Terms & Conditions

Terms Of Sale

TERMS AND CONDITIONS OF SALE PRICES, SHIPPING, INSURANCE AND RISK OF LOSS:

PRICES, SHIPPING, INSURANCE AND RISK OF LOSS: Except as expressly stated otherwise in writing by Casa bella Tools all prices quoted for Casa bella’s products shall be F.O.B. Casa bella’s warehouse in Portland, Oregon, U.S.A.. Except as otherwise agreed in writing by Casa bella, Casa bella’s quoted prices shall not include: (a) charges for freight, insurance or other costs incurred in connection with shipment of Products or (b) any sales, use, excise, gross receipts or similar taxes, all of which shall be paid by Buyer. All risk of loss or damage to Casa bella’s products shall pass to Buyer upon transfer of Casa bella’s products to the carrier at the F.O.B. point, but title to the products shall pass only upon acceptance thereof by the Buyer at its premises. Casa bella may change the prices applicable to its products at any time. Except as otherwise agreed in writing by Casa bella, each sale of any Casa bella product shall be at Casa bella’s list price in effect on the date of Casa bella’s acceptance of Buyer’s purchase order.

PURCHASE ORDERS: All purchase orders placed on behalf of Buyer shall constitute the Buyer’s irrevocable commitment and obligation to purchase the products identified thereon in the indicated quantities at Casa bella’s prices then in effect in accordance with these Terms and Conditions, subject to acceptance or non-acceptance by Casa bella, in its sole and absolute discretion, in whole or in part. No terms, stipulations or conditions set forth in a Buyer’s purchase order or other document furnished by Buyer shall be binding on Casa bella unless expressly and specifically accepted by Casa bella in writing. Any terms, stipulations or conditions set forth in a purchase order or other document furnished by Buyer that are different from, or in addition to, any of the terms, stipulations or conditions set forth in these Terms and Conditions are hereby objected to by Casa bella, and all such different or additional terms, stipulations or conditions shall be null, void ab initio and of no effect unless expressly and specifically agreed to in writing by Casa bella.

CASA BELLA’S ACCEPTANCE OR NONACCEPTANCE: All purchase orders placed by Buyer shall be subject to acceptance or nonacceptance by Casa bella, in its sole and absolute discretion, at its office in Portland, Oregon, U.S.A. Without limitation of the foregoing, Casa bella has no obligation to accept, and may cancel, without liability, any purchase orders from Buyer at any time that Casa bella shall deem itself insecure with respect to Buyer’s account or financial standing or Buyer’s relationship with Casa bella generally. Casa bella reserves the right to terminate or cancel, in whole or in part, any purchase order at any time prior to shipment of the products covered by such purchase order. Buyer shall comply with any requirements established by Casa bella from time to time concerning the minimum volume of products that may be covered by any purchase order.

ALLOCATIONS: Casa bella reserves the right to allocate its inventory of products in such a manner as it may from time to time, in its sole and absolute discretion, determine, and Casa bella  will not be liable for any delay in filling, or any failure to fill, any purchase order due to shortage of any products or allocation of Casa bella’s products among purchasers. Without limitation of the foregoing rights of Casa bella, Casa bella shall have the right to refuse any purchase order, in whole or in part, at any time Buyer has failed to pay when due any amounts payable under a Casa bella invoice.

FORCE MAJEURE: Casa bella shall not be responsible or liable for any failure to perform, or any delay in supplying if occasioned in whole or in part by act of God or the public enemy, fire, explosion, perils of the sea, flood, drought, war, riots, civil insurrection, sabotage, accident, embargo, governmental priority, requisition or allocation or any action of any governmental authority (or any refusal of such governmental authority to provide necessary authorization), or shortage or failure of supply, materials, fuel, transportation or labor, or strikes or other labor trouble, or any occurrence, act, cause or thing beyond the reasonable control of Casa bella, all of which shall excuse any failure or delay on the part of Casa bella, and Casa bella shall have no obligation or liability whatsoever arising out of or in connection with any such failure or delay.

