Terms & Conditions
1. This agreement contains all of the terms and conditions between Crowley Gear, LLC
(“Seller”) and Buyer regarding the Goods sold hereunder, to the exclusion of any other
statements and agreements. Seller’s acceptance of Buyer’s order is expressly conditioned
on buyer’s unqualified acceptance of the Agreement, and Buyer, upon placing an order, is
presumed to have accepted all the terms and conditions of the Agreement without
modification. Unless otherwise agreed to in writing signed by Seller, any term or
condition contained in any buyer purchase order, or other form, correspondence or
communication that purports to add to or is in any way inconsistent with the Agreement
shall be inapplicable and of no force or effect whatsoever and only the Agreement shall
govern. No course of dealing, usage of trade, or course of performance will be relevant
to supplement or explain any terms used in the Agreement.
2. Unless specifically held open for length of time on Seller’s quotation form, all prices
for Goods are subject to change without notice. Prices become firm upon Seller’s
acceptance of Buyer’s order as evidenced by Seller’s acknowledgement form unless another
method of acceptance is stated in Seller’s quotation letter. Prices are stated and
payable in U.S. dollars. Prices are F.O.B. Seller’s dock. Buyer is responsible for
paying one-half of the total purchase price before the Seller places the order for Goods.
The second half will be due within 30 days after receipt of Goods. Buyer shall pay all
applicable federal, state, or local sales, use or excise taxes and said taxes shall be in
addition to the prices quoted by Seller, unless Seller states otherwise in writing to
Buyer. Buyer shall provide Seller tax exemption certificates to order(s) on which the
3. Buyer must give Seller written approval of sample as is before an order will be placed.
If any revisions need to be made to sample, a new sample will be shipped to Buyer. No
order will be placed if changes need to be made to sample.
4. Buyer may not cancel an order placed with Seller, except with Seller’s prior written
consent and then only if Buyer makes payment to Seller to indemnify Seller against loss,
including, without limitation, incidental damages, consequential damages, and all other
expenses incurred by Seller.
5. All timeframes provided by Seller, whether verbally or in writing, are good faith
estimates of the expected delivery date for the Goods. Seller shall use commercially
reasonable efforts to fill buyer’s orders within the time stated but in no event shall
Seller be liable for any damages associated with Seller’s inability to meet any such
timeframes or deadlines, including, without limitation, incidental or consequential
damages arising therefrom. Acceptance by buyer of the Goods shall waive any claim for
loss or damage resulting from a delay, regardless of the cause of the delay. If shipment
or delivery is delayed or suspended by buyer, Buyer will pay the invoice price for the
goods in accordance with the payment terms stated in the Agreement, together with
Seller’s handling, storage charges, demurrage and similar charges imposed by Seller.
6. Seller shall not be responsible for any delay in the delivery of, or failure to deliver,
Goods by reason of any failure or delay in the performance of its obligations under the
Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm,
explosions, earthquakes, telecommunications outages, acts of God, war, governmental
action, or any other cause which is beyond the reasonable control of Seller. In the
event of any such delay, Seller’s performance hereunder shall be postponed by such length
of time as may be reasonably necessary to compensate for the delay.
7. 100% cotton fabric colors are not guaranteed to be colorfast. Due to variances of
materials and other circumstances beyond our control, Seller cannot guarantee continuity
of shade, color, size, texture, or construction of finished Goods from lot to lot.
8. Buyer must give written notice to Seller of any suspected defect in the Goods within 30
days of receipt of Goods. Buyer must also obtain a return authorization from Seller
prior to returning any goods. Seller will not accept any responsibility for Goods
returned without a return authorization. Buyer shall be responsible for all costs and
expenses associated with returning the Goods to Seller. Seller, at its sole option,
shall repair or replace the defective Goods or refund to Buyer the purchase price for
such defective Goods. This does not apply to: (a) repair or replacement of the Goods
due to normal wear and tear, (b) defects or damage to the Goods resulting from misuse,
abuse, or accidents, (c) defects attributable to defective materials or other components
supplied by Buyer.