GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES
(a) These terms and conditions of sale (these "Terms") are the only terms that
govern the sale of the goods ("Goods") and services ("Services") by Outlaw Industries,
LLC ("Seller") to the buyer named on the purchase order ("Buyer"). Notwithstanding
anything herein to the contrary, if a written contract signed by both parties is in existence
covering the sale of the Goods and Services covered hereby, the terms and conditions of
said contract shall prevail to the extent they are inconsistent with these Terms.
(b) The accompanying quotation (the "Sales Confirmation") and these Terms
(collectively, this "Agreement") comprise the entire agreement between the parties and
supersede all prior or contemporaneous understandings, agreements, negotiations,
representations and warranties, and communications, both written and oral. These Terms
prevail over any of Buyer's general terms and conditions of purchase regardless of
whether or when Buyer has submitted its purchase order or such terms. Fulfillment of
Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and
does not serve to modify or amend these Terms.
(c) Notwithstanding anything to the contrary contained in this Agreement,
Seller may, from time to time change the Services without the consent of Buyer provided
that such changes do not materially affect the nature or scope of the Services, or the fees
or any performance dates set forth in the Sales Confirmation.
2. Delivery of Goods and Performance of Services.
(a) The Goods will be delivered within a reasonable time after the receipt of
Buyer's purchase order, subject to availability of finished Goods. Seller shall not be liable
for any delays, loss, or damage in transit.
(b) Unless otherwise agreed in writing by the parties, Seller shall deliver the
Goods to the location designated in the purchase order (the "Delivery Point") using
Seller's standard methods for packaging and shipping such Goods. Buyer shall take
delivery of the Goods within 2 days of Seller's written notice that the Goods have been
delivered to the Delivery Point. Buyer shall be responsible for all loading costs and
provide equipment and labor reasonably suited for receipt of the Goods at the Delivery
Point and will unload and release all transportation equipment promptly so Seller incurs
no demurrage or other expense.
(c) Seller may, in its sole discretion, without liability or penalty, make partial
shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer
shall pay for the units shipped whether such shipment is in whole or partial fulfillment of
Buyer's purchase order.
(d) If for any reason Buyer fails to accept delivery of any of the Goods on the
date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery
Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date
because Buyer has not provided appropriate instructions, documents, licenses or
authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be
deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until
Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses
(including, without limitation, storage, and insurance).
(e) Seller shall use reasonable efforts to meet any performance dates to render
the Services specified in the Sales Confirmation, and any such dates shall be estimates
(f) With respect to the Services, Buyer shall (i) cooperate with Seller in all
matters relating to the Services and provide such access to Buyer's premises, and such
office accommodation and other facilities as may reasonably be requested by Seller, for
the purposes of performing the Services; (ii) respond promptly to any Seller request to
provide direction, information, approvals, authorizations, or decisions that are reasonably
necessary for Seller to perform Services in accordance with the requirements of this
Agreement; (iii) provide such customer materials or information as Seller may reasonably
request and Buyer considers reasonably necessary to carry out the Services in a timely
manner and ensure that such customer materials or information are complete and accurate
in all material respects; and (iv) obtain and maintain all necessary licenses and consents
and comply with all applicable laws in relation to the Services before the date on which
the Services are to start.
(a) The quantity of any installment of Goods as recorded by Seller on dispatch
from Seller's place of business is conclusive evidence of the quantity received by Buyer
on delivery unless Buyer can provide conclusive evidence proving the contrary.
(b) Seller shall not be liable for any non-delivery of Goods (even if caused by
Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery within
2 days of the date when the Goods would in the ordinary course of events have been
(c) Any liability of Seller for non-delivery of the Goods shall be limited to
replacing the Goods within a reasonable time or adjusting the invoice respecting such
Goods to reflect the actual quantity delivered.
(d) Buyer acknowledges and agrees that the remedies set forth in Section 3 are
Buyer's exclusive remedies for any non-delivery of Goods.