DELIVERY DATE: Any delivery date agreed to by Casa bella shall be deemed to be an estimated delivery date only. Casa bella shall not be liable for any loss or damages allegedly caused by failure to make any delivery of a purchase order (or portion thereof) when due. Without limitation of the foregoing, Casa bella  is not responsible for any delay in shipment or delivery of its products occurring after such products are transferred to the carrier.

RETURNS: All sales are final, and Buyer may not return any products to Casa bella without prior written authorization from Casa bella.

PAYMENT: Except as otherwise agreed in writing by Casa bella, all payments by Buyer to Casa bella shall be made, without setoff or other reduction, by causing Casa bella’s bank account to be credited for the full amount due in accordance with Casa bella’s wiring instructions or other payment instructions. Buyer may make payments by draft only if Casa bella gives its prior written consent to this method of payment. Payment shall be due by the date or dates specified by Casa bella in connection with any purchase order. If Casa bella agrees to ship any products prior to payment in full, Buyer shall pay at Casa bella’s offices in Portland, Oregon U.S.A., in full any and all amounts owed with respect to such shipment of products within thirty (30) days of the invoice date. If payment is not received within thirty (30) days of the invoice date, interest shall accrue from the invoice date on the unpaid amount(s) at the monthly rate of one and one-half percent (1.5%), or at the maximum rate allowed by applicable law, whichever rate is less.  

NO OFFSET: Buyer agrees not to make any deductions of any kind from any payments coming due to Casa bella unless Buyer shall have received an official credit memorandum from Casa bella authorizing such deduction.

PURCHASE MONEY SECURITY INTEREST: Buyer hereby grants to Casa bella a purchase money security interest in all of the products purchased from Casa bella, and in all accessions and additions thereto, and in all products and proceeds thereof, as security for the full and prompt payment of all amounts at any time owed by Buyer to Casa bella in connection with such purchase. Buyer hereby authorizes Casa bella to file any and all UCC financing statements as Casa bella may deem necessary or advisable in order to perfect the security interest granted in the previous sentence, and Buyer shall otherwise cooperate with all other reasonable requests by Casa bella with respect to the perfection of such security interest. Upon default by Buyer in the timely payment of any and all amounts due with respect to any of Casa bella’s products, Casa bella shall be entitled to exercise all of the remedies of a secured party under the Uniform Commercial Code. In addition thereto, Casa bella shall have the right to enter the Buyer’s premises and remove such Casa bella products therefrom, with or without judicial process.

DISCLAIMER OF WARRANTY: CASA BELLA MAKES NO WARRANTIES WITH REGARD TO ITS PRODUCTS, EXPRESS OR IMPLIED, INCLUDING WITH-OUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, OR ANY WARRANTY AGAINST INFRINGEMENT SUCH AS PROVIDED IN ARTICLE 2-312(3) OF THE UNIFORM COMMERCIAL CODE AND/OR ANY COMPARABLE STATUTE OR LAW THAT MAY GOVERN THE SALE OF GOODS. CASA BELLA DOES NOT GUARANTEE, WARRANT OR OFFER ANY PATENT PRO-TEC-TION TO BUYER ON ANY OF CASA BELLA’S PRODUCTS, AND CASA BELLA SHALL NOT BE LIABLE OR IN ANY WAY RESPONSIBLE TO BUYER BECAUSE OF ANY ALLEGED INFRINGEMENTS OF PATENT RIGHTS IN CONNECTION WITH THE SALE OR USE OF ANY OF CASA BELLA’S PRODUCTS. EXCLUSIVE REMEDY: THE SOLE AND EXCLUSIVE REMEDY AGAINST CASA BELLA FOR ANY NON-CONFORMING PRODUCT DELIVERED TO BUYER SHALL BE, IN CASA BELLA’S SOLE AND ABSOLUTE DISCRETION, EITHER REPAIR OF THE NONCONFORMING PRODUCT, REPLACEMENT OF THE NONCONFORMING PRODUCT, OR RETURN OF SAME FOR REPAYMENT OF THE PURCHASE PRICE.  

