Customer Terms and Conditions
These Customer Terms and Conditions (“Sales Terms”) apply to the sale of all LCI products, parts, or materials (“Product(s)”) by LCI, as well as by third party vendors and/or service providers of LCI on LCI’s behalf, to any customer (“Customer”). LCI’s offer to sell Products to Customer, and LCI’s acknowledgement of any purchase order or other Customer document (“Order”) is expressly limited to, and expressly conditioned on Customer’s acceptance of these Sales Terms. The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of Products ordered.
For purposes of these Sales Terms, “LCI” means Lippert and all North American affiliates and subsidiaries including without limitation:
- Lippert Manufacturing, Inc.
- LCI Canada Group, Inc.
- Kinro Texas, Inc.
- Zieman Manufacturing Company
- LCI Transit Corp.
- Taylor Made Group, LLC
- Curt Manufacturing, LLC
- CS Rail Interiors Inc.
- The Hitch Store, LLC
- Haulgauge, Inc.
- Curt Manufacturing Ltd.
- Taylor Made Credit, LLC
- Innovative Design Solutions, Inc. d/b/a LCI Technologies
- LCI Service Corp. d/b/a Duncan Systems and/or Camping Connection
LCI objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms, unless such Customer terms have been explicitly agreed to in writing by LCI. In no case shall LCI’s act of shipping to Customer be taken as assent to any provision different from or additional to these Sales Terms.
2. ACCEPTANCE BY CUSTOMER:
Customer’s failure to notify LCI of cancellation or objection within two (2) business days of receipt of these Sales Terms shall constitute acceptance of LCI’s Sales Terms. In any case, Customer’s acceptance of shipment shall constitute acceptance of LCI’s Sales Terms in effect on the date of acceptance.
All prices are subject to change without notice, and the prices stated in any LCI quotation or order acknowledgement, including materials covered by this Agreement shall be adjusted to, and the material shall be invoiced and remitted at, LCI’s prices in effect at the time of actual shipment. At its sole discretion, LCI may institute surcharges from time to time as it becomes necessary due to material changes in the price of shipping, petroleum costs, micro-ingredients, or other raw materials.
LCI shall not be responsible for any delays, including without limitation, delays caused by acts of God, strikes, mechanical breakdown, material shortages, and any condition beyond its control. Shipping dates stated herein or in any Order acknowledgement or invoice are LCI’s best estimate, and LCI shall be responsible only to use commercially reasonable efforts to complete shipment within 180 days of dates specified subject to extension by reason of delays beyond LCI’s control. In the event shipment is delayed, at LCI’s discretion, beyond such extended time, Customer shall have the option to cancel without recourse against LCI subject to Section 8 hereof.
5. EXCLUSION OF WARRANTIES:
Except as stated in LCI’s standard limited warranty OR unless a different warranty is expressly specified on the applicable Product information or Product packaging (in which case such warranty governs), NEITHER LCI, NOR ANY PERSON ON LCI’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OR PERFORMANCE OF PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
6. NO EXTENSION OF WARRANTY:
NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS, ARE EXTENDED BY LCI, OR MAY BE EXTENDED BY CUSTOMER, TO ANY THIRD PERSON.
7. LIMITATION OF REMEDY:
If a Product does not conform to LCI’s limited warranty, Customer’s sole and exclusive remedy is, at LCI’s option, repair or replacement of the nonconforming Product or refund of its purchase price. LCI has no obligation under this warranty with respect to Products that are modified or damaged by Customer, including through misapplication, misuse, abuse, installation, accident, mishandling, or neglect, or any Product that has been used with any third-party products, hardware, or product that has not been previously approved in writing by LCI. Customer must notify LCI within 45 days after receipt of Product that it believes a Product is non-conforming and, thereafter, cooperate with LCI’s investigation of such claim, otherwise Customer waives any right or claim with respect to such non-conformance.
8. CANCELLATION AND RETURNS:
Products may be returned to LCI only after receipt by Customer of written authorization and shipping instructions from LCI. In connection with any authorized return, LCI may charge a reasonable restocking fee.
