TERMS AND CONDITIONS

Sprayfish, Inc.
Terms & Conditions of Sale

Sprayfish, Inc. Terms and Conditions of Sale apply to all purchases and sales of items offered here, and your purchase means you have accepted our Terms and Conditions of Sale in effect as of the date of purchase. We disclaim any other Terms and Conditions contained in any customer purchase order, order form or otherwise unless expressly agreed to by us in writing. Purchase orders must be strictly in conformity with these Terms and Conditions of Sale. Inconsistent or conflicting terms in any purchase order or sale acknowledgment are rejected and shall be controlled by these Terms and Conditions of Sale unless agreed to by the customer and Sprayfish, Inc. in a separate, mutual writing. Additional terms are not binding unless agreed to by an officer of Sprayfish, Inc. in a separate writing. Sprayfish, Inc. reserves the right to decline fulfilling orders at its sole discretion.

Pricing & Charges

Product: Prices and charges on www.sprayfishinc.com and quotes provided by Sprayfish, Inc. are effective immediately when displayed on our website or provided in the quote and are subject to change without notice. All prices are quoted in U.S. dollars. We reserve the right to pass on any surcharges or impose purchase restrictions or limits at any time. Prices and availability may vary at any given time.
Charges: All orders are subject to applicable shipping, freight, taxes and processing charges. Shipping charges will be subject to the carrier’s published rates and internal processing and handling fees. In some cases, shipping charges may be less than or greater than Sprayfish, Inc.’s actual cost to process and ship.
Carrier Surcharges: Carriers may impose surcharges, which vary by carrier and may change at the carrier’s discretion. Sprayfish, Inc. will pass on the surcharge.

Terms/Billing Options

Payment terms on approved open accounts from date of invoice. In addition to open accounts, we also accept cash and most major credit cards. We also accept checks, but all checks received require a 3 day period to clear before the entire order will ship. Sprayfish, Inc. has multiple payment/billing options. If an open account customer fails to make full payment within the terms set forth for that customer (Net 30, Net 60, etc.) from date of invoice, Sprayfish, Inc. may defer further shipments or other orders, or cancel any portion of an unshipped order. Sprayfish, Inc. further reserves the right to charge interest on overdue invoices at the rate of 1.5% per month, which is an annual rate of 18% per year, or at the highest rate available under applicable law. It is understood and agreed that the customer will pay, to the extent permitted under law, all reasonable costs and expenses, including attorneys’ fees, collection agency fees, and court costs incurred by Sprayfish, Inc. in connection with any collection action for payment of the amounts due herein.
Sprayfish, Inc. makes available certain payment processes through which you can provide payment information to us when you pay for your order (our “Authorized Payment Processes”). Examples of our Authorized Payment Processes include providing payment information by telephone or through our website checkout. Sprayfish, Inc. has implemented physical, technological, and administrative safeguards intended to protect the information that you provide using one of our Authorized Payment Processes. These safeguards include, for example, encryption of Internet communications. If you do not use one of our Authorized Payment Processes, and you submit payment information through some other method (such as via email or fax), then the safeguards provided by our Authorized Payment Processes will not protect your payment information, then you provide such information at your own risk. Sprayfish, Inc. expressly disclaims all responsibility regarding the collection, use, and protection of information that you do not submit through an Authorized Payment Process.

Delivery

Sprayfish, Inc. ships products based on stock or manufacturer availability and processing times. Hazardous materials require special handling and may be subject to local, state and federal regulations, which may delay or prohibit shipments. Hazardous materials will not be shipped to Alaska or Hawaii or exported outside of the contiguous United States. All orders are shipped F.O.B. from Sprayfish, Inc.’s distribution facility or manufacturer’s facility for drop shipments. Title and risk of loss pass to customer on delivery to the common carrier or upon customer pickup. Please check with Sprayfish, Inc. for more information at order time. See Warranties-Limited Liability.