4. Quantity. If Seller delivers to Buyer a quantity of Goods of up to 10% more or
less than the quantity set forth in the Sales Confirmation, Buyer shall not be entitled to object to
or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for
such Goods the price set forth in the Sales Confirmation adjusted pro rata.
5. Shipping Terms. Delivery of the Goods shall be made FOB, Calhan, CO.
6. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the
Goods at the Delivery Point. As collateral security for the payment of the purchase price of the
Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title,
and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or
hereafter arising or acquired from time to time, and in all accessions thereto and replacements or
modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing.
The security interest granted under this provision constitutes a purchase money security interest
under the Colorado Uniform Commercial Code.
7. Buyer's Acts or Omissions. If Seller's performance of its obligations under this
Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors,
consultants, or employees, Seller shall not be deemed in breach of its obligations under this
Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in
each case, to the extent arising directly or indirectly from such prevention or delay.
8. Inspection and Rejection of Nonconforming Goods.
(a) Buyer shall inspect the Goods upon receipt ("Inspection Period"). Buyer
will be deemed to have accepted the Goods unless it notifies Seller in writing of any
Nonconforming Goods during the Inspection Period and furnishes such written evidence
or other documentation as reasonably required by Seller. "Nonconforming Goods"
means only the following: (i) product shipped is different than identified in Buyer's
purchase order; or (ii) product's label or packaging incorrectly identifies its contents.
(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall,
in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or
(ii) credit or refund the Price for such Nonconforming Goods, together with any
reasonable shipping and handling expenses incurred by Buyer in connection therewith.
Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller's
facility located at 3475 South Calhan Hwy, Calhan CO 80808. If Seller exercises its
option to replace Nonconforming Goods, Seller shall, after receiving Buyer's shipment of
Nonconforming Goods, ship to Buyer, at Buyer's expense and risk of loss, the replaced
Goods to the Delivery Point.
(c) Buyer acknowledges and agrees that the remedies set forth in Section 8(b)
are Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as
provided under Section 8(b), all sales of Goods to Buyer are made on a one-way basis
and Buyer has no right to return Goods purchased under this Agreement to Seller.
(a) Buyer shall purchase the Goods and Services from Seller at the prices (the
"Prices") set forth in Seller's published price list in force as of the date that Seller accepts
Buyer's purchase order. If the Prices should be increased by Seller before delivery of the
Goods to a carrier for shipment to Buyer, then these Terms shall be construed as if the
increased prices were originally inserted herein, and Buyer shall be billed by Seller on the
basis of such increased prices.
(b) Buyer agrees to reimburse Seller for all reasonable travel and out-ofpocket expenses incurred by Seller in connection with the performance of the Services.
(c) All Prices are exclusive of all sales, use, and excise taxes, and any other
similar taxes, duties, and charges of any kind imposed by any Governmental Authority on
any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and
taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with
respect to, Seller's income, revenues, gross receipts, personal or real property, or other
10. Payment Terms.
(a) Seller shall issue one or more invoices to Buyer for all Goods ordered
setting forth in reasonable detail the amounts payable by Buyer under this Agreement.
Buyer shall pay to Seller 50% of all invoiced amounts on receipt of such invoice and
shall pay the remaining 50% upon Seller's tender of the Goods to the carrier for delivery.
Buyer shall make all payments in US dollars by check or wire transfer.
(b) Buyer shall pay interest on all late payments at the lesser of the rate of
2.5% per month or the highest rate permissible under applicable law, calculated daily and
compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting
any late payments, including, without limitation, attorneys' fees. In addition to all other
remedies available under these Terms or at law (which Seller does not waive by the
exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any
Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any
amounts when due hereunder and such failure continues for 3 days following written
(c) Buyer shall not withhold payment of any amounts due and payable by
reason of any set-off of any claim or dispute with Seller, whether relating to Seller's
breach, bankruptcy, or otherwise.