NO RESELLER WARRANTY: Buyer agrees not to make or extend any warranties or representations concerning the quality or capability of any of Casa bella’s products to any person or entity except as authorized in the manufacturer’s written warranty (if any) accompanying the products in question. In no event shall Buyer indicate to any person or entity that Casa bella offers any warranty with respect to the products. Buyer shall indemnify and hold Casa bella harmless against all claims, suits, expenses, losses, costs and liability (including attorneys’ fees) incurred by Casa bella arising out of or resulting from any breach of this paragraph.

LIMITATION OF LIABILITY: THE DAMAGES RECOVERABLE BY BUYER AGAINST CASA BELLA FOR ANY CLAIM OF ANY KIND WHATSOEVER ARISING FROM OR IN ANY WAY CONNECTED TO ANY CASA BELLA PRODUCTS, OR THE PURCHASE, SALE OR USE THEREOF, REGARDLESS OF THE LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THE PRODUCTS PAID BY BUYER WITH RESPECT TO WHICH SUCH CLAIM IS MADE. IN NO EVENT SHALL CASA BELLA BE LIABLE FOR ANY SPECIAL, INDIRECT, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY DAMAGES WITH RESPECT TO LOSS OF INCOME, LOSS OF EXPECTED OR PROSPECTIVE PROFITS, ANY LOSS CAUSED BY DELAY, ANY EXPENDITURES, INVESTMENTS OR COMMITMENTS OF BUYER, ANY LOSS WITH RESPECT TO BUYER’S ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, ANY LOSS INCURRED BY BUYER IN OBTAINING SUBSTITUTE PRODUCTS, OR ANY LIABILITY, LOSS OR EXPENSE OF BUYER ARISING FROM THE CLAIMS OF THIRD PARTIES SUCH AS, BUT NOT LIMITED TO, CUSTOMERS OF BUYER.

MISUSE: Casa bella shall have no liability or obligation to Buyer with respect to any of Casa bella’s products which have been subject to abuse, misuse, improper use, negligence, accident, modification, alteration, tampering, failure to follow normal operating procedures, attempt to repair by unqualified personnel, any sale, use or operation such products outside their normal environment, or any alteration of any literature with respect to such products.

CLAIMS: All claims of Buyer relating to a nonconformity or defect in the products delivered shall be deemed forever waived unless (i) Buyer provides Casa bella with written notice and satisfactory proof of the nonconformity within ten (10) business days after receipt of same by the Buyer; and (ii) Casa bella is afforded a reasonable and sufficient opportunity to verify any claim before the products are used by Buyer or removed from Buyer’s facility.

LIMITATION PERIOD: Buyer must give Casa bella a written demand to arbitrate any claim or cause of action related to the parties’ business relationship or otherwise with respect to the sale, purchase or use of Casa bella products within six (6) months from the date when such claim or cause of action arises. The failure by Buyer to initiate arbitration in accordance with the preceding sentence shall constitute an absolute bar to such claim or cause of action.

ATTORNEYS’ FEES AND INDEMNIFICATION: Buyer shall pay, reimburse, indemnify and hold Casa bella harmless from and against any and all liabilities, losses, damages, penalties, costs or expenses (including but not limited to attorneys’ fees, expert witness fees, court costs and arbitral fees) incurred by Casa bella arising out of relating to (a) any breach of these Terms and Conditions by Buyer; (b) Casa bella’s cost of collection incurred with respect to any sums payable by Buyer; (c) any acts or omissions of Buyer, its agents or employees resulting in any claim or suit against Casa bella, including without limitation claims relating to warranties regarding Casa bella’s products which have not been expressly authorized in writing by Casa bella; (d) any action, claim or suit brought by Buyer against Casa bella that is inconsistent or in conflict with the provisions of these Terms and Conditions; or (e) Casa bella’s enforcement of its rights and remedies, whether or not arising under these Terms and Conditions, and whether such enforcement action is necessitated by (i) the Buyer’s breach or nonfulfillment of any of the provisions of these Terms and Conditions or (ii) the Buyer bringing any suit, action, demand or claim against Casa bella that is inconsistent or in conflict with the provisions of these Terms and Conditions.  

