Terms and Conditions

STANDARD TERMS AND CONDITIONS OF SALE
PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY

Acceptance of orders by Zone Enterprises, LLC (“Zone”) from any Buyer is conditioned upon Buyer’s consent and agreement to the Terms and Conditions set forth below (“Zone Terms and Conditions”). The Buyer’s placement of an order for products from Zone constitutes consent and agreement to Zone Terms and Conditions. Buyer acknowledges and agrees that Zone Terms and Conditions shall supersede and govern all transactions between Buyer and Zone. The Zone Terms and Conditions shall apply to all orders, whether said order is via electronic delivery including email, verbal (by telephone) or written orders sent by Buyer to Zone, notwithstanding any variance with the terms or conditions of any order or other instrument provided by Buyer to Zone. In the event of any variance with terms or conditions of any order or other instrument provided by Buyer to Zone, the Zone Terms and Conditions shall apply. Zone may change these Terms and Conditions upon written notice to Buyer, which changes shall apply to orders made by Buyer after Buyer’s receipt of such notice. Zone reserves the right to refuse to fill orders from, or otherwise do business with, any party for any reason, whether or not set forth in the Zone Terms and Conditions.

Quoted Terms: All quoted terms are subject to correction for clerical error, and may be modified by Zone, with or without notice, at any time.

Prices and Charges: Unless otherwise agreed to in writing by Zone, all prices, payments and references thereto shall be in U.S. Dollars. Any quotation issued by Zone shall not be binding upon Zone after thirty (30) days from issuance. If Zone agrees to a blanket purchase order from Buyer, Zone shall have the option throughout the term of said purchase order to change the prices of the goods under said purchase order upon thirty-days prior written notice to Buyer. All prices contained within the Zone quotation are, unless specifically identified therein, exclusive of applicable sales, use and other taxes, import or export duties, value added taxes, special licenses or permits, all of which shall be paid by the Buyer.

Cancellations or Modifications: Once Buyer’s order is accepted by Zone, a binding contract is created to purchase and sell the product identified on Buyer’s order on the Zone Terms and Conditions. Acceptance of any purchase order may be contingent upon approval by Zone of the Buyer’s credit. Buyer cannot cancel, assign or modify its order once accepted by Zone unless Zone expressly agrees otherwise. If Buyer cancels or changes its order for a “standard” product for any reason, Buyer shall pay to Zone all costs and expenses incurred in preparing to fill Buyer’s original order up to the effective date of the cancellation or change, plus a cancellation fee equal to fifteen percent (15%) of the original order amount attributable to said cancellation or change. If Buyer cancels or changes its order for a “special” product for any reason, Buyer shall pay to Zone a fee equal to one hundred percent (100%) of the original order amount attributable to said cancellation or change. For the purposes of the Zone Terms and Conditions, “standard” products shall refer to those products which are part of Zone’s standard line offered by Zone to many customers generally in the usual course of business and “special” products shall refer to those manufactured and/or sold by Zone to meet the Buyer’s particular specifications or requirements. In the absence of a determination by Zone otherwise, all orders shall be categorized as “special.”

Terms of Payment: If Zone deems Buyer’s financial condition or payment practices to be unsatisfactory, cash payment or other security may be required. If Buyer fails to meet such requirements, Zone may treat such failure as reasonable grounds for the lawful termination of any pending order of that Buyer. Zone shall have the right to issue invoices to Buyer upon readiness of goods for shipment. Unless otherwise agreed upon by Zone, invoices shall be due and payable NET 30 DAYS following date of invoice without regard to delays of transportation or inspection. Interest shall accrue on any overdue payment at the rate of 1.5% per month, or at the maximum lawful rate of interest, whichever is less.

Title and Risk of Loss: All delivery of goods will be made F.O.B. at the point of shipment to Buyer. Title to goods and risk of loss shall pass to Buyer upon delivery of the goods to the carrier at the point of shipment. Freight and shipping obligations shall have no bearing on transfer or title or risk of loss. All shipments must be insured at Buyer’s expense and made at the Buyer’s risk.

Quantity: Zone reserves the right, in its sole discretion, to ship all goods (whether “standard” or “special”) in quantities which are up to 10% over or under quantities quoted; such shipment shall constitute fulfillment of the order unless otherwise agreed to in writing.

Notice of Claims: Claims for damages or shortages attributed to Zone must be filed by Buyer within 90 days following receipt of goods or notice of loss, whichever occurs first, and must be accompanied by Zone’s packing slip and a detailed description of the claim.

