii) any representation, warranty or statement regarding the Products made by Buyer, its employees, agents, representatives or anyone else under Buyer’s control unless such representation, warranty or statement is authorized by Spec Arms in writing; (iii) any negligence or intentional misconduct by Buyer, its employees, agents, representatives or anyone else under Buyer’s control; (iv) any actual or alleged non-compliance with law, regulation or other legal requirement by Buyer, its employees, agents, representatives or anyone else under Buyer’s control; and/or (v) any breach by Buyer of these Terms of Sale or any other agreement with Spec Arms.
7. Intellectual Property; Confidentiality. Buyer agrees that Spec Arms is the sole and exclusive owner of all intellectual property and all intellectual property rights relating to the Products, including any improvements or modifications to the Products. Buyer agrees to keep confidential and not use or disclose any confidential or proprietary information of Spec Arms, including without limitation any information regarding Spec Arms’ business, pricing, customers, operations, manufacturing or technology.
8. Force Majeure. Spec Arms shall not be liable for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by accident, strike, fire, riot, civil commotion, insurrection, war, weather, embargo, inability to obtain supplies or materials, epidemic, pandemic, government requirements, acts of God or other activities beyond Spec Arms’ reasonable control.
9. NO CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SALE OR ANY OTHER AGREEMENT, (A) SPEC ARMS SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF SALE OR THE PRODUCTS; AND (B) IN ADDITION TO THE PRECEDING CLAUSE, BUYER AGREES THAT THE AGGREGATE LIABILITY OF SPEC ARMS FOR ANY AND ALL TYPES OF LIABILITIES RELATED TO OR ARISING OUT OF THESE TERMS OF SALE AND/OR THE PRODUCTS SHALL NOT EXCEED IN THE AGGREGATE THE PRICE PAID BY THE BUYER TO SPEC ARMS FOR THE PRODUCTS THAT RESULTED IN THE CLAIMS OR LIABILITIES AT ISSUE.
10. Applicable Law and Venue. These Terms of Sale shall be governed by the laws of the State of Michigan. Any dispute arising out of or related to these Terms of Sale or the Products shall be resolved exclusively by a state or federal court that is located in, or whose jurisdiction includes, Kent County, Michigan, and such court shall have exclusive jurisdiction and venue over the parties with respect to such dispute.