Online Purchase Agreement

DEFINITIONS. "Agreement" means this Online Purchase Agreement. “Seller” means BoatLiftandDock.com, its subsidiaries and affiliated entities. “Buyer” means users purchasing from this website. “Party” means Seller or Buyer. “Parties” collectively means the Seller and the Buyer. “Product Specification” means the specification for goods prepared by the Seller for the Buyer.

PAYMENT. All sales require advance payment prior to shipment of the goods. All payments are to be made in U.S. currency. You may purchase your products online using a credit card (i.e.,VISA, MASTERCARD, AMERICAN EXPRESS, DISCOVER and other accepted credit cards). The credit card or bank account from which you authorize payment for your order will be automatically charged the amount of the order plus applicable shipping, handling, and sales tax. It is your responsibility to ensure you have sufficient available credit or adequate funds in your bank account prior to entering into this Online Purchase Agreement. In the event that your credit card charge is declined, your order will not be accepted.

INSUFFICIENT FUNDS. In the event Buyer is delinquent, Seller is entitled to seek any and all remedies, including but not limited to, charging Buyer 1.5% interest per month per thirty (30) days past due, withholding shipment of goods, or cancelling the Agreement. In the event that Seller is required to bring legal action to collect on delinquent accounts, Buyer will be responsible for payment of attorney fees and any and all other costs incurred in the collection of payment.

TAXES. All prices are exclusive of any present or future sales, revenue or excise tax or other tax applicable to the manufacture or sale of goods. Such taxes when applicable shall be paid by Buyer unless Buyer provides Seller with a proper tax exemption certificate prior to purchase.

TITLE. Title of goods is transferred to Buyer at the destination point.

DELIVERY. Seller may deliver your products by common carrier. If Seller ships your products by common carrier, you agree to pay for freight, handling and other pertinent shipping charges to cover the cost of shipping your products to your shipping address. Delivery of your products is complete when Seller delivers the products to the common carrier and title to the products and risk of their loss or damage in shipment pass to you at that time.

ACCEPTANCE. Buyer shall accept all conforming goods. Buyer shall accept or reject nonconforming goods within seventy-two hours (72) hours of receipt of each shipment. Failure to notify Seller in writing of nonconforming goods within seventytwo (72) hours shall be deemed an unqualified acceptance.

RETURN PROCEDURES. Prior to return of goods for nonconformity, Buyer shall obtain a written Return Merchandise Authorization Number (RMA#) from Seller by calling 1.866.942.6349 or emailing info@boatliftanddock.com. Instructions for returns will be provided upon contacting Seller, although the Parties agree shipping and handling costs for returned packages and related correspondence are the sender’s responsibility and such costs are non-refundable.

WARRANTY. Except as specified below, goods sold under this Agreement shall conform during the warranty period to Seller's Product Specification or other specification accepted in writing by one of the Seller's authorized employees. Unless informed otherwise in writing by the Seller, the warranty period for goods is ninety (90) days from the date of shipment from Seller and is applicable only to the original purchaser of the goods. Buyer accepts the responsibility of verifying that the products acquired will meet the Buyer's specific requirements and perform as warranted. Except as specifically set forth in this agreement, Seller disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and those arising from a course of dealing. The Seller does not warrant that products will operate uninterrupted or error free, or that all deficiencies, errors, defects or nonconformities will be corrected. The Seller has no warranty obligation for third party products.

LIMITATIONS OF LIABILITY. The Seller is not liable for any indirect, incidental or consequential damages, or for loss of profits or revenue, whether in an action in contract, tort, product liability, statute or otherwise, even if advised of the possibility of those damages. The Seller will not be liable for direct damages caused by late delivery, product defect, or any other cause except as expressly provided in a contract. The Seller has set prices for its products based on the allocation of risks set out in this Agreement.

REVERSE ENGINEERING. Buyer agrees to not reverse engineer, disassemble, or take any other step to derive the structure or design of the product. Any attempt to derive the structure or design of the product shall be deemed a breach of this Agreement and shall void the product warranty of this agreement. Buyer shall be liable for all direct and indirect damages (including consequential, incidental, and punitive damages) resulting form any reverse engineering of goods performed intentionally by Buyer or an agent of the Buyer or performed as a result of Buyer's negligence. Buyer agrees to not resell goods except as a component in Buyer's product. Buyer agrees, upon Seller's request, to promptly deliver a written description of Buyer's product. The sale of the goods does not convey any license, by implication, estoppel or otherwise, under any proprietary or patent rights covering any combination in which goods supplied by the Seller under this Agreement are combined with any other product, whether or not supplied by the Seller, or any method of process in which the goods may be used.

RESALE. Buyer agrees not to resell goods except as a component in Buyer's product. Buyer agrees, upon Seller's request, to promptly deliver a written description of Buyer's product to Seller.

