COAST SPAS MANFACTURING
STANDARD TERMS AND CONDITIONS OF SALE FOR PRODUCTS

Coast Spas Manufacturing, a corporation organized under the laws of British Columbia, Canada with its principal place of business located at 6315 202nd Street Langley, B.C. Canada (hereinafter referred to as “MANUFACTURER)

• Applicable Terms. This Agreement governs the sale of hot tub and swim spa products, components, parts, accessories, and materials provided by the MANUFACTURER (“Products”). Any applicable addenda, these terms, the MANFACTURER’s proposal, price quote, purchase order, or acknowledgement issued by the MANUFACTURER form the parties’ final agreement (“Agreement”). This Agreement may be amended at the sole discretion of the MANUFACTURER.
• The MANUFACTURER’s sale of Products is conditioned on Buyer's acceptance of this Agreement. Any additional or conflicting terms in Buyer's request for proposal, specifications, purchase order or any other written or oral communication are not binding on the MANUFACTURER unless separately signed by an authorized signatory of the MANUFACTURER. The MANUFACTURER ‘s failure to object to Buyer’s additional or conflicting terms does not operate as a waiver of any terms contained in this Agreement.
• Product Pricing: The MANUFACTURER, shall set the price at which the Products are sold to the Buyer. Products shall be sold and invoiced to the Buyer at the MANUFACTURER’s prices quoted to the Buyer upon acceptance of each order by MANUFACTURER. Due to the volatility of material costs, pricing is subject to change without notice and final pricing will be confirmed at the time of shipping.
• Sales Orders: All orders for Products by the Buyer shall be initiated by the Buyer's issuance of a written purchase order sent via the MANUFACTURER’s website, email, facsimile, or mail to the MANUFACTURER or such other place as designated by the MANUFACTURER. Such orders shall state unit quantities, unit descriptions, requested delivery dates, and shipping instructions. The acceptance by the MANUFACTURER of an order shall be indicated by written acknowledgment thereof by the MANUFACTURER following receipt of each order.
• Acceptance and Cancellation of Orders: This Agreement shall control orders of Products by the Buyer. Any conflicting or different or additional terms or conditions contained in the Buyer's purchase order, MANUFACTURER's acknowledgment, or other similar document shall not add to or modify the terms of this Agreement. The MANUFACTURER shall have the right to cancel any order placed by the Buyer or to refuse or delay the shipment thereof to the extent that the Buyer is in default of any payment obligations hereunder. The Buyer may cancel an order, or any part thereof, for Products which the MANUFACTURER has accepted only by providing written notice to the MANUFACTURER prior to the commencement of manufacturing and of such Products and by paying a cancellation charge of 35% of the order value as requested by the MANUFACTURER. The Buyer may not cancel an order for Products or custom-made Products which the MANUFACTURER has accepted and commenced manufacturing or has scheduled to ship unless confirmed in writing by the MANUFACTURER and by paying such reasonable cancellation charge as requested by the MANUFACTURER, which cancellation charge may include, without limitation, reasonable tooling and works-in-progress expenses requested by the MANUFACTURER.
• Delivery: Except as otherwise stated in the MANUFACTURER's order confirmation, all Products shall be FOB MANUFACTURER's facility in Langley, British Columbia.
• Payment for Hot tubs and Swim Spas: Unless other payment terms are previously agreed in writing by MANUFACTURER, BUYER shall make 25% payment upon placing orders and the balance due 7 days prior to the estimated shipping date for all Products ordered from MANUFACTURER by BUYER. If MANUFACTURER shall agree to extend any credit terms to BUYER, any amount owed to MANUFACTURER which is not paid when due shall bear interest calculated and compounded at the rate of 1.5% per month. BUYER shall reimburse MANUFACTURER for all costs and expenses (including attorney’s fees on a full indemnity basis) incurred by MANUFACTURER in collecting any payment owed to MANUFACTURER hereunder.
• Payment for components, parts, accessories, and materials: Unless other payment terms are previously agreed in writing by MANUFACTURER, BUYER shall make 100% payment upon placing orders. If MANUFACTURER shall agree to extend any credit terms to BUYER, any amount owed to MANUFACTURER which is not paid when due shall bear interest calculated and compounded at the rate of 1.5% per month. BUYER shall reimburse MANUFACTURER for all costs and expenses (including attorney’s fees on a full indemnity basis) incurred by MANUFACTURER in collecting any payment owed to MANUFACTURER hereunder.
• Please ensure your payments are arranged and received as per the term and conditions of CSMI to avoid any delays in shipping. CSMI cannot store completed orders and shipment may be subject to a 5% rescheduling charge if not shipped on its original scheduled shipping date. Orders will become open stock inventory and may be sold. Any unsold spas will still be the responsibility of the dealer and will be subject to a monthly storage charge of 5%.
• Payment via credit card will be subject to a 3.5% service fee. Payments via EFT, ACH via PRE-AUTHORIZE DEBIT (PAD) are not subject to service fees. Coast Spas will require your PAD authorization via email five (5) business days prior to the completion/shipping date for processing.
• For bank wires we require your bank or financial institution to provide us with confirmation that the WIRE/PAYMENT has been processed by having them email us at: paymentnotice@coastspas.com
• Cancellations may be subject to a cancellation fee of 35% of the total order value. If you wish to cancel your order, please contact us as soon as possible to let us know. On any overdue accounts, there is a monthly finance charge of 1.5%. We reserve the right to modify CSMI's terms and conditions at any time without prior notice.
• Conditions to the Warranties. The Warranties are conditioned on: (i) no repairs, modifications or alterations being made to the Product other than by The MANUFACTURER or its authorized representatives; (ii) Buyer handling, using, storing, installing, operating and maintaining the Product in compliance with any parameters or instructions deemed appropriate by the MANUFACTURER (iii) Buyer discontinuing use of the Product after it has, or should have had, knowledge of any defect;(iv) Buyer providing prompt written notice of any warranty claims within the warranty period provided by the MANUFACTURER for each Product; (v) at the MANUFACTURER' discretion, Buyer either removing and shipping the Product or non-conforming part thereof to the MANUFACTURER, at Buyer's expense, or granting the MANUFACTURER reasonable access to the Products to assess the warranty claims; (vi) Product not having been subjected to accident (including force majeure), alteration, abuse or misuse; and (vii) Buyer not being in default of any payment obligation.
• Remedies. Buyer's sole and exclusive remedies for breach of the Warranties are limited, at the MANUFACTURER’S discretion, to repair or replacement of the Product, or its non-conforming parts.
• Limitation of Liability: The MANUFACTURER's liability to the Buyer shall be limited to the cost of the Products sold to the Buyer. The MANUFACTURER shall not be liable for any special, indirect, or consequential damages arising from the sale or use of the Products.
• Governing Law and Jurisdiction: Any disputes arising from the sale of Products between the MANUFACTURER and the Buyer shall be governed by the laws of British Columbia where the MANUFACTURER is located, and any legal action shall be brought in the courts of British Columbia.
• Entire Agreement: These terms and conditions constitute the entire agreement between the MANUFACTURER and the Buyer and supersede all prior negotiations, agreements, and understandings, whether written or oral