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  1. SCOPE. THESE TERMS AND CONDITIONS OF SALE APPLY TO ALL QUOTATIONS, ORDER CONFIRMATIONS AND ACKNOWLEDGMENTS, PROPOSALS, AND CONTRACTS ("QUOTATIONS") MADE OR ENTERED BY DUX> AREA INC. ("DUX") AND ALL ORDERS MADE BY CUSTOMERS ("CUSTOMER") FOR THE PURCHASE AND SALE OF ANY DUX SPRAY GUN OR OTHER DUX PRODUCT ("PRODUCTS"). IF THESE TERMS AND CONDITIONS CONFLICT WITH OR DIFFER IN ANY WAY FROM ANY TERMS AND CONDITIONS CONTAINED IN CUSTOMER'S ORDER OR OTHER PROCUREMENT DOCUMENTS, THESE TERMS AND CONDITIONS WILL CONTROL, AND ANY OFFER OR ACCEPTANCE IS SPECIFICALLY LIMITED TO THESE TERMS AND CONDITIONS. CUSTOMER'S USE OF THE PRODUCTS SHALL CONCLUSIVELY CONFIRM ASSENT TO THESE TERMS. DUX'S FAILURE TO OBJECT TO PROVISIONS CONTAINED IN ANY COMMUNICATION FROM CUSTOMER SHALL NOT BE DEEMED A WAIVER OF ANY OF THESE TERMS.

    QUOTATIONS AND ORDERS MAY BE MADE IN HARDCOPY, OR BY TELEPHONIC OR ELECTRONIC MEANS, BUT BEFORE BEING EFFECTIVE, QUOTATIONS AND ORDERS MUST BE APPROVED AND ACCEPTED IN WRITING BY AN AUTHORIZED EMPLOYEE OF DUX AT ITS HOME OFFICE IN SEATTLE, WASHINGTON, USA.

  2. Payment in advance. DUX may at any time, in its sole discretion, require cash in advance, C.O.D., letter of credit, or wire transfer prior to shipment.

  3. Terms. Unless otherwise provided in the Quotation, all prices are in U.S. dollars and include freight and insurance. Unless otherwise specified in the Quotation, all invoices are payable in advance by credit card or electronic funds transfer. Amounts not paid when due will bear a late payment charge from the date of the invoice of 1.5 percent per month or the maximum legal rate, whichever is less. Each shipment shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. In the case of sales made on credit, Customer grants DUX a purchase money security interest in the applicable Products and any proceeds thereof, as security for Customer's obligation to pay the purchase price. DUX may file as a financing statement any document DUX deems necessary to perfect or protect DUX's security interest.

  4. Shipment. Unless otherwise provided in the Quotation, Products will be shipped at DUX's expense. Product titles passes to Customer, and DUX's liability as to shipment and delivery ceases, upon delivery to the carrier at the shipping point. All claims for damages must be filed with the carrier.

  5. Taxes. All prices are exclusive of any present or future sales, revenue, or excise tax, duty, or other tax. Except for taxes on DUX's income or receipts, applicable taxes and duties shall be paid by Customer.