FORCE MAJEURE. The Seller shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of God, acts of the Buyer, act of civil or military authority, war, riots, concerted labor action, or any other causes beyond the reasonable control of the Seller. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

CANCELLATION. Seller in principle does not accept cancellation of orders. Upon limited exception, cancellation or rescheduling of shipment may be accepted if an authorized agent of the Seller provides authorization and Buyer provides written notice of at least thirty (30) days prior to shipment. Any cancellation or rescheduling of shipment dates may be subject to a 15% restocking fee. Buyer shall accept delivery of all such goods completed at the time of cancellation. Goods being produced at the time of cancellation shall be paid for by the Buyer at a price based on the percentage of completion of such inventory applied to the price of the finished product.

CANCELLATION FOR DEFAULT. Any order may be cancelled in whole or in part on written notice by Buyer because of Seller's failure to deliver goods in accordance with the terms of this Agreement, which failure is not due to any of the reasons set forth in this Agreement. Cancellation by Buyer for default shall be effective only upon the Seller's failure to correct such default within a reasonable period of time, but no less than forty-five (45) days after receipt by the Seller, of written notice specifying such default. Upon cancellation, Buyer is not entitled to and may not recover from Seller damages in the form of reprocurement costs. The Seller shall not be liable for incidental or consequential damages, including but not limited to the cost of labor, requalification, delay, loss of profits, or goodwill.

CANCELLATION FOR INSOLVENCY. The Seller shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer: (i) becomes insolvent; (ii) is adjudicated bankrupt; (iii) petitions for or consent to any relief under any bankruptcy reorganization statutes; or (iv) becomes unable to meet its financial obligations in the normal course of business.

CONFIDENTIALITY. The Buyer agrees to treat any information gained from Seller in the course of this Agreement as confidential, and shall not divulge, directly or indirectly, to any other person, firm, corporation, association, or entity, for any purpose whatsoever. Buyer also agrees not to make use of any information gained from the Seller except for the purpose of evaluating and fulfilling its terms of the Agreement herein.

ASSIGNMENT. You may not assign, charge, sub-contract or otherwise transfer your rights or obligations under this Agreement. Any attempt by you to do so shall be null and void. We may assign, charge, subcontract or otherwise transfer your Online Purchase Agreement, or any of our rights or obligations arising under your Online Purchase Agreement, at any time – providing such action does not serve to reduce the guarantees benefiting you under the Online Purchase Agreement.

DURATION OF AGREEMENT. This agreement will become effective upon date of acceptance and continues for the duration of the warranty period unless either Party terminates the Agreement. If Buyer cancels the Agreement, Buyer will be responsible for payment for all goods in production, already produced, in transit or already delivered.

MISCELLANEOUS.

Images of products on the website are for illustrative purposes only; actual products may differ from such images.

We will treat all your personal information that we collect in connection with your product purchase in accordance with the terms of our Privacy Policy found at www.boatliftanddock.com and use of our website will be subject to our Website Disclaimer found at www.boatliftanddock.com.

Seller reserves the right to update or modify these terms and conditions at any time and without prior notice. For this reason, you should review these terms and conditions each time you purchase products from us.

The terms and conditions of sale contained within this Agreement shall apply to all quotations and offers made by and purchase orders accepted by the Seller. These terms and conditions may in some instances conflict with some of the terms and conditions affixed to the purchase order or other procurement document issued by the Buyer. In such a case, the terms and conditions contained in this Agreement shall govern and acceptance of Buyer's order is conditioned upon Buyer's acceptance of the terms and conditions of this Agreement irrespective of whether the Buyer accepts these conditions by a written acknowledgment, by implication, or acceptance and payment of goods ordered under this Agreement.

Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions of this Agreement. Any changes in the terms and conditions of sale contained in this Agreement must specifically be agreed to in writing signed by an authorized employee of the Seller before becoming binding on either Party.

All orders, offers, and contracts must be approved and accepted by an authorized employee of the Seller.

The Parties agree that all disputes under this Agreement shall be governed by and construed under the laws of the State of Michigan. The parties also agree to submit to the jurisdiction of the courts of Allegan County, Michigan for all disputes arising from this Agreement. At the Seller's option, disputes between the parties arising out of this Agreement may be resolved through arbitration proceedings.

THE PARTIES HERETO EACH HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

In the event any provisions of this Agreement are judged legally invalid, they shall automatically be severed from this Agreement and the remaining provisions of this Agreement shall continue in force; provided that should such invalidity substantially alter the right of either Party, the Parties shall promptly renegotiate the severed provisions of this Agreement.

Nothing in this Agreement shall grant to any party the right to make commitments of any kind for or on behalf of any other party without the prior written consent of that Party.

Remedies conferred on the Parties by this Agreement are in addition to all remedies available to the parties under the UCC as enacted in the state of Michigan and are cumulative with all other rights accorded the Parties under law or equity.

Other than nondisclosure agreement terms and Service Locator Agreements between the Parties, this Agreement represents the entire understanding and agreement of the Parties and supersedes all prior communication, agreements, and understanding relating to the terms and conditions of this Agreement.

Electronic Signature. Placing a checkmark on the order form you are looking at in the digital signature box, acts as your digital signature. It is the same as if you went to a retail outlet, purchased a product and signed your name on the credit card receipt. By placing the checkmark, you (i) agree and consent to contract electronically with Seller to complete your online purchase of products, and (ii) acknowledge that you are entering into a legal purchase agreement and you intend to be legally bound by the terms and conditions of this electronic agreement.