Damaged or Lost Shipments

UPS, Fed-Ex Ground, Other Package Carriers & Prepaid Truck Shipments (Sprayfish, Inc. carrier): Check your order immediately upon arrival. All damages must be noted on delivery receipt. All shortages and damages must be called into Sprayfish, Inc. at (360) 391-4700 or emailed to shawn@sprayfishinc.com with 7 calendar days.
Machinery Shipments: Call (360) 391-4700 or email shawn@sprayfishinc.com. All damaged containers and merchandise must be kept for inspection. If product was damaged in transit, you must file a claim with the carrier.
Truck Shipment (when you select the carrier): Check your order immediately upon arrival. All damages must be noted on delivery receipt. All damages and shortages must be called in to the trucker you chose within 7 days. All damaged containers and merchandise must be kept for your trucker to inspect. At that time, you will file a claim with your trucker. Damaged Hazardous Materials must be returned through the freight company prior to acceptance of delivery (See Returns and Repairs Section).

Warranties

General Merchandise Warranty: Except as otherwise stated, the only warranties applying to materials sold are those, if any, specifically provided by the manufacturer to be honored by the manufacturer. Items marked Lifetime Warranty are subject to manufacturer’s warranty terms. EXCEPT AS SET FORTH HEREIN, SPRAYFISH, INC. MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. SPRAYFISH, INC. DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANSHIP, QUALITY, DURABILITY, SUITABILITY, OR NON-INFRINGEMENT INCLUDING WITHOUT LIMITATION IN THOSE INSTANCES WHERE CHANGES, ALTERATIONS OR MODIFICATIONS ARE MADE IN MATERIALS AT THE REQUEST OR INSTRUCTION OF THE CUSTOMER, AND THE CUSTOMER AGREES NOT TO CLAIM OR COMMENCE SUIT AGAINST SPRAYFISH, INC. BASED ON ANY SUCH DISCLAIMED WARRANTIES OR SUCH MANUFACTURER’S WARRANTIES. OUR OBLIGATION IS LIMITED ONLY TO THE REPAIR OR REPLACEMENT OF DEFECTIVE PARTS OR, AT OUR SOLE OPTION, TO REFUND THE PURCHASE PRICE. A full refund will be given, subject to our quality assurance inspection, for any defective item returned to us and received by us within 30 days of the date of shipment in its original packaging. EXCEPTION: Any item denoted as final sale only.
Manufacturer’s Responsibility: The customer recognizes that Sprayfish, Inc. is a distributor and not a manufacturer, fabricator, or packager, and all applicable product specifications, representations and warranties are solely those of the fabricator, manufacturer, or packager of the products sold. Sprayfish, Inc.’s liability hereunder for any claim of loss or damage of any kind whatsoever by the customer arising from a breach of any such specifications, representations or warranties by the manufacturer, fabricator, or packager shall be limited to reimbursement of the price paid for the specific item sold, and other than such reimbursement, as between the customer and Sprayfish, Inc., the customer’s sole and exclusive recourse for such loss or damage is to the manufacturer, fabricator, or packager of the products. Customer waives any right of set-off or cover under the Uniform Commercial Code or otherwise.
Limited Liability: IN NO EVENT SHALL SPRAYFISH, INC. BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THE PURCHASE, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED OPPORTUNITY OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Sprayfish, Inc. shall not be responsible for computer or electronic interruptions, mechanical or electrical breakdowns, strikes, labor slowdowns, war, terrorism, riots, severe weather conditions, natural disasters, acts of God or any other forces beyond the reasonable control of Sprayfish, Inc. LTL shipments and other non-scheduled carriers, branch shipments (due to earlier pickups), back ordered items, replacement orders, new accounts (first order), orders requiring credit review, and supplier manufacturing deficiencies.

Responsibility

The value of the defective product or material is our only liability. All specifications and technical data have been supplied by the manufacturer and are listed only as a convenience. We do not warrant or represent that merchandise complies with the provisions of any law, particularly the Walsh-Healey Public Contracts Act, and the Occupational Safety and Health Act of 1970, and regulations promulgated thereunder, unless the manufacturer so warrants.
Website Errors: Although all information on www.sprayfishinc.com has been carefully checked for accuracy, errors or omissions occasionally occur, and therefore, are subject to correction. We regret any inconvenience.
Compliance with Laws: Some products may be obtained from multiple supply sources located throughout the United States or internationally and shipped directly to the customer without sending the item through Sprayfish, Inc. Many states and localities have codes and regulations governing sale, offering for sale, distribution, construction, installation, and use of products for certain purposes and/or containing certain regulated substances, which may vary from those in neighboring areas. Sprayfish, Inc. relies upon information provided by the supplier of these products to ensure they are compliant with the laws of the jurisdiction into which the product is shipped. The information provided by the supplier as to the ability of the product to be sold or distributed in any particular jurisdiction is believed by Sprayfish, Inc. to be accurate. Sprayfish, Inc. does not guarantee compliance with any law and assumes no responsibility for how the items are used or installed. Customer has the sole responsibility for compliance with all applicable codes, regulations and laws, and before purchase and use of the product, must review and ensure full compliance with such codes, regulations and laws concerning the use or installation of the products.

