Account Terms
These Terms and Conditions of Sale ("Terms") govern all sales of products by Seattle Stone Northwest and its affiliates (collectively, "Seller") to the undersigned customer ("Buyer" or "Customer"). By placing an order, accepting delivery, or picking up any product, Customer acknowledges receipt of, and agrees to be bound by, these Terms.
1. INSPECTION AND ACCEPTANCE
1.1 All slabs and materials must be thoroughly inspected by the Customer prior to cutting, fabrication, or installation. It is the Customer's sole responsibility to verify color, pattern, dimensions, finish, and structural integrity before any alteration.
1.2 Once any slab has been cut, fabricated, or otherwise altered, no returns, exchanges, credits, or claims of any kind shall be permitted.
1.3 Customer acknowledges that natural stone is a product of nature and may contain variations in color, veining, pattern, shade, texture, and mineral composition. Such variations are inherent characteristics and shall not constitute defects or grounds for rejection, return, or claim.
2. RETURNS AND RESTOCKING
2.1 All product returns that are not related to verified quality defects shall be subject to a restocking fee of twenty-five percent (25%) of the original invoiced amount.
2.2 Requests for return authorization must be submitted in writing within seventy-two (72) hours of the Customer's receipt of goods. No returns shall be accepted without prior written authorization from the Seller.
2.3 Returned products must be in original, unaltered, uncut, and undamaged condition, in original packaging (if applicable), and suitable for resale. Seller reserves the right to inspect returned goods and reject any return that does not meet these requirements.
2.4 Freight, shipping, and delivery charges on returned goods are the sole responsibility of the Customer and are non-refundable.
3. NATURAL STONE — SOLD AS-IS; DISCLAIMER OF WARRANTIES
3.1 All natural stone slabs are sold on a strictly "AS-IS, WHERE-IS" basis. Once invoiced, no warranties, representations, or claims may be made regarding the nature, quality, condition, or suitability of the slabs.
3.2 ALL PAYMENTS FOR NATURAL STONE SHALL BE NON-REFUNDABLE once the slab has been picked up by the Customer or delivered to the Customer's designated address.
3.3 Natural stone slabs are inherently prone to cracking, chipping, staining, or other damage when handled, transported, stored, or fabricated improperly. Seller shall bear no responsibility for any damage, defect, loss, or claim arising from improper handling, storage, transportation, fabrication, or installation by the Customer or any third party.
3.4 SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. To the maximum extent permitted by law, all such warranties are expressly disclaimed.
4. PRICING, PAYMENT, AND FINANCE CHARGES
4.1 All prices are subject to change without notice until an order is confirmed in writing by Seller. Prices do not include applicable taxes, freight, delivery, or handling charges unless expressly stated on the invoice.
4.2 Payment terms are as specified on each invoice. Invoices not paid by the stated due date shall accrue a finance charge at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, on the outstanding balance from the due date until paid in full.
4.3 Customer hereby authorizes Seller to charge any credit card, debit card, or other payment method on file with Seller for any past-due invoices without further notice or consent.
4.4 Customer authorizes Seller to apply any payments received from Customer's affiliates, agents, subcontractors, end-users, homeowners, general contractors, or other third parties who make payment on the Customer's behalf to Customer's oldest outstanding balance first, at Seller's sole discretion.
4.5 Seller reserves the right to modify, suspend, or revoke credit terms at any time and for any reason, and to require prepayment, cash on delivery (COD), or other security as a condition of continued sales.
5. TAXES AND TAX EXEMPTION
5.1 Unless Customer provides and maintains a valid, current tax exemption or resale certificate on file with Seller, all applicable federal, state, and local taxes shall be added to each invoice.
5.2 If Customer fails to provide or maintain a valid tax exemption certificate, or if any previously provided certificate is determined to be invalid, expired, or inapplicable, Customer shall remain fully liable for the payment of all applicable taxes, penalties, and interest, in addition to the cost of materials, until paid in full.
5.3 Customer shall indemnify and hold Seller harmless from any tax liability, penalty, interest, or assessment arising from Customer's failure to provide valid exemption documentation.
6. DELIVERY TERMS AND SERVICE CHARGES
6.1 Delivery dates and times are estimates only and shall not be guaranteed. Seller shall not be liable for any delay in delivery.
6.2 Risk of loss and damage shall pass to the Customer upon delivery to the Customer's designated address or upon pickup from the Seller's premises, whichever occurs first.
6.3 A service charge of Two Hundred Fifty Dollars ($250.00) per delivery attempt shall apply if Seller arrives at the delivery location with at least two (2) hours' prior notice and the delivery cannot be completed due to any of the following:
Unavailability of Customer's personnel to receive delivery;
Failure or unavailability of Customer's equipment necessary to unload the product;
Wait time exceeding thirty (30) minutes from the time of Seller's arrival; or
Any other cause attributable to the Customer.
6.4 Customer is responsible for ensuring the delivery site is accessible, safe, and suitable for delivery. Any damage to Seller's vehicles or equipment caused by site conditions shall be the responsibility of the Customer.
7. ACCEPTANCE OF DELIVERY AND ORDERS
7.1 Customer accepts full responsibility for all slabs and materials delivered to any and all addresses on file, including but not limited to the address listed on this account application, and any address communicated by Customer via telephone, email, text message, or any other form of communication.
