Grasshopper Terms and Conditions
This transaction is subject to the following terms and conditions, which are hereby incorporated into this transaction by this reference:
1. Acceptance and Entire Agreement. By accepting this (transaction), you (the “Customer”) agree with Grasshopper Industries L.L.C. (“Grasshopper”) that these terms and conditions are reasonable and that this transaction becomes a binding contract. (This transaction may refer to Grasshopper and the Customer individually as the “Party” and collectively as the “Parties” as the case may be.) The Customer may accept this transaction by any reasonable and customary expressed or implied communication of acceptance, including the Customer sending an email or fax or by the Customer delivering to Grasshopper the goods that are the subject of this transaction. Once the Customer accepts this transaction, it constitutes the entire agreement between the Parties regarding its subject matter. Further, the transaction supersedes any previous written or oral negotiations or agreements regarding its subject matter. No terms or conditions inconsistent with this transaction, including, without limitation, those found in the Customers purchase (such as quantities, delivery schedules, or inconsistent printed text) will have any force or effect on this transaction unless specifically agreed to in writing and signed by Grasshoppers expressly authorized agent. Further, any changes, alterations, waivers, or modification to either this transaction or the Goods and Services to be performed must also be specifically agreed to in writing and signed by Grasshopper’s expressly authorized agent.
2. Customer’s Modifications and Incidental Charges. The prices in this transaction are subject to change if the Customer wishes to change any specification, term, or condition of this transaction. Prices are also subject to change if the Customer requests more or less of the quantity stated in this transaction. Further, any special packaging requirements, delivery requirements, or other specification requirements, including, but not limited to, custom alterations to design, materials used, and other requests not expressly provided in this transaction will be subject to additional charges by Grasshopper.
3. Payment Terms. The payment terms quoted herein are based on the Customer’s present financial condition and record of payment. If any material changes arise, Grasshopper has the right to require C.O.D. or other security for payment or to withhold delivery. Grasshopper reserves the right to charge the Customer a 2% per month penalty on all invoices unpaid beyond the payments terms stated in this transaction. If the Customer defaults in payment, in addition to the amount owing, the Customer will pay Grasshopper its costs of collection, including, without limitation, reasonable attonrney’s fees, court costs, post-judgement interest, costs of collecting a judgement, and reasonable post-judgement attonrney fees.
4. Cancellation by the Customer. In the event the Customer cancels this transaction following the Customer’s acceptance and Grasshoppers commencement of its Goods and Services under this transaction, the Customer agrees to pay Grasshopper its costs for all work completed and in progress through the date of cancellation. This is without prejudice to all other and additional right as may be available to Grasshopper under the law and equity.
5. Standards of Practice. Grasshopper has adopted the following standards of practice that are based in part on the generally accepted standards of the manufacturing industry. The Customer agrees that the following standards governs Grasshopper’s Services, and the Customer agrees to be bound by these standards as material terms and conditions of this transaction. (For the purpose of this Transaction the term “goods” is used as defined in Article 2 oof the Uniform Commercial Code as adopted and modified under Utah law. The term specifically includes, without limitation, the Customers new and used parts, tools, and materials provided to Grasshopper for processing.)
a. It is generally recognized that even after employing all the engineering methods and manufacturing science known to Grasshopper and its capable employees and subcontractors there remain hazards and risks (including dismemberment or death) in climbing and using manufactured climbing goods. As a consequence, and in order to avoid misunderstandings, Grasshopper is setting forth in the Section the terms and conditions under which Grasshopper will accept and service the Customer’s purchase request.
b. Grasshopper sets its prices for its Goods and Services based on the limitations of liability set forth in this transaction. Therefore, Grasshopper will only assume liability greater than those limitations stated herein if the Parties have previously negotiated a greater liability and their agreement is set forth in an unambiguous writing signed by an officer of Grasshopper. In such event, Grasshopper may set a higher price for its services.
c. Whenever the Customer provides to Grasshopper the request for Grasshoppers products and services, Grasshopper’s responsibility for carrying out the request will end once executed. Accordingly, the Customer must declare in writing the requested product and its specifications for handling prior to Grasshopper performing the Services.
d. For all the other applications of the Services, Grasshopper’s liability for any cause is limited to (i) the cost of direct labor and material of the good directly damaged by Grasshopper product or (ii) one and one half times (1.5x) cost of Grasshopper product, whichever is less.
f. Grasshopper assumes no liability for any loss of or damage incurred to the product while in transit to or from Grasshopper’s facilities, whether in trucks or vehicles owned by Grasshopper, the Customer, or any third person acting in Grasshopper’s or the Customer’s behalf. Further, Grasshopper assumes no loss of or damage to the product, including, without limitation, by theft, fire, or act of God.
g. Under no circumstances will Grasshopper be liable to either the Customer or third party for special, indirect, or consequential damages.
h. Grasshopper will assume that the Customer accepts all of Grasshoppers products as satisfactory unless the Customer notifies Grasshopper of damages, shortages, or other discrepancies within ten business days of the Customer’s receipt of the requested goods. If the Customer or any third party further processes or assembles the rejected goods, the Customer waives any liability on Grasshopper ‘s products.
i. In the event that results of the Goods and Goods and Services are unsatisfactory due to metal imperfection, changes in grade or composition of materials, manufacturing or fabrication imperfection, uses for which the product were not reasonably designed, and similar variables over with Grasshopper
has no control, the Customer will still be required to pay the quoted amount for the Goods and Services performed.
6. No Warranty on Services. Grasshopper will perform Goods and Services and provide Product as specified in this transaction, and Grasshopper makes no other express or implied warranties, including any warranty for fit, or performance of any particular purpose or function unless expressly stated in this transaction. The Customer agrees to indemnify and holds harmless Grasshopper from any claims, liability, or loses arising from any use of the goods that are the subject of this transaction.
7. Governing Law, Choice of Forum, and Limitation Period. Each Party agrees that this transaction will be governed by and construed in accordance with the laws of the state of Utah (without regard to conflict off law principles). Further, each Party agrees that if a controversy arises between them regarding the interpretation or enforcement of this transaction that the aggrieved party will first seek to resolve the matter by engaging in good faith discussions with the other party with the objective of resolving the matter informally before initiating any legal action or seeking any equitable remedy. If litigation is necessary to resolve a controversy, each party agrees that any actions, suits, or other proceedings will be litigated in courts located in Salt Lake County, Utah having competent jurisdiction over any action, suit, or other proceeding by the other. Each Party agrees that regardless of any statute or law to the contrary, any claim, cause of action, or suit in equity arising out of or related to this Transaction, its terms or conditions, or the Goods and Services provided here under must be filed within one (1) year after such claim, cause of action, or equitable claim arose or be forever barred.