Terms & Conditions
GOVERNING TERMS: This document, including these Terms and Conditions of Sale (collectively, this “Agreement”) shall exclusively govern the sale of products and related services by Bison Bag Co., Inc. (“Seller”) to any customer (“Buyer”). This Agreement represents the final and complete understanding of the parties with respect to the purchase and sale of products and any related services and supersedes all prior agreements, whether oral or written, and all other communications between the parties suggesting additional or different terms. This Agreement expressly limits acceptance to these terms; no order shall have any force or effect until acknowledged in writing by Seller or by Seller issuing a sales or order acknowledgement and any proposal for additional or different terms or any attempt by Buyer to change any of the terms hereof is deemed material and is hereby objected to and rejected. No terms of any document or form submitted by Buyer shall be effective to alter or add to the terms and conditions in this Agreement. Seller specifically reserves the right to reject any order. Placement of an order by Buyer shall constitute an acceptance of this Agreement.
PRICING: An invoice supersedes all previous quotations and proposals. Unless otherwise noted in Seller’s sales acknowledgement, prices quoted are exclusive of transportation costs, insurance, federal, state, local, excise, value-added, use, sales, property (ad valorem) and similar taxes or duties now in force or hereafter in effect. In addition to the prices quoted or invoiced, Buyer agrees to pay all taxes, fees, or charges of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Buyer and Seller. If Seller is required to collect such taxes, fees, or charges, such amounts will appear as separate items on Seller’s invoice and will be paid by Buyer.
PAYMENT TERMS: Unless otherwise stated in the sales acknowledgement, all invoices shall be paid in full in U.S. dollars within 30 days of the invoice date. An interest charge of the lesser of 1.5% per month or the maximum rate permissible under applicable law, will be charged on all past due accounts. Seller reserves the right at any time and for any reason to require payment in advance or COD, or to otherwise modify, suspend, or terminate any credit terms previously extended.
SHIPPING: All products will ordinarily be shipped in one shipment by the lowest cost method at the discretion of Seller. Additional shipments requested by Buyer shall be subject to additional shipping and handling charges. All shipments shall be F.C.A. Seller’s facility (Incoterms 2020), with all risk of loss or damage to products passing to Buyer upon delivery to carrier.
DELAYS: All shipping dates are estimates and Seller may change the delivery date without penalty provided Seller provides Buyer with reasonable notice of such change. Seller will not be liable for any delay or failure in performance of any order, in the delivery or shipment of any product or for any damages or losses suffered by Buyer or any third party which are caused by, or in any manner arise from, directly or indirectly, any labor disturbances, embargos, riots, storms, floods, fires, explosions, acts of God, pandemic, inability to obtain necessary labor or raw materials, failure of machinery or equipment, milling schedules, governmental regulation, delays or interruptions in transportation or any other causes beyond Seller’s reasonable control. In the event of such delay, the applicable shipment date(s) will be postponed to compensate for such delay. If Seller’s performance is rendered permanently impossible or impracticable, either party may cancel the affected order(s) upon written notice to the other party, and, upon such cancellation, Seller will have no liability and Buyer will be liable only for the pro-rated or allocated portion of such order(s) completed.
CANCELLATION: Buyer may not cancel or change an order without Seller’s written consent. Upon consent to cancellation or change, Buyer must immediately pay termination charges based upon actual expenses and costs incurred in production of the products or in preparation of the supply of services to the date such termination is accepted by Seller plus a reasonable profit.
