Applicability. This purchase order is an offer by any party (the “Buyer”) seeking to purchase specified goods or services (the “Goods”) from CMMG, Inc. (the “Seller”), which purchase and sale shall be made in accordance with and subject to these terms and conditions (the “Terms”; together with the terms and conditions on the face of the purchase order, the “Order”). This Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Buyer in connection with this Order. These Terms also apply to any repaired or replacement Goods provided by Seller hereunder.
Acceptance. The Order is not binding on Seller until Seller accepts the Order in writing or starts to perform in accordance with the Order. If Seller does not accept the Order in writing or provide written notice that it has commenced performance within seven (7) days of Seller’s receipt of the Order, this Order will lapse. Buyer may withdraw the Order any time before it is accepted by Seller.
Delivery Date. If the Order is accepted by Seller, Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If no delivery date is specified, Seller shall deliver the Goods in due course in accordance with Seller’s standard manufacturing and delivery schedule, and subject to reasonable accommodations due to circumstances beyond Seller’s control.
Quantity. If Seller delivers more or less of the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, Buyer shall pay for the excess Goods on per unit terms and conditions of the Order. +
Delivery Location. All Goods shall be delivered to the address specified in this Order (the “Delivery Location”) during Buyer’s normal business hours or as otherwise instructed by Buyer.
Shipping Terms. Delivery shall be made F.O.B. Delivery Location in accordance with the terms on the face of this Order. Upon Buyer’s written request, Seller shall provide Buyer all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Goods to Buyer within ten (10) business days after Seller delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Order.
Title and Risk of Loss. Title passes to Buyer upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.
Packaging. All goods shall be packed for shipment according to Seller’s standard packing and shipping practices in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material.
Amendment and Modification. No change to this Order is binding upon Seller unless it is in writing, specifically states that it amends this Order and is signed by an authorized representative of Seller.
Inspection and Rejection of Nonconforming Goods. The Buyer has the right to inspect the Goods for a period of seven (7) business days after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are materially nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind the Order only with respect to the rejected Goods; (b) accept the conforming Goods at the price specified in the Order; or (c) reject the nonconforming Goods only and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly/within forty five (45) business days replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer’s sole and exclusive remedy shall be to cancel the Order as it relates to the replacement Goods. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.
Price; Payment Terms. The price of the Goods is the price stated in the Order (the “Price”). If no price is included in the Order, the Price shall be the price set out in Seller’s published price list in force as of the date of the Order. Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer. Buyer expressly agrees to pay the Price in accordance with the terms and conditions set forth in the Order. If Buyer fails to pay for any Goods when payment is due, Seller shall be entitled to late interest charges from the date when due at the rate of one and one half percent (1.5%) per month. Further, Seller shall be entitled to recover reasonable attorneys’ fees in any action or proceeding to enforce these Terms.
Excusable Delays. Seller shall have no liability if its performance is delayed or prevented by causes beyond its reasonable control, including, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by Seller’s Vendor, or any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay. Should shipments be held or stored beyond the delivery date for convenience of Buyer, Seller may, at its option, assess reasonable charges for any expense incident to such delay.
Claims. Claims for any nonconforming Goods must be made by Buyer, in writing, within ten (10) days of Buyer’s receipt of such Goods and must state with particularity all material facts concerning the claim then known to Buyer. Failure by Buyer to give notice within such ten (10) day period shall constitute an unqualified acceptance of such Goods by Buyer, and a waiver of any right to reject or revoke acceptance of such Goods.
Warranties. Seller warrants that all Goods sold are new and, upon payment in full by Buyer of the Goods, free and clear of any security interests or liens. Buyer’s exclusive remedy for breach of such warranties shall be replacement with a new product or termination of any security interests or liens. Seller is a distributor and not a manufacturer and makes no independent warranties other than those set forth herein.
