Any order submitted for Tarp Innovators and/or any other item (herein the “Goods”) will constitute deemed acceptance and agreement by the Buyer to the following terms and conditions of sale. Any difference or additional terms are hereby expressly objected to and rejected by Island Tarp & Containment, LLC dba Tarp Innovators (herein the “Company”)

Acceptance

All quotations covering Seller’s products are made and all contracts or orders for said products are accepted and all shipments are made on the condition that the Standard Terms and Conditions of Sale set forth herein shall be applicable. Buyer’s acceptance of the products or services delivered by Seller shall constitute an affirmation by Buyer that the terms and conditions set forth herein govern the purchase and sale of the goods or services. THE TERMS OF THIS CONTRACT SHALL SUPERCEDE ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS PROPOSED BY BUYER OR CONTAINED ON BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER, unless specifically agreed to in writing, signed by a corporate officer of Seller before becoming binding on either Seller or Buyer. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions of this acceptance. These Terms and Conditions of Sale shall be applicable whether they are attached to or enclosed with the products to be sold hereunder. All contracts must be approved and accepted by Seller at its home office at 23010 Ryen Drive NW, Suite C, Poulsbo, WA 98370

Prices, Taxes & Interest Charges.

Prices are subject to change without notice. Seller’s price in effect at the time of order acknowledgement, if order is acknowledged, or at time of shipment, if order is not acknowledged, will apply. Prices quoted on said acknowledgement are firm and not subject to audit or price redetermination. Any portion of the price not paid in accordance with the required term of payment will bear interest from the due date at a rate of one and one-half percent (1.5%) per month until paid. All order under $10,000.00 are due Net 30 unless prior approval has been made by the Company. Orders over $10,000.00 require a 50% deposit at the time of order. Remaining balance due net 30 from the date of shipment of finished product. Early payment discounts apply to whole invoice amount if received within 15 days of issuance of invoice.

Accepted Forms of Payment

Payment may be made by check or credit card. Credit card payments are assessed a 3% processing fee. ACH check payments are available and preferred.

Billing Address.

All mailed payments shall be sent to the following address:
Tarp Innovators
c/o Liberty Bay Bank
19917 7th Ave NE
Poulsbo, WA 98370

Delivery

Prices quoted are F.O.B. Origin, our place of manufacturing, and the amount of any local, state or federal taxes on Goods shall be added to the price and paid by the Buyer. All claims for damage must be filed with the carrier. CHECK FOR DAMAGE & VERIFY CONTENTS UPON RECEIPT. Any obvious damage to the carton or packages should be immediately brought to the attention of the carrier delivering the shipment to you and noted on the delivery receipt. If concealed damage is discovered when merchandise is unpacked, save the packages and notify the carrier for inspection. Your claim for damaged materials should be filed at once with the transportation company, as the responsibility of Seller ceases upon delivery to the carrier at the shipping point. Shipping dates are approximate and are based upon prompt receipt from Buyer of all necessary information. In no event will Seller be liable for damages of any kind arising out of delay or non-delivery arising from causes beyond its reasonable control. Such causes shall include but not restricted to, acts of Nature, acts of civil or military authority, war, riots, fire, explosion, flood, strike, lockout, injunction, accident, breakage of machinery or apparatus, or inability to obtain fuel, raw materials, production capacity, labor, containers or transportation facilities. In the event of any such delay, the date of delivery shall, at the request of Seller, be deferred for a period equal to the time lost by the reason of delay.

Discounts

A 1% discount is applicable for any invoice which payment is received within 15 days of issuance of invoice. Volume discounts may be discussed on quantity orders on a case by case scenario.

Force Majeure

The Company shall not be responsible or liable for any delays or failures in the manufacture or delivery of Goods due to any cause or condition beyond the control of the Company, including, without limiting the generality of the foregoing, strikes, lock-outs or other labor difficulties, fire, floods, inability to secure transportation facilities, actions of the elements, shortages of materials or equipment, riots or other acts of civil commotion, and war.