Security Interest: Buyer hereby grants Zone, and Zone shall retain, a security interest in all goods shipped or delivered to Buyer until payment of the total purchase price is received by Zone. At the request of Zone, Buyer shall execute and deliver to Zone any instruments which Zone may deem necessary to protect Zone’s security interest in the goods. Zone shall have the right to file UCC financing statements and to take other appropriate actions to perfect its security interest in the goods.

Limited Warranty: Except as otherwise specifically set forth herein, Zone warrants only that the goods furnished by Zone shall conform to specifications regarding material and size set forth on Zone’s quotation, subject to Zone’s standard tolerances for variations. This limited warranty shall be in effect for a period of 90 days following the date of shipment of the goods. To obtain consideration under this limited warranty, Buyer must first send written notice to Zone, stating in what respects the goods are believed by Buyer to be nonconforming. Failure to give written notice within the warranty period shall be a waiver of this limited warranty and no assistance or other action thereafter taken by Zone shall be deemed to extend or revise the warranty period. Any goods believed by the Buyer to be nonconforming shall be returned by Buyer to Zone’s facility, transportation prepaid, for examination by Zone. No goods shall be returned to Zone unless Buyer first obtains a return authorization from Zone. If, in Zone’s reasonable judgment, the goods returned by Buyer are nonconforming and covered under this limited warranty, Zone shall have the option of (i) repairing or replacing such goods or (ii) canceling the order or portion thereof applicable to the non-confirming goods and issuing a credit to Buyer for the specified purchase price thereof, provided, in each case, that the nonconforming goods are returned to Zone’s facility. This limited warranty shall not apply to products which, in Zone’s reasonable judgement, have been the subject of negligence, misuse, abuse, accident, misapplication, tampering or alteration; nor shall it apply to products damaged by acts of God, war, terrorism or civil insurrection, improper installation, operation, maintenance or storage, or other than normal application, use or service, including without limitation, failures caused by foreign materials, corrosion, erosion or wear and tear. This limited warranty shall not cover, and Zone shall not under any circumstances be liable for, damages for injuries, to person or property; claims of third parties; loss of product; loss of revenues or profits; loss of use; expenses of labor travel or other items relating to the removal or replacement of nonconforming goods; damages resulting from the removal of nonconforming goods or installation of repaired or replacement goods; expenses relating to the transportation of goods to and from Zone’s facility; any consequential, incidental, contingent or special damages, whether arising in contract, in tort or under statute; or any other damages or expenses not agreed upon in writing by Zone, even if Zone has been advised of the potential for any such damages or expense. In no event shall Zone’s total liability exceed the specified purchase price of the subject goods. THIS LIMITED WARRANTY IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. No person is authorized to give any other warranty or to assume any other liability on Zone’s behalf.

Force Majeure: In no event shall Zone be liable for any non-performance, delay in performance, or any other variation from Zone’s performance obligations, nor any loss or damage to any goods supplied to Buyer, when occasioned directly or indirectly by any cause beyond the reasonable control of Zone or its suppliers, vendors, subcontractors, or other representatives or agents, including, but not limited to, communication line failures; power failures; natural disasters or acts of God; acts of terrorists, criminals or a public enemy; war, riot, pandemic; official or unofficial acts, contracts, regulations or restrictions of any foreign or domestic governmental agency; acts of Buyer or its employees, contractors, customers or agents; strikes or labor difficulties; or failures, shortages or delays in Zone’s usual sources of labor or materials. Zone shall automatically be entitled to a reasonable extension of all periods of performance when delayed by such cause.

Governing Law: The Zone Terms and Conditions shall be interpreted and enforced in accordance with the laws of the State of Missouri, including the Missouri Uniform Commercial Code, without giving effect to principles of conflict of laws. Whenever any conflict exists between the Zone Terms and Conditions and any provision of such Uniform Commercial code, the Zone Terms and Conditions shall govern. If any term or condition contained herein is found by a court of competent jurisdiction to be invalid or unenforceable, it shall be deemed stricken here from without affecting the remaining terms or conditions hereof.

Conflicting Provisions: In consideration of the prices charged for the goods, which are based in part on the Buyer’s acceptance of the Zone Terms and Conditions and allocations of risk provided for herein, the Zone Terms and Conditions shall supersede any provisions, terms, and conditions contained in any purchase order, confirmation order, or other writing a Buyer may have given or may hereafter give, and the rights of the parties shall be governed exclusively by the provisions, terms, and conditions thereof. Zone makes no representations or warranties concerning this order except such as are expressly contained herein, and this order may not be changed or modified orally.

Notices: All notices and other communications required hereunder shall be in writing and delivered via email. Any such notice shall be deemed to have been given on the date the email is sent during regular business hours of Zone.