Intellectual Property. Buyer acknowledges that, as between Buyer and Seller, Seller is the sole and absolute owner of all intellectual property rights associated with the Goods. Seller grants no license to Buyer to use any intellectual property of Seller, including Seller’s trademarks or tradenames. Further, Seller disclaims any and all warranties and/or indemnifications against infringement of any intellectual property rights of any nature. To the extent that Buyer incorporates the Goods into any manufactured goods which Buyer (the “Buyer Products”) shall sell to other third parties, Seller grants a limited license to Buyer to permit Buyer to prominently disclose that the Buyer Products are not Seller goods but only “contain CMMG parts”. Buyer further agrees that the Buyer Products shall be of high quality in design, material and workmanship and shall be suited to the favorable advantage, protection and enhancement of the Seller trademarks, and shall be safe and suitable for their intended purposes, and shall be manufactured, sold and distributed in full conformance with all applicable laws and regulations. Failure to make such disclosures shall be deemed a violation of Seller’s intellectual property rights in the Goods, and Buyer further agrees to indemnify and hold Seller harmless for all losses, claims, liabilities, damages or other costs, including reasonable attorneys’ fees, associated with Buyer’s failure to comply with the requirements of these Terms. Buyer may not manufacture, use, offer for sale, sell, advertise, promote, ship and/or distribute any products containing Seller Trademarks, or any promotional and packaging material relating to the Buyer Products containing Seller Trademarks, until it has received written approval of same in the manner provided herein from Seller. Buyer may not resell any Goods purchased hereunder from Seller unless Buyer sells and markets such Goods in Seller- approved packaging. Buyer agrees to comply with Seller’s published policies and procedures to ensure compliance with these Terms and protection of Seller’s valuable trademarks and other intellectual property.
Restrictions on Resale. Buyer expressly agrees that, to the extent that the Goods to be purchased pursuant to the Order are comprised of CMMG-manufactured parts, as opposed to fully-assembled rifles or firearms (herein, the “OEM Parts”), then Buyer shall not re-sell the OEM Parts as retail products and Buyer shall not re-distribute the OEM Parts to other third parties.
Limitations. There are no other warranties written or oral, express or implied, or by statute. No implied statutory warranty of merchantability or fitness for a particular purpose applies. No repair of Goods or other costs are assumed by Seller unless agreed to by Seller, in advance, and in a writing executed by a duly authorized representative of Seller.
Limitations of Liability. UNLESS APPLICABLE LAW OTHERWISE REQUIRES, SELLER’S AND ANY VENDOR’S TOTAL LIABILITY TO BUYER, BUYER’S CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS & CONDITIONS, FROM THE USE OF THE GOODS FURNISHED OR FROM ANY ADVICE, INFORMATION OR ASSISTANCE PROVIDED BY SELLER (BY ANY METHOD, INCLUDING A WEB SITE), IS LIMITED TO THE PRICE OF THE GOODS GIVING RISE TO THE CLAIM. NEITHER SELLER NOR ITS VENDORS SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL, DIRECT, CONSEQUENTIAL OR PENAL DAMAGES (INCLUDING, BUT NOT LIMITED TO BACKCHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES). IF SELLER FURNISHES BUYER WITH ADVICE OR OTHER ASSISTANCE WHICH CONCERNS ANY GOODS SUPPLIED HEREUNDER, OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY SUCH GOODS MAY BE INSTALLED, AND WHICH IS NOT REQUIRED PURSUANT TO THESE TERMS & CONDITIONS, THE FURNISHING OF SUCH ADVICE OR ASSISTANCE WILL NOT SUBJECT SELLER TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS.
Termination. Seller may terminate this Order, in whole or in part, at any time with or without cause for undelivered Goods on seven (7) days’ prior written notice to Buyer.
Waiver. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Confidential Information. All non-public, confidential or proprietary information of the Seller, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Buyer at the time of disclosure; or (c) rightfully obtained by the Buyer on a non-confidential basis from a third party.
Force Majeure. Seller shall not be liable to Buyer for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of Seller, without Seller’s fault or negligence, and which by its nature could not have been foreseen by Seller or, if it could have been foreseen, was unavoidable (“Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes or industrial disturbances. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from carrying out its obligations under the Order for a continuous period of more than ninety (90) days, Buyer may terminate this Order as to any Goods that have not been delivered by giving written notice to Seller.
Assignment. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer or subcontract any or all of its rights or obligations under the Order without Seller’s prior written consent.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from this Order.
No Third-Party Beneficiaries. This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Governing Law. All matters arising out of or relating to this Order shall be governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Missouri.
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Order shall be instituted in the federal courts of the United States of America or the courts of the State of Missouri in each case located in the City of Kansas City and County of Jackson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Cumulative Remedies. The rights and remedies under this Order are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of this Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
CMMG will ship your firearm to the licensed dealer (FFL Holder) of your choice. To expedite the shipment of your firearm -- please provide the name, along with phone number and email of your FFL Dealer in the notes field at the bottom of the checkout screen. If this field is left blank, we will contact you within a few business days to determine which FFL you would like us to ship your CMMG to. We ship firearms to all states except CA and NY.
By clicking the acceptance box below, you are agreeing to the Terms and Conditions listed above.