Laws, Ordinances and Regulation

The Company shall utilize reasonable efforts to cause the Goods to comply with its interpretation of applicable federal safety, health and environmental standards and regulations and insurance codes of national scope. However, the Company shall not be responsible for compliance with local interpretations of such federal regulations or insurance codes, not with any local laws, by-laws, ordinances, codes and/or regulations which may at any time be in effect at any location where the Goods are to be utilized, unless such responsibility is expressly assumed by the Company in writing.

Changes in Detail of Design

The Company shall be entitled to make any and all changes in the details of design, fabrication or arrangement of Goods as the Company, at its sole discretions, determines will constitute an improvement upon any specifications or designs previously furnished.

Warranty

The company warrants that the Goods are in accordance with the Company’s published specifications at the time of the shipment (the “Specifications”). The Company will repair or replace, at its option, Goods which fail to conform to the Specifications. However, the Company shall in no event be responsible for the cost of field labor or any other charges incurred by the Buyer in returning the Goods to the Company for repair or replacement. The Company shall always have the sole right and option to determine whether to repair or replace Goods that do not conform to the Specifications. No returns shall be made without the prior written consent of the Company. The Company honors a pro-rated warranty of the fabric used as offered by the fabric manufacturer. The Company offers a pro-rated warranty on workmanship for 10 years.

Liability Limitation

In no event shall the Company be liable to the Buyer or to any third party for consequential, incidental or special damages resulting from or in any manner related to the Goods, their delivery, non-delivery, design, use, or any inability to use the same, whether such damages be claimed under contract, tort or any other legal doctrine, theory or avenue, it being understood that the sole and exclusive remedy of the Buyer or any third party shall be in the repair or replacement of the defective Goods pursuant to the “Warranty” provisions hereinabove contained and, where applicable, the terms of the Limited Warranty.

Exclusion of Other Warranties

Except for express warranty set for above, and the limited warranty (where applicable), the Goods are not subject to any other express or implied warranties, guarantees or conditions, statutory or otherwise, including, but not limited to, any implied warranties of merchantability. Fitness for any particular purpose, end use, or otherwise. No warranty, statement or representation of the Company shall be effective to vary or expand the above referenced express warranty or limited warranty (where applicable) or any other terms hereof.

“Off Quality” and Goods Made to Buyer’s Specifications.

The Company makes NO WARRANTY WHATSOEVER, except as to title, with respect to Goods manufactured compounded and/or designed to Buyer’s own specifications or if the Buyer has requested off-quality goods or “seconds” (collectively “Off-Quality Goods”). Further, the Buyer expressly agrees to indemnify and save the Company harmless from and against any loss, damage, claim, action, suit, proceeding, deficiency, or expense, including legal and accounting fees and other out-of-pocket costs relating to, arising out of, or in connection with the design, compounding, manufacture, sale, delivery or use of goods made to the Buyer’s own specification or Off-Quality Goods.

Disclaimer of Seller’s Warranty on Products Manufactured by Seller

Products not manufactured by Seller are covered, if at all, by the original manufacturer’s warranty, copies of which are available on Buyer’s request. Seller makes no warranty or representation whatsoever, expressed, or implied, beyond the description on the face hereof including the warranty of merchantability and fitness for a particular purpose, with respect to products not manufactured by Seller.

Cancellation, Deferrals or Change Orders

No orders may be withdrawn or cancelled by the Buyer nor may be deferred when ready, unless the Company is first paid a cancellation or deferral charge in an amount to be determined by the Company at the time the order for the Goods is made. Cancellation fee may include the cost of materials ordered specifically for the client, if the material order cannot be cancelled without charge. Further, if the Buyer requests changes after the receipt of the order by the Company, it shall be responsible for all charges reasonably assessed by the Company with respect to such changes. Any cancellation received after the Company has purchased materials shall be subject to a cancellation fee.

Expedite Fees

Expedited orders must be approved by the Company prior to the Buyer placing the order. An expedite fee shall be determined on a case by case basis.

No Protection from Claim of Infringement

The Company makes no representation or warranty that the delivery or subsequent use of Goods shall be free of claim of or by any third party by way of infringement of proprietary or intellectual rights.

Applicable Law

The validity, performance, and construction of these terms and all sales there under shall be governed by the laws of the state in which Buyer’s order is accepted by Seller.