“You” and “your” refer to the undersigned buyer, its agents, successors and assigns. “Pacific Domes” refers to Pacific Domes Inc., an Oregon corporation, and Pacific Domes International. “Product” refers to domes and other goods manufactured and sold by Pacific Domes. The parties agree that English is the governing language for these Terms and Conditions.
All sales and lease arrangements entered into by Pacific Domes are expressly conditioned on your acceptance of these Terms and Conditions. If there is any inconsistency between these Terms and Conditions and those contained in any purchase order or other document submitted by you or on your behalf, these Terms and Conditions shall control even if your documents expressly limit acceptance to use of your terms and conditions. Pacific Domes shall be bound only by such additional terms and conditions that Pacific Domes specifically agrees to in writing.
PAYMENT TERMS; DEPOSIT REQUIRED
No order is final until accepted by Pacific Domes. Your order will not be accepted until you submit a signed and dated copy of these Terms and Conditions, your “Overhead Diagram” and a deposit equal to (a) for orders based on Pacific Domes’ standard Product designs (“Standard Orders”), 50% of the total purchase price, or (b) for orders that require Pacific Domes to make alterations to its standard Product designs (“Custom Orders”), the deposit must equal the total cost of materials at the time the order is placed, as determined by Pacific Domes. The balance of the purchase price, including any taxes, shipping, insurance or other fees, must be paid in full by you prior to shipment. REFUNDS ARE NOT AVAILABLE ON CUSTOM ORDERS. Pacific Domes reserves the right to charge a three percent (3%) fee for payments made by credit card.
All amounts are stated in United States Dollars. All payments must be made by wire transfer, money order, cashier’s check, corporate check or approved credit card. For credit card payments, there is a card limit of $10,000 per order. Checks may take up to ten (10) business days to clear.
SHIPPING AND INSURANCE
Shipping dates are merely estimates and are not guaranteed. You agree that Pacific Domes will not be liable for any damages or penalties that might be incurred due to a delay in shipment of the Product. You must pay all freight, duty and insurance charges. Title and risk of loss passes to you when the Product is tendered to a carrier for shipment at Pacific Domes’ warehouse.
Storage fees are as follows: 16′-30′ domes will accrue at $25.00 per day and 36′-120′ domes will accrue at $75.00 per day, two weeks after requested delivery date.
DELIVERY AND INSPECTION
Upon delivery, you agree to immediately inspect the Product and notify Pacific Domes in writing if you are rejecting the Product as substantially non-conforming. Failure to give written notice of rejection that specifies the nature of the non-conformity within 10 business days after delivery shall constitute an irrevocable acceptance of the Product. If written notice is given, you must keep the Product intact and protected until Pacific Domes has a reasonable opportunity to inspect the Product. If Pacific Domes verifies that the Product is non-conforming, Pacific Domes will ship a replacement Product within a reasonable time at Pacific Domes’ expense. You must return the defective Product within 30 business days after Pacific Domes issues you a Return Material Authorization (“RMA”) number, and you must pay the cost of shipping and insurance to Pacific Domes’ designated facility. If you fail to return the defective Product within 30 business days following issuance of the RMA, you agree to pay Pacific Domes the full list price for the replacement Product.
Pacific Domes’ products are built to order. You may cancel a Standard Order only by delivering written notice at any time before the Product ships. Additionally, failure to pay the balance of the purchase price within thirty (30) calendar days after notice that your order is ready for shipment may be deemed a cancellation of your order. If you cancel a Standard Order, you will be charged a restocking fee of twenty five percent (25%) of your entire order, which will be deducted from your deposit, and Pacific Domes will refund the remainder of your deposit within ninety (90) days after cancellation. CUSTOM ORDERS MAY NOT BE CANCELLED ONCE YOUR ORDER IS ACCEPTED BY PACIFIC DOMES.
MODIFYING YOUR ORDER
If you wish to change your order, you must submit a written Change Order Authorization. Pacific Domes reserves the right to reject, for any reason, requests for changes after you submit your signed order. If Pacific Domes approves requested changes to your order, Pacific