11. No Warranty. SELLER MAKES NO WARRANTY WHATSOEVER WITH
RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF
MERCHANTABILITY OR (b) WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING,
COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
12. Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY
THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF
DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE
DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR
NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR
OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY
ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER
ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF
THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD
(c) The limitation of liability set forth in Section 12(b) shall not apply to (i)
liability resulting from Seller's gross negligence or willful misconduct and (ii) death or
bodily injury resulting from Seller’s acts or omissions.
13. Compliance with Law. Buyer shall comply with all applicable laws, regulations,
and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations,
consents, and permits that it needs to carry out its obligations under this Agreement.
14. Termination. In addition to any remedies that may be provided under these Terms,
Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if
Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for
10 days after Buyer's receipt of written notice of nonpayment; (b) has not otherwise performed or
complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition
for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy,
receivership, reorganization, or assignment for the benefit of creditors.
15. Waiver. No waiver by Seller of any of the provisions of this Agreement is
effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or
delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates,
or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy,
power, or privilege hereunder precludes any other or further exercise thereof or the exercise of
any other right, remedy, power, or privilege.
16. Confidential Information. All non-public, confidential or proprietary information
of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings,
documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by
Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other
form or media, and whether or not marked, designated, or otherwise identified as "confidential"
in connection with this Agreement is confidential, solely for the use of performing this
Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing.
Upon Seller's request, Buyer shall promptly return all documents and other materials received
from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This
Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the
time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third
17. Force Majeure. No party shall be liable or responsible to the other party, or be
deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling
or performing any term of this Agreement (except for any obligations of Buyer to make
payments to Seller hereunder), when and to the extent such failure or delay is caused by or
results from acts beyond the impacted party's ("Impacted Party") reasonable control, including,
without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of
God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is
declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or
actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national
or regional emergency; and (i) other similar events beyond the reasonable control of the
Impacted Party. The Impacted Party shall give notice to the other Party, within 5 days of the
Force Majeure Event, stating the period of time the occurrence is expected to continue. The
Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such
Force Majeure Event are minimized. The Impacted Party shall resume the performance of its
obligations as soon as reasonably practicable after the removal of the cause. In the event that the
Impacted Party's failure or delay remains uncured for a period of 10 consecutive days following
written notice given by it under this Section, either Party may thereafter terminate this
Agreement upon 5 days' written notice.
18. Assignment. Buyer shall not assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of Seller. Any purported
assignment or delegation in violation of this Section is null and void. No assignment or
delegation relieves Buyer of any of its obligations under this Agreement.
19. Relationship of the Parties. The relationship between the parties is that of
independent contractors. Nothing contained in this Agreement shall be construed as creating any
agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary
relationship between the parties, and neither party shall have authority to contract for or bind the
other party in any manner whatsoever.
20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties
hereto and their respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other person or entity any legal or equitable
right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
21. Governing Law. All matters arising out of or relating to this Agreement are
governed by and construed in accordance with the internal laws of the State of Colorado without
giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado
or any other jurisdiction) that would cause the application of the laws of any jurisdiction other
than those of the State of Colorado.
22. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or
relating to this Agreement shall be instituted in the federal courts of the United States of America
or the courts of the State of Colorado in each case located in the City of Denver and County of
Denver, and each party irrevocably submits to the exclusive jurisdiction of such courts in any
such suit, action, or proceeding.
23. Notices. All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at
the addresses set forth on the face of the Sales Confirmation or to such other address that may be
designated by the receiving party in writing. All Notices shall be delivered by personal delivery,
nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of
transmission), or certified or registered mail (in each case, return receipt requested, postage
prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon
receipt of the receiving party, and (b) if the party giving the Notice has complied with the
requirements of this Section.
24. Severability. If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.
25. Survival. Provisions of these Terms which by their nature should apply beyond
their terms will remain in force after any termination or expiration of this Agreement including,
but not limited to, the following provisions: Compliance with Laws, Confidential Information,
Governing Law, Submission to Jurisdiction, and Survival.
26. Amendment and Modification. These Terms may only be amended or modified in
a writing stating specifically that it amends these Terms and is signed by an authorized
representative of each party.