Returns & Repairs

Returns: Except as otherwise provided, no material will be accepted for return after 30 days from date of shipment. To return merchandise, you must call Sprayfish, Inc. at (360) 391-4700 for a Return Authorization Number. For machinery returns or repairs, call Sprayfish, Inc. at (360) 391-8411. No returns will be accepted without a Return Authorization Number. Include with your return a copy of your invoice or packing slip. All merchandise must be returned in its original packaging and condition. Any claims for discrepancies in shipment must be made within 7 days of receipt of merchandise. Shipping charges for returned items must be prepaid. No return of altered or etched items, custom/special orders, or any items marked final sale. A re-stocking charge of 15-30% may be applied depending on the manufacturer’s restocking policies and fees. Customers are required to inspect all hazardous materials deliveries prior to accepting the delivery. There are no returns on hazardous materials.
Repairs: Please call our Sales Manager at (360) 391-8411 to discuss repair needs.
Repair Service: Items left after 60 days of notification will be disposed of.

Provisions

Security Interest: Customer hereby grants to Sprayfish, Inc. a first priority purchase money security interest and/or chattel mortgage to the products and any accounts receivable or cash from resale thereof until full payment is made to Sprayfish, Inc. Customer agrees to file, or permit Sprayfish, Inc. to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Sprayfish, Inc.’s lien or security interest.
Independent Contractors: Sprayfish, Inc. and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions of sale shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer will not have the right to bind or otherwise obligate Sprayfish, Inc. in any manner, nor will Customer represent to anyone that it has the right to do so.
Assignment: Customer shall not assign any order, or any interest therein, without the prior written consent of Sprayfish, Inc. Any actual or attempted assignment without Sprayfish, Inc.’s prior written consent shall entitle Sprayfish, Inc. to cancel such order upon notice to Customer.
Electronic Commerce: If Sprayfish, Inc. and Customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions. Customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether the agreements must be in writing or signed by the party to be bound thereby; (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Sprayfish, Inc. and Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by Sprayfish, Inc. regarding EDI purchases made by Customer shall be deemed to be conclusive.
Intellectual Property: Customer shall have no right to copy or use any of the intellectual property of Sprayfish, Inc. or its suppliers without Sprayfish, Inc.’s permission. All materials contained on Sprayfish, Inc.’s website are subject to the ownership rights of Sprayfish, Inc. and its suppliers.
Sprayfish, Inc.’s Performance of Service: In conjunction with Customer’s purchase of product, Sprayfish, Inc. may perform certain services for Customer on Customer’s premises such as delivering, ordering, performing inventory management, or putting away product (collectively, the “Services”). Customer will hold harmless and indemnify Sprayfish, Inc., its officers, directors, employees, agents, subcontractors or representatives from and against any and all claims, including bodily injury, death, or damage to personal property, and all other losses, liabilities, obligations, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent, incurred by Sprayfish, Inc. related to the performance of Services for Customer (including without limitation, settlement costs, attorneys’ fees, and any and all other expenses for defending any action or threatened actions) arising out of, in whole or in part, any act or omission of Customer, its employees, agents, subcontractors or representatives. Waiver: No failure by either party to take any action or assert any right hereunder will be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

Controlling Law and Venue

All transactions shall be governed by the laws of the State of Washington, without regard to any conflict of law principles that would require the application of the laws of any other jurisdiction, and venue shall be in Snohomish County, State of Washington.
Note: Hazardous materials require special handling. Any item containing such materials may be subject to local, state and federal regulations, which may delay shipments. Sprayfish, Inc. makes no service level guarantees regarding such items.
If you have any questions about the Terms & Conditions of Sale, please direct them to Shawn Backman, owner and office manager, at shawn@sprayfishinc.com.
Effective October 1, 2019
This policy was last updated October 1, 2019