Parties: As used herein “Nelson” refers to Nelson Irrigation Corporation, an Illinois Corporation, and its affiliates and subsidiaries. As used herein “Customer” refers to the purchaser of products from Nelson pursuant to this agreement, whether or not such purchaser is the end user of the products.
Terms: Payment terms are as set forth on the invoice, no statement will be provided. Interest at the rate of 1½% per month will be charged on past due balances. In addition, past due accounts will be placed on hold until the account is brought current. Once an account is more than 30 days past due, credit worthiness must be re-established to return to open account status.
Credit Limits: Credit limits are set on each account and the Nelson Territory Manager is responsible to maintain these at the proper level.
Freight: F.O.B. Nelson shipping point. Title and risk of loss shall pass from Nelson to Customer upon delivery to Nelson’s shipping point.
General: Prices are subject to change without notice. All orders will be subject to the prices in effect on the date Nelson accepts the order. Stocking order quantities may be adjusted to match standard factory shipping package quantities. Delivery estimates are made in good faith but are subject to delays due to government restrictions, failure of our suppliers to deliver, fire, strikes, pandemic, Acts of God, or other causes beyond Nelson’s control.
Errors: Claims for errors in packing must be made within five working days after shipment is received by Customer. Claims for pricing or other errors must be made within 30 days after receipt of merchandise by Customer.
Returns: Upon Nelson’s written authorization only, equipment in new and salable condition may be returned freight pre-paid for credit. Returned goods are subject to a 20% re-handling charge.
Cancellations: Orders may be modified or cancelled not less than 15 working days prior to scheduled shipment, at no cost.
Indemnification: Customer agrees to indemnify and hold harmless Nelson and its affiliates, assigns, officers, agents, employees, and subsidiaries from any and all liability, claims, debts, counterclaims, crossclaims, setoffs, liens, judgments, demands, causes of action, fines, criminal or civil penalties, costs, and expenses (including reasonable attorneys’ fees and costs of investigation and litigation) of whatever kind and nature, including without limitation claims for personal injury, property damage, or economic losses, arising out of, in connection with, or relating in any way to the performance of Nelson under this Agreement or the use or purchase of any Nelson product, whether or not Customer is the end user of the product. Nelson reserves the right hereunder to assume exclusive defense and control of any matter subject to indemnification by Customer.
Acceptance: Receipt of confirmation of order by Customer constitutes acceptance of these Terms and Conditions.
WARRANTY and DISCLAIMER: Nelson products are warranted for one year from the date of original sale to be free of defective materials and workmanship when used within the working specifications for which the product was designed and under normal use and service. The manufacturer assumes no responsibility for installation, removal or unauthorized repair. The manufacturer’s liability under this warranty is limited solely to replacement or repair of defective parts, and the manufacturer will not be liable for any crop or other consequential damages resulting from any defects in design or breach of warranty. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSES and of all other obligations or liabilities of manufacturer. No agent, employee or representative of the manufacturer has authority to waive, alter or add to the provisions of warranty, nor to make representations or warranty not contained herein.
Force Majeure. Neither party shall be liable for any failure of performance hereunder where such failure or delay has been occasioned by fire, floods, earthquakes, embargo, strikes, wars, accidents, acts of God, voluntary or involuntary compliance with any valid or invalid law, or regulation of any governmental agency or authority, or other causes beyond the reasonable control of said party.
Applicable Law: This Agreement is governed by and construed in accordance with the laws of the State of Washington and applicable United States law, without giving effect to any conflict of laws principles. You agree that any action arising out of or related to this Agreement will be filed only in the federal courts in the Eastern District of Washington or the Walla Walla County Superior Court. In any dispute arising out of this Agreement the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and disbursements whether before or at trial, and upon any appeals.
Modification and Waiver: No valid waiver of any provisions contained herein shall occur unless made in writing and signed by an authorized officer of Nelson. Failure of Nelson to insist upon strict performance or object to any attempted modification shall not constitute waiver of any provisions in this Agreement. Nelson reserves the right to insist at any time upon strict compliance with the terms contained in this Agreement, notwithstanding any previous custom, practice, or course of dealing to the contrary.
Entire Agreement: This Agreement and any invoice issued to Customer constitute the entire agreement between Nelson and Customer. No modifications or changes to the terms of this Agreement or payment terms set out on the invoice shall be binding unless in writing and signed by an authorized officer of Nelson.
Notice: For any notices required to be given to Customer under this Agreement, such notice shall be delivered in the same manner as Customer’s written election for delivery of invoices, reflected on Customer’s Dealer Information Sheet.