All requests for cancellation must be made in writing by Customer, and orders are not subject to cancellation without the prior written consent of LCI. Orders in process or completed at the time Customer’s cancellation request is received by LCI are subject to cancellation charges up to the invoice value of the material ordered.
9. LIMITATION OF LIABILITY:
Except for the limited remedy in Section 7 above, and except as prohibited by applicable law, LCI is NOT LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (including without limitation lost profits, revenue, business opportunity, or goodwill) that directly or indirectly arise from or relate to the Products, regardless of the legal or equitable theory asserted, including without limitation, warranty, contract, negligence, fraud, or strict liability. IN NO EVENT SHALL LCI BE LIABLE FOR ATTORNEYS’ FEES OR COSTS. IN NO EVENT SHALL LCI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS CUSTOMER PAID TO LCI PURSUANT TO THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. PAYMENT TERMS:
All payment terms are as stated in the agreement between LCI and Customer. LCI may, if it has reason to believe that Customer’s ability to perform is in any way impaired, demand assurance and/or, upon written notification to Customer, change payment terms. Accounts not paid in full within the terms of sale stated on LCI’s invoice will be assessed a PAST DUE SERVICE CHARGE of 1.5 % PER MONTH of such unpaid balance. In no event shall the SERVICE CHARGE exceed the maximum allowable interest rate established by the law governing same. LCI may withhold shipment whenever Customer’s account is past due, or, upon notice to Customer, whenever Customer’s account has reached the maximum credit allowance, as determined by LCI in its sole discretion. The discount date of any cash discount terms will be based on the invoice date.
Customer (the “Indemnifying Party”) shall indemnify and hold LCI (the “Indemnified Party”) harmless from all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees,costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers (collectively, “Losses”) incurred because of or related to: (a) a material breach or non-fulfillment of this Agreement by Indemnifying Party; (b) any negligent or more culpable act or omission of Indemnifying Party in connection with the performance of this Agreement; or (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the acts or omissions of Indemnifying Party.
12. FAIR LABOR STANDARDS ACT:
LCI hereby certifies that all Products of its manufacture covered by the Customer’s order are produced and furnished in compliance with regulation of the Child Labor and other provisions of the Fair Labor Standards Act of 1938, as amended, and any regulations or orders issued thereunder.
LCI is not responsible for damage to Products in transit, and all shipments must be inspected carefully upon receipt and any claim for damage filed with the carrier promptly.
14. ENTIRE CONTRACT:
LCI’s Sales Terms effective on the date of Customer’s Order shall constitute the entire contract of sale and purchase of the Products sold hereunder (“Agreement”), unless the parties have each signed a separate agreement covering any term or condition contained herein. Where LCI and Customer have a specific agreement for the sale or supply of Products or an individual LCI business unit has issued specific terms and conditions for specific products, that agreement or the business unit specific terms and conditions (collectively “LCI Agreement Terms”) will control, as to these Sales Terms, to the extent that the LCI Agreement Terms are in addition to or conflict with these Sales Terms. By ordering Product from LCI, Customer agrees to be bound by all terms and conditions, program requirements, and other policies set forth in the applicable LCI policies, price pages, order forms, or order systems.
15. ADDITIONAL RECOVERY:
In the event of any proceeding involving a claim or dispute arising under this Agreement, LCI shall be entitled to recover, in addition to any remedy awarded in such proceeding, all costs and expenses, including reasonable attorney’s fees, incurred by LCI in such proceeding.
