Scales and accessories are typically warrantied by the manufacturer for 12-months. U.S. Scale may choose to assist the customer with getting warranty repair and/or replacement work completed. U.S. Scale is not liable for costs associated with this assistance. This includes parts, labor, and shipping costs.
Customer will take all necessary precautions regarding all purchased and/or rented equipment, and protect all persons and property from injury or damage. Customer agrees to hold harmless U.S. Scale from and against any and all liability, claims, judgements, attorneys' fees and costs, of every kind and nature, except claims or litigation arising through the sole negligence or willful misconduct of U.S. Scale.
Release of Liability
Customer is fully aware and acknowledges there is a risk of injury or damage arising out of the use or operation of the equipment and assumes all risks of injury or damage. Customer agrees to release and discharge U.S. Scale from any and all responsibility or liability from such injury or damage arising out of the use or operation of the equipment.
Payment and Credit
It is understood and agreed that any and all Contracts executed by the Buyer and U.S. Scale, Incorporated (dba Meridian Scale), hereinafter “the Seller”, are subject to the following conditions which have been mutually agreed upon. The term “Contract” as used in this document shall include all written and verbal orders made by the buyer for equipment, service, parts, and rentals.
1. Payment Schedule. Unless otherwise specified on Sellers invoice, all amounts are due at time order is placed.
2. Finance Charge. For any and all amounts not paid in full at time of order, the Buyer agrees to pay the seller a finance charge of $5.00 per month or 2% per month calculated on said unpaid balance, whichever is greater.
3. Cancellation Fee. If the Buyer cancels the order of any item prior to the delivery of the said item to the Buyer, then the Buyer agrees to pay the Seller a cancellation fee of 20% of the total amount (including sales tax) due on said item or items. Order cancelations require the sellers approval and may not be allowed.
4. Security Interest. For value received and to secure the payment and performance of all indebtedness and obligations of the buyer to the seller presently existing and hereafter arising, direct or indirect, the buyer hereby grants to the seller a security in the items of equipment ordered [hereinafter “the collateral”, together with all increases therein, all added and substituted parts and equipment, tools, parts, accessions, accessories, supplies, and improvements therefor, together with all proceeds of any such property.
A. Use of Collateral. The Buyer agrees to comply with any governmental regulation affecting the use of the collateral and will not waste, injure, or destroy the collateral, nor use nor permit the use of the collateral in any unlawful manner.
B. Collateral Location. The collateral will be located at shipping address listed on the Sellers invoice. The Buyer will give the Seller prior written notice of any change in the collateral location.
C. Liens. The Buyer will not create nor permit the existence of any lien or security interest other than that created hereby on the collateral without the written consent of the seller.
D. Repairs and Inspection. The Buyer will keep the collateral in good repair. The Seller may inspect the property at reasonable times and intervals and may for this purpose enter the premises upon which the collateral is located.
E. Removal or Sale. Without the prior written consent of the Seller, the Buyer will not remove the property from the State of Washington, and the Buyer will not sell or lease the collateral or any interest therein.
F. Financing Statements. The Buyer agrees to execute UCC-1 Financing Statements and to take whatever action is requested by the Seller to perfect and continue the Seller’s interest in the collateral. The Buyer will reimburse the Seller for all expenses of perfecting or continuing this security agreement.
G. Waivers. This Credit Agreement shall not be qualified or supplemented by course of dealing. No waiver or modification by the Seller of any of the terms or conditions hereof shall be effective unless in writing and signed by the Seller. No waiver or indulgence by the Seller as to any required performance by the Buyer shall constitute a waiver as to any subsequent required performance or other obligation of the Buyer hereunder.
H. Default. Time is of the essence in this Agreement and in any of the following events, hereinafter called “events of default”, to-wit:
1) Any failure to pay when due the full amount of any payment of principal, finance charge, taxes, insurance premiums or other charges which are or may be secured hereby; or
2) Any failure to perform as required by any covenant or agreement herein; or
3) Any warranty, representation or statement made or furnished to the Seller by or on behalf of the Buyer that proves to have been false in any material respect when made or furnished; or
4) If the property should be seized or levied upon under any legal or governmental process against the Buyer, or against the collateral; or
5) Loss, substantial damage to, or destruction of any portion of the collateral;
6) Dissolution, or liquidation of the Buyer; or
7) The Seller deems itself insecure; or
8) Entry of any judgment against the Buyer.
Then in any of such events of default, the entire amount of indebtedness secured hereby shall then or at any time thereafter, at the option of the Seller, become immediately due and payable without notice or demand, and the Seller shall have an immediate right to pursue the remedies set forth in this agreement.
I. In the event of a default hereunder, the Seller shall have all rights and remedies provided by law, in equity or otherwise, and without limiting the generality of the foregoing, shall be entitled as follows:
1) The Seller may require the Buyer to deliver to the Seller all or any portion of the collateral and other documents relating thereto; and
2) The Seller is authorized to enter any premises where the collateral is situated and take possession of the same without notice or demand and without legal proceedings; and
3) At the request of the Seller, the Buyer will assemble the property and make it available to the Seller at a place designated by the Seller which is reasonably convenient to both parties; and
4) The Buyer agrees that any notice or other communication by the Seller to the Buyer shall be sent to the address of the Buyer stated on the contract.
5) If the Seller disposes of the property, the Buyer agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereof.
6) All of the Seller’s rights and remedies, whether evidenced hereby or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by the Seller to pursue any remedy shall not exclude pursuit of any other remedy.
5. Attorneys Fees. In such event of default under this Agreement or any Contract, the Buyer agrees to pay the Seller all reasonable expenses which the Seller incurs by reason thereof, including but not limited to reasonable attorney’s fees, whether with respect to the investigation of such default or the determination of the application or the pursuit of remedies with respect thereto, or in legal proceedings, or other wise, and all such expenses of the Seller shall become a part of the indebtedness evidenced by this Agreement and any Contract and shall bear the finance charge set forth above. The term “legal proceedings” as used in this paragraph shall include all litigation, arbitration, administrative, bankruptcy and judicial proceedings, including appeals therefrom.
6. Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of Washington.
7. Venue. The venue for any cause of action arising out of this Agreement shall be King County, Washington.
8. Entire Agreement. This Agreement, including any exhibits attached hereto and the terms and conditions of the Contract(s) executed by the parties, constitute the entire agreement between the parties with respect to the subject matter of this Agreement and may not be modified or amended except by a writing signed by all parties to this Agreement. This Agreement supersedes all prior negotiations, orders, offers, agreements and representations, either written or oral.