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Terms of Sale
1. Exclusive Terms
All orders, whether through the catalog or otherwise, shall be governed by the following terms and conditions. These terms and
conditions shall constitute the complete Agreement between the purchaser of the goods (herein called ‘Buyer’) and
Salita Shower Systems, LLC (herein called ‘Seller’) and shall supersede all prior and contemporaneous oral and written
statements of any kind whatsoever made by the parties and their representatives.
Buyers orders shall not constitute contracts of sale unless accepted in writing by an authorized agent of Seller at its home office in
Little Rock, AR. Seller’s acceptance of any order is expressly conditioned upon Buyer’s assent to the terms and conditions contained
in this Agreement. Any added, varied, or conflicting terms in Buyer’s Purchase Order or elsewhere are hereby objected to and shall not
bind Seller, unless expressly agreed to in writing signed at Seller’s home office in Little Rock, AR, by a duly authorized officer of Seller in
a document making specific reference to this Agreement and specifically stating that it ‘amends’ this Agreement. Buyer shall notify
Seller in writing, as soon as practicable after receipt of Sellers acceptance of Buyer’s order, of any objection to the terms of this
Agreement. Buyer’s failure to notify Seller of any objection shall conclusively indicate Buyer’s assent to and acceptance of all terms and
conditions herein. Buyer expressly accepts the terms and conditions herein at the exact moment Seller commences performance on
any purchase order requiring or providing for Seller to commence performance prior to Buyer’s receipt of Seller’s written 8
Seller has the right to change, without notice, any prices and/or specifications contained is its catalog or any other writing that does
not expressly prohibit such change.
Any applicable federal, state, local or other government tax or charge on the sale or shipment of the goods covered by this Agreement
shall be added to the price and paid by Buyer. Buyer agrees to hold Seller harmless from all such taxes, including interest and penalities
thereon, and any costs and expenses in connection thereupon.
5. Shipment, Freight and Delivery
Except as otherwise provided, all prices are F.O.B. Seller’s warehouses, Little Rock, AR or Longmont, CO, depending on the locaction
from which the goods are shipped. The decision as to place of shipment shall be solely that of Seller.
Except as otherwise provided, payment terms are full payment with Buyer’s order. Buyer’s cancellation of orders for any items is subject
to a service charge to cover ther costs of initial processing and/or production of the order.
7. Buyer’s Agreement to Defend
Buyer agrees to defend, protect and save Seller harmless against all suits at law or in equity and from all costs of suit, legal fees,
expenses, damages, claims and demands arising out of or awarded in connection with any goods: (a) sold or supplied to Buyer by
Seller that are not maintained, operated in accordance with recommended procedures or installed in accordance with recommeded
installation procedures, or (b) sold or supplied to Buyer by Seller to meet Buyers specifications, requirements or instructions.
8. Notice of Accident or Malfunction
Buyer shall notify Seller promptly and in any event within (30) days of any accident or malfunciton involving goods manufactured
or sold by Seller. Buyer agrees to protect, defend and save Seller harmless (as provided in paragraph 7), in the event that Buyer
fails to give such notice to Seller and to so cooperate.
Except as otherwise provided, Seller warrants for a period of five (5) years from date of shipment that the goods supplied to Buyer
shall be of good materials and workmanship. Seller further warrants for a period of five (5) years that the goods supplied by Buyer,
when properly installed and used, are fit for the ordinary purpose of purposes indicated in the catalog and will conform to the
catalog or to any other specifications supplied by Seller. Seller makes no warranty with respect to the following: (a) materials not
manufactured by Seller, the use of which is suggested by Sellers general recommendations, application or installation procedures, or
otherwise; (b) goods sold by Seller to Buyer for other than resale; and (c) all display items sold by Seller to Buyer. THE FOREGOING
WARRANTIES ARE EXCLUSIVE, AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT
NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, SELLER DOES NOT
ASSUME, NOR AUTHORIZE ANY REPRESENTATIVE OR OTHER PERSON TO ASSUME FOR IT, ANY OBLIGATION OR LIABILITY OTHER THAN
EXPRESSLY SET FORTH HEREIN.