16. GOVERNING LAW, DISPUTE RESOLUTION:
Indiana law, without regard to conflicts of laws principles, shall exclusively govern LCI’s sale of Products to Customers. Except where LCI files a claim or action to collect unpaid amounts due from Customer, all claims and disputes arising from or relating to these Sales Terms, any Order, or the Products must be resolved exclusively through the following dispute resolution processes in the order listed: (1) good faith negotiations between duly authorized representatives of each party conducted within 90 days of a request for negotiations; (2) if good faith negotiations do not resolve the dispute, the parties will engage in non-binding mediation before a neutral mediator jointly selected and paid for by the parties within 120 days of a request for mediation at a location acceptable to both parties; and (3) as a last resort, litigation. The state or federal courts located in St. Joseph or Elkhart counties, Indiana, shall be the sole and exclusive jurisdiction and venue for any litigation between LCI and Customer. Customer agrees to submit to the jurisdiction of such courts in the event of any litigation and agrees that effective service of process may be made upon it by certified or registered mail.
17. EXPORT/IMPORT COMPLIANCE:
Customer shall comply with all Export/Import Laws that apply to its purchase, export, import, use, or transfer of any Product. Without limitation to the foregoing, Customer understands and acknowledges that Products cannot be exported, re-exported, transferred, retransferred, or transshipped (i) to any Sanctioned Countries, except in compliance with applicable Export/Import Laws, or (ii) to any other destination for which an export, re-export, or import license is required, without Customer obtaining such license. Customer confirms that neither Customer nor any person that owns, directly or indirectly, 50% or more of Customer, nor any party for which Customer is purchasing the Products is a Restricted Party or subject to any other sanctions, restrictions, or designations under applicable Export/Import Laws. Notwithstanding any other provision of this Agreement, the Parties shall not be required to take or refrain from taking any action, nor shall they be required to furnish any information, that is prohibited or penalized under the laws of the United States, including the anti-boycott laws and regulations administered by the U.S. Commerce and Treasury Departments.
For purposes of this Section 18, the following definitions shall apply:
- “Export/Import Laws” shall mean any applicable U.S. laws and regulations governing exports from the United States, imports into the United States, reexports/retransfers of items subject to U.S. export jurisdiction, or relating to economic sanctions and embargoes. Such laws and regulations include without limitation (as may be amended from time to time): the Export Administration Act (50 U.S.C. App. §§ 2401-2420); the Export Administration Regulations (15 C.F.R. Part 730 et seq.); the economic sanctions laws, regulations, and other executive orders (including those set out in 31 C.F.R. Chapter V) enforced by the Office of Foreign Assets Control; the International Emergency Economic Powers Act (50 U.S.C. § 1701-1706); the International Traffic in Arms Regulations (“ITAR,” 22 C.F.R. Parts 120-130); the Arms Export Control Act (“AECA,” 22 U.S.C. § 2751 et seq.); the Foreign Trade Regulations (15 C.F.R. Part 30); U.S. Customs laws and regulations; and any trade control laws and regulations administered by a non-U.S. government (except to the extent inconsistent with U.S. law).
- “Restricted Party” shall mean any person (entity or individual) that is identified on any applicable U.S.-government restricted party list, including the List of Specially Designated Nationals and Blocked Persons (SDN List); the Denied Persons, Unverified, Entity, Debarred or non-proliferation sanctions Lists; or any applicable list maintained by a non-U.S. government (except to the extent compliance with such restrictions would be inconsistent with U.S. law).
- “Sanctioned Countries” shall mean those countries identified by the U.S. Department of the Treasury, Office of Foreign Assets Control, as being subject to U.S. economic sanctions and embargoes (as may be updated and amended from time to time), including Cuba, Iran, North Korea, Sudan, and Syria.
All tooling and equipment used to manufacture the Products (“Tooling”) is owned by LCI. Customer has no right, title, or interest in or to any of the Tooling.
19. INCORPORATION OF TERMS AND FUTURE CHANGES:
All shipments are subject to these Sales Terms. The current version of these Sales Terms supersedes all previous Terms and Conditions issued by LCI. LCI reserves the right to unilaterally modify or amend any term or condition of this Agreement at any time without prior notice. Any failure to enforce or apply a term or provision of this Agreement shall not constitute a waiver of that term or provision by LCI and shall not diminish or impair LCI’s right to enforce such term or provision in the future. If one or more provisions of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be so affected or impaired.