LIMITED WARRANTY; EXCLUSIVE REMEDY: Seller warrants to Buyer that the products supplied by Seller shall conform to the applicable specifications therefor at the time of delivery to Buyer and will be free from defects in material and workmanship for a period of 30 days after delivery. Unless Buyer notifies Seller in writing of a breach of warranty or quantity shortage within 30 days of delivery, Seller will have no liability or obligation with respect to a breach of any warranty or delivery shortage hereunder. The limited warranty shall not apply to Products that have been subjected to misuse, abuse, modification, improper storage, negligence or accident. Buyer’s sole and exclusive right and remedy, and Seller’s sole and exclusive liability and obligation, for a breach of warranty shall be that Seller shall replace the defective products without cost to Buyer or at Seller’s option, credit or refund the purchase price of the defective products upon return of the defective products. Seller will be given reasonable opportunity to investigate all claims and no products may be returned by Buyer to Seller until after receipt by Buyer of definite shipping instructions from Seller. No claim shall be made nor will any claim be accepted after Buyer has processed more of the products than the quantity reasonably necessary to determine the existence of a defective condition. The limited warranty contained in this Section is for the benefit of Buyer and no third party. Buyer shall have no right to make any warranties on behalf of Seller or to pass on to any third party any warranties made by Seller to Buyer with respect to Products.
THE WARRANTY IN SECTION 7 ABOVE IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO ANY PRODUCT OR SERVICE. SELLER MAKES NO WARRANTY OF PERFORMANCE, FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, AND NO OTHER WARRANTY, WHETHER EXPRESS OR ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE IMPLIED SHALL EXIST IN CONNECTION WITH THE PRODUCTS, SERVICES, OR ANY SALE OR USE THEREOF.
LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SELLER BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL 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. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE MANUFACTURE, SALE, DELIVERY OR USE OF ANY PRODUCT OR SERVICE EXCEED THE PURCHASE PRICE PAID TO SELLER FOR THE PRODUCT OR SERVICE WITH RESPECT TO WHICH SUCH LIABILITY IS BASED. THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE.
MATERIALS SUPPLIED BASED ON BUYER REQUIREMENTS: If any material or product is manufactured or sold by Seller to meet Buyer’s particular specifications or requirements, Buyer agrees to defend, protect and hold harmless Seller and its directors, officers, employees, and agents against all claims, demands and suits, at law or in equity, and from all damages, penalties, losses, expenses and other liabilities (including reasonable attorneys’ fees) for actual or alleged infringement of any United States or foreign patent and to defend any suits or actions which may be brought against Seller for any alleged infringement because of manufacture or sale of any such material or product.
GOVERNING LAW; JURISDICTION AND VENUE: This Agreement, and any issues or disputes arising out of or in connection with it (whether such disputes are contractual or non-contractual in nature, such as claims in tort, for breach of statute or regulation, or otherwise) shall be governed by and construed in accordance with the laws of the State of New York, without regard to its rules on conflict of laws. Any action or proceeding arising out of or relating to this Agreement may be brought in the state courts for Erie County, New York and the federal courts for the Western District of New York and each of the parties irrevocably submits to the jurisdiction of such courts in any such action or proceeding and waives any objection it may now or hereafter have to venue or convenience of forum. The U.N. Convention on the International Sale of Goods is expressly excluded.
ENFORCEMENT: Buyer will be responsible for and shall reimburse Seller for all costs and expenses, including without limitation reasonable attorneys’ fees and disbursements, incurred by Seller in enforcing any term or condition in this Agreement. No waiver by Seller of any breach of any provision hereof will constitute a waiver of any breach of such provision. Seller’s failure to object to provisions contained in any communications from Buyer will not be deemed as an acceptance of such provisions or as a waiver of the provisions hereof.
ASSIGNMENT; AMENDMENT; SEVERABILITY: This Agreement will be binding upon the parties and their respective successors and assigns; provided, however, that Buyer shall not assign any of its rights or obligations hereunder without Seller’s prior written consent, which consent may be withheld in Seller’s sole discretion. The transaction between Buyer and Seller shall not be construed to confer or create a third-party beneficiary relationship with any other person or entity. This Agreement cannot be amended orally or by any course of conduct by either party, but may only be amended by a written agreement executed by the parties. If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though such provision had never been included herein. In either case, the remaining provisions of this Agreement will remain in full force and effect.
(Rev. March 2025)