DISPUTE RESOLUTION: All disputes, controversies, claims or differences between the parties arising out of or relating to the purchase, sale or use of Casa bella’s products and/or these Terms and Conditions shall be finally and solely determined and settled by binding arbitration in Portland, Oregon, U.S.A. in accordance with the Rules for Non-Administered Arbitration of the CPR Institute for Dispute Resolution. The arbitration shall be conducted by a sole arbitrator. The arbitrator need not be a member of any of the CPR Panels of Distinguished Neutrals. The arbitrator is hereby instructed, directed and commanded to assume case management initiative and to initiate early scheduling of all events and proceedings so as to resolve any dispute as expeditiously as possible. In rendering the award, the arbitrator shall determine the rights, remedies, liabilities and obligations of the parties according to the laws of the Commonwealth of Virginia including, without limitation, the provisions thereof with respect to evidence. The arbitrator shall have no power to make awards or issue orders of any kind inconsistent with the provisions of these Terms and Conditions. The award, which shall be made not later than thirty (30) days after the conclusion of the arbitration, shall state the reasons upon which the award is based. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. The Buyer shall be irrevocably deemed to waive, to the fullest extent permitted by law, any claim for punitive, treble or other exemplary damages against Casa bella in any suit, action, arbitration or other proceeding arising out of or relating to the purchase, sale or use of Casa bella products. Notwithstanding anything herein to the contrary, Casa bella shall in its discretion be entitled to bring suit in a court of competent jurisdiction against Buyer in order to (a) recover any sums payable by Buyer to Casa bella or (b) obtain injunctive relief or other equitable remedies or interim measures to prevent, mitigate or stop irreparable harm to Casa bella’s rights. Buyer hereby irrevocably submits to the personal jurisdiction and venue of the courts of Norfolk and Virginia Beach, Virginia, with respect to any action brought by Casa bella (i) to enforce the agreement herein to arbitrate, (ii) to enforce the arbitrator’s award, (iii) seeking injunctive relief or other equitable remedies or interim measures, or (iv) claiming any amounts owed by Buyer. Casa bella shall be entitled to recover its attorneys’ fees and other expenses incurred in the enforcement or defense of its rights and remedies.

GOVERNING LAW: These Terms and Conditions, together with the purchase, sale and use of Casa bella’s products, and all other aspects of the relationship between Casa bella and Buyer shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia, U.S.A. without giving effect to any choice of law rules that could result in the application of the laws of any other jurisdiction.

DUTY DRAWBACK: Except as otherwise agreed in writing by the parties, Casa bella reserves all rights to, and the Buyer shall make no claim for, any United States duty drawback available in respect of Casa bella’s products or any raw materials or parts used therein. Buyer shall cooperate fully with all requests of Casa bella in connection with Casa bella’s claim for any such duty drawback by, among other things, executing and endorsing all certificates, assignments, Customs forms and other documents presented by Casa bella with respect to any such duty drawback claim.

NO DISTRIBUTORSHIP OR FRANCHISE: Neither the acceptance of any of Buyer’s purchase orders by Casa bella nor any other course of dealings between Casa bella and the Buyer will cause the Buyer to become a distributor, franchisee, partner or joint venturer of Casa bella. Casa bella will not be bound by any modification of these Terms and Conditions unless set forth in a writing signed by Casa bella.