  6. Warranty. DUX WARRANTS TO CUSTOMER THAT ALL DUX PRODUCTS (A) ARE FREE FROM DEFECTS IN MATERIALS OR WORKMANSHIP AND (B) MEET ALL APPLICABLE DUX SPECIFICATIONS. THE FOREGOING WARRANTY WILL REMAIN IN EFFECT FOR ONE YEAR FROM THE DATE OF SALE. IN THE EVENT A PRODUCT FAILS TO MEET THE FOREGOING WARRANTY, CUSTOMER SHALL NOTIFY DUX AND REQUEST A RETURN MATERIAL AUTHORIZATION NUMBER (RMA) BEFORE RETURNING THE PRODUCT PURSUANT TO DUX'S INSTRUCTIONS. DUX WILL REPAIR OR REPLACE, AT DUX'S OPTION, ANY PRODUCT THAT FAILS TO MEET THE FOREGOING WARRANTY. IF DUX DETERMINES THAT REPAIR OR REPLACEMENT IS NOT REASONABLE, DUX MAY INSTEAD REFUND CUSTOMER'S PURCHASE PRICE FOR THE NONCONFORMING PRODUCT. THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. DUX NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OR USE OF ANY PRODUCT. DUX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  7. Limitation of Liability. IN NO EVENT WILL DUX BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE DAMAGES) SUSTAINED FROM ANY CAUSE RELATING TO DUX PRODUCTS. IN NO EVENT SHALL DUX BE LIABLE TO CUSTOMER IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE PRODUCTS THAT DO NOT MEET THE SPECIFICATIONS. ANY LAWSUIT BY CUSTOMER AGAINST DUX MUST BE FILED WITHIN ONE YEAR FROM DATE OF SALE OF THE PRODUCTS. THE ABOVE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR OF ANY LIMITED REMEDY PROVIDED HEREIN AND SHALL APPLY TO ALL CLAIMS ARISING OUT OF ANY LEGAL THEORY, WHETHER CONTRACT, NEGLIGENCE, STRICT TORT LIABILITY, INDEMNITY, OR OTHERWISE.

  8. Contingencies. DUX will not be liable to Customer for default or delay in the performance of any of DUX's obligations hereunder due to Act of God, accident, fire, flood, storm, riot, war, sabotage, leakage, terrorism, explosion, labor problems (including lockouts, strikes, work stoppages, and slowdowns), national defense requirements, governmental law, ordinance, rule or regulation, whether valid or invalid, inability to obtain electricity or other type of energy, raw material, equipment or transportation, or any similar or different contingency beyond DUX's reasonable control that would make performance commercially impracticable, whether or not the contingency is of the same class as those enumerated above, it being expressly agreed that such enumeration shall be nonexclusive.

  9. Severability. Each provision of these terms and conditions shall be valid and enforced to the fullest extent permitted by applicable law. If any provision of these terms and conditions shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or remaining provisions of these Terms and Conditions.

  10. Waivers. No waiver by DUX of any deviation by Customer of any required performance shall be a waiver of DUX's right to subsequent or other full and timely performance.

  11. Disputes. The parties agree that these terms and conditions of sale, any quotation, the specifications, and any disputes arising from or related to the foregoing shall be construed and governed according to the laws of the State of Washington, USA, without regard to conflict of law principles. The parties expressly disclaim the United Nations Convention on Contracts for the International Sale of Goods and transactions hereunder will not be governed thereby. The parties agree that any claim asserted in any legal proceeding by one party against the other shall be commenced and maintained exclusively in state or federal court located within King County, Washington. Both parties hereby submit to the jurisdiction of such Washington courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum. The judgment of an Washington court may be enforced in any court having competent jurisdiction.

  12. ENTIRE AGREEMENT. THESE TERMS AND CONDITIONS OF SALE, THE QUOTATION AND THE SPECIFICATIONS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS. ANY REPRESENTATIONS, PROMISES, WARRANTIES OR STATEMENTS THAT DIFFER IN ANY WAY FROM THESE TERMS AND CONDITIONS, THE QUOTATION OR THE SPECIFICATIONS SHALL BE GIVEN NO FORCE OR EFFECT. ANY PROVISION OF ANY PURCHASE ORDER SUBMITTED BY CUSTOMER THAT CONFLICTS WITH OR ADDS TO ANY OF THESE TERMS AND CONDITIONS, THE QUOTATION OR THE SPECIFICATIONS SHALL NOT BE BINDING UPON DUX. THESE TERMS AND CONDITIONS, THE QUOTATION AND THE SPECIFICATION MAY NOT BE MODIFIED EXCEPT IN A WRITTEN DOCUMENT SIGNED BY DUX.

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