10. Limitations of Remedies
Seller’s obligation under the above warranties (contained in Section 9) are conditioned upon Seller actually receiving notice from
Buyer of the alleged defect within five (5) years from date of shipment and the allegedly defective goods revealing an actual defect
upon examination by Seller. Seller shall not be liable for any labor or other expenses incurred by Buyer in the removal, repair or
replacement of the goods or any component part claimed to be defective, nor shall Seller be liable for any expenses incurred by the
Buyer in order to remedy any defect. Seller shall not be liable for any consequential, special, or contingent damages or expenses,
arising directly or indirectly from any defect in the goods, or from Buyer’s use or inability to use such goods. The discharge of Seller’s
warranty obligation hereunder shall constitute fulfillment of all liabilities of Seller to Buyer, whether based on contract, negligence or
otherwise. The remedies set forth herein shall be the exclusive remedies available to the Buyer and in lieu of all other remedies, and
the liability of Seller, whether in contract, in tort, warranty or otherwise, shall not exceed the price of the goods sold, supplied, or
furnished by Seller. Any suit or action arising out of or relating to this Agreement or the breach therof must be commenced within
one (1) year after the cause of action has accrued. The foregoing shall not limit the time within which any suit or action must be
brought to collect an amount agreed to be paid by Buyer or to enforce a judgment or to collect any amount awarded to Seller. The
sole purpose of the stipulated exclusive remedy shall be to provide Buyer with a credit or replacement for, or repair of, defective
parts in the manner provided herein. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as
Seller is willing to credit Buyers account, repair or replace the defective part(s) in the manner prescribed herein.
Buyer must make claim for credit due to shortage within ten (10) days of the date of the shipment. Any shortage claim not made
within this period is conclusively deemed waived by Buyer.
Buyer must receive a Returned Materials Authorization (RMA) prior to returning goods. Buyer must request an RMA within thirty (30)
days of the date of the shipment in order to be considered eligible for return. Seller will not issue an RMA for special order, non-stock,
obsolete or made-to-measure goods. All goods returned to Seller must be in the original packaging and in resalable condition and
must pass inspection before any credit is issued by Seller.
13. Handling Charges for Returns
Buyer is subject to a handling charge of no less than twenty dollars ($20.00) and no more than twenty percent (20%) of the sales
price of the returned goods. Defective goods, as verified by inspection, are not subject to a handling charge.
Seller is not liable for any damages to goods sustained during shipment. Buyer is responsible for filing any damage claims with
freight carriers and is subject to the rules of the freight carriers regarding the timing and processing of claims.
15. Defaults or Delays
Seller shall not be liable for any delay in the production or delivery of all or any goods resulting either directly or indirectly from
(a) accidents to, breakdowns, or mechanical failure of Seller’s plant, machinery, or equipment; strikes or other labor troubles; labor shortages; fire; flood; wars; acts of the public enemy, acts of god; delays of suppliers; delays in transportation or lack of transportation
facilities; embargos; shortages of, or reduction in energy sources; priorities, allocations, limitations, restrictions, or other acts required
or requested by Federal, state, or local governments, or any subdivision, bureau or agency thereof; or (b) any cause beyond the
control of Seller. In no event shall Seller be liable for any consequential, special, or contingent damages arising out of Seller’s default
or delay in filling Buyer’s order.
16. Governing Law
Both Buyer and Seller execute all orders with reference to the laws of the State of Arkansas and rights of all parties and the
construction and effect of every provision of this Agreement shall be subject to and construed according to the laws of the
State of Arkansas.
17. Binding Effect
The provisions of any order shall bind and inure to the benefit of Seller and Buyer and their respective successors and permitted
assigns. However, neither this Agreement, nor any part thereof or right thereunder, may be assigned by Buyer without the prior
written consent of Seller.
The right of either party to require strict performance by the other party of any or all terms and conditions of this Agreement shall
in no way be affected or impaired by prior waiver, forbearance, or course of dealing.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of the Agreement should be prohibited or invalid under appropriate law, that provision will be
deemed deleted and the remaining provisions of the Agreement will remain in full force and effect. The subject headings of the
sections of this greement are included for the purpose of convenience and will not effect construction or interpretation of any
of its provisions.
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