Caliber Terms and Conditions

Purchase Orders: All purchase orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent. All orders must identify the products, unit quantities, part numbers, applicable prices and requested delivery dates of the Products being purchased and shipping terms.

Pricing. Prices on the goods specified do not include any city, state, or federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes, fees, or other charges imposed by governmental entities. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation.

Customer Programs. All arrangements are made on a case-by-case basis. All charges or programs must have written pre-approval.

Catalog Fees: Any Catalog fees must be arranged prior to publication. Caliber reserves the right to pre-approval for any such fees.

Terms of Payment. All terms are given based on credit approval. Special Credit terms will be determined at time of approval. Caliber reserves the right to reassess terms on delinquent accounts. All payments shall be due thirty (30) days after the date of Caliber’s invoice. Payments past due of forty-five (45) days are subject to Credit Hold.

Cancellations. Buyer may not cancel an Order 30 days prior to delivery Buyer may not cancel or change an Order without the written consent of Caliber. If Buyer desires to cancel or change an Order, Buyer must deliver a written request for cancellation of the Order. If Caliber consents to Buyer’s written request for cancellation of the Order, Buyer shall pay to Caliber the percentage of the total Order price which equals the percentage of the Order completed by Caliber at the time of cancellation.

Delivery and Risk of Loss. All shipments under the Order are F.O.B. Caliber’s warehouse or production facilities. All risk of loss shall pass to Buyer at that time regardless of the method of shipment. Buyer may elect preferred prepaid shipment method at time of order, which must be specified on order, or Caliber will ship with preferred competitive prepaid freight carriers. Shipping will be added as a separate charge on the invoice.

Delays. Caliber will not be liable for any delay in the performance of its obligations under the Order, or for any damages suffered by Buyer due to such delay, if the delay is, directly or indirectly, caused by a fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, labor strike, shortage of materials, or any other cause beyond Caliber’s control.

Materials. The Order is conditional upon Caliber’s ability to obtain the necessary raw materials at a reasonable price, and all shipments under the Order are subject to Caliber’s supply schedules and any government regulations, orders, directives, and restrictions that may be in effect.

Nonconforming Goods. Buyer shall inspect all goods upon tender and delivery by Caliber, and should any of the goods be nonconforming goods, Buyer must notify Caliber in writing with photos, within Fifteen (15) days of Caliber’s tender and delivery of the goods describing the nature of any nonconformity and must obtain a RMA. Caliber shall have the right and option to repair or replace any nonconforming goods. If Caliber finds materials to be nonconforming, Caliber will pay shipping for returned and replacement goods.

Limitations On Damages Caliber, Inc. shall not be liable for any special, incidental or consequential damages, including, but not limited to, lost revenues, lost profits, personal injury, damage to property, and third-party claims, arising out of any warranty, contract, statutory or tort. Notwithstanding the term of any limited warranty or any warranty implied by law, or in the event that any limited warranty fails of its essential purpose, in no event will Caliber’s entire liability exceed the purchase price of this product.

Warranties. Caliber will issue warranty obligations per each product. Caliber, Inc. warrants that their product will be free from defects in material or workmanship under normal use, installation and service. Caliber, Inc. reserves the right, before having any obligation under this limited warranty, to inspect the damaged Caliber product. All warranty shipping costs for inspection shall be borne solely by the purchaser. This limited warranty is non-transferable.

Law and Procedure.

The laws of the State of Minnesota will exclusively govern any dispute between Seller and Buyer, (b) Buyer may not assign this Agreement without the prior written consent of Seller. Seller or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successor and assigns, (c) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.

Remedies. In the event that Buyer is in default or otherwise breaches the Order or this Agreement, Caliber shall be entitled to pursue any and all remedies, legal or equable including an action to recover the total Order price, as well as its costs of enforcing the Order, including, without limitation, its attorneys’ fees. In the event that Caliber is in default or otherwise breaches the Order, the liability of Caliber to Buyer for such breach or default shall be limited to the replacement value of the goods under the Order which is the sole and exclusive remedy of Buyer for any such breach or default.

Entire Agreement. This Agreement is intended by the parties as a final expression of the terms and conditions of the Order. No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can only be modified in a writing signed by both parties. No previous course of dealing between the parties or trade usage may be used to interpret, limit, or otherwise impair the operation of this agreement.

Waiver. Caliber shall not be deemed to have waived any rights under this Agreement or the Order unless such waiver is given in writing and signed by Caliber. No delay or omission on the part of Caliber in exercising any right shall operate as a waiver of such right or any other right. A waiver by Caliber of a provision of this Agreement or the Order shall not prejudice or constitute a waiver of Caliber’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement or the Order. Neither prior waiver by Caliber nor any course of dealing between Buyer and Caliber, shall constitute a waiver of any of Caliber’s rights or of any of Buyer’s obligations as to any future transactions. Whenever the consent of Caliber is required under this Agreement or the Order, the granting of such consent by Caliber in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Buyer.

Notices. All notices required to be given under this Agreement shall be given in writing and shall be to Any party may change its address for notices under this Agreement by giving formal written notice to the other party, specifying that the purpose of the notice is to change the pa