7.2 Customer accepts full responsibility for all slabs, materials, and orders picked up by any individual authorized by the Customer, whether such authorization is provided in this application, or via telephone, text message, email, or any other form of communication. Seller shall be entitled to rely on apparent authority and shall have no obligation to independently verify the identity or authority of any individual presenting themselves as an agent of the Customer.
8. COLLECTION OF DELINQUENT ACCOUNTS
8.1 In the event of non-payment, the Customer shall bear all costs and expenses associated with the collection of delinquent invoices, including but not limited to reasonable attorney's fees, court costs, filing fees, collection agency fees, and all other associated expenses, whether or not litigation is commenced.
8.2 Seller may report delinquent accounts to credit reporting agencies without prior notice to Customer.
9. RETENTION OF TITLE AND SECURITY INTEREST
9.1 Title to all products shall remain vested in the Seller until full payment of all amounts due under the corresponding invoice(s) has been received and cleared. Until such time, Customer holds the products as bailee for Seller.
9.2 Customer hereby grants Seller a purchase money security interest (PMSI) in all products sold by Seller to Customer, and in all proceeds thereof, to secure payment of all amounts owed. Customer authorizes Seller to file any UCC financing statements or amendments necessary to perfect such security interest without further consent.
9.3 Seller reserves the right to repossess any products for which full payment has not been received, without prejudice to any other rights or remedies available at law or in equity.
10. MARKETING MATERIALS
10.1 Any marketing materials, displays, samples, signage, or promotional items provided by Seller to Customer remain the sole property of Seller and may be repossessed by Seller or its authorized agents at any time, without prior notice.
10.2 Customer shall not damage, alter, or dispose of Seller's marketing materials without prior written consent.
11. RESALE RESTRICTIONS AND BRANDING
11.1 Customer agrees not to resell, distribute, or market any slabs or products purchased from Seller under any alternate branding, trade name, or private label without the prior written consent of Seller.
11.2 Any violation of this provision shall constitute a material breach of these Terms and may result in immediate termination of the Customer's account, revocation of credit privileges, and pursuit of all available legal remedies.
12. LIMITATION OF LIABILITY
12.1 IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, including but not limited to lost profits, loss of business, project delays, fabrication costs, installation costs, cost of replacement materials, or any other damages arising out of or in connection with the sale, delivery, use, or inability to use any products, regardless of the theory of liability.
12.2 Seller's total aggregate liability for any and all claims arising from or related to any order shall not exceed the invoiced price of the specific products giving rise to the claim.
12.3 Any claim must be submitted in writing within seventy-two (72) hours of delivery or pickup. Failure to notify Seller within this period shall constitute an irrevocable waiver of any and all claims related to the order.
13. INDEMNIFICATION
13.1 Customer shall indemnify, defend, and hold harmless Seller and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:
Customer's use, handling, fabrication, installation, or resale of any products;
Customer's breach of any provision of these Terms;
Any claim by a third party (including end-users and homeowners) related to products sold to Customer; or
Customer's failure to comply with applicable laws, regulations, or safety standards.
14. FORCE MAJEURE
14.1 Seller shall not be liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, government actions, embargoes, tariffs, trade restrictions, supply chain disruptions, transportation delays, labor shortages, strikes, fire, flood, earthquake, or any other event beyond Seller's reasonable control.
14.2 In the event of a force majeure occurrence, Seller may, at its sole discretion, cancel or modify any affected orders without liability.
15. COMMUNICATION & PRIVACY
15.1 Customer hereby consents to the recording of all telephone calls between Customer (including its employees, agents, and representatives) and Seller for purposes of quality assurance, training, order verification, and dispute resolution.
16. DISPUTE RESOLUTION AND GOVERNING LAW
16.1 These Terms shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.
16.2 Any dispute arising out of or relating to these Terms or any sale hereunder shall be resolved exclusively in the state or federal courts located in King County, Washington, and Customer hereby consents to the personal jurisdiction of such courts and waives any objection to venue.
16.3 In any action or proceeding to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing party.
17. ORDER CANCELLATION
17.1 Orders confirmed by Seller may not be cancelled by Customer without Seller's prior written consent. If cancellation is approved, Customer shall be subject to a cancellation fee of no less than twenty-five percent (25%) of the order value, plus any costs incurred by Seller in fulfillment of the order.
18. SET-OFF AND DEDUCTIONS
18.1 Customer shall not withhold, set off, or deduct any amounts from payments owed to Seller for any reason, including but not limited to alleged defects, claims, or disputes, without the prior written agreement of Seller.
19. NO WAIVER
19.1 The failure of Seller to enforce any provision of these Terms at any time shall not constitute a waiver of Seller's right to enforce such provision or any other provision in the future. No waiver shall be effective unless in writing and signed by an authorized representative of Seller.
20. SEVERABILITY
20.1 If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such finding shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.
21. ENTIRE AGREEMENT AND MODIFICATION
21.1 These Terms, together with any applicable invoice, credit application, or written agreement executed by both parties, constitute the entire agreement between Seller and Customer regarding the subject matter hereof and supersede all prior or contemporaneous oral or written representations, agreements, or understandings.
21.2 Seller reserves the right to amend, modify, or update these Terms at any time. Continued purchases by Customer following any such amendment shall constitute acceptance of the revised Terms.
22. PERSONAL GUARANTEE
The undersigned individual, in their personal capacity, hereby unconditionally and irrevocably guarantees prompt and full payment of all amounts owed by the Customer to Seller, including principal, finance charges, collection costs, and attorney's fees. This guarantee shall remain in effect until all obligations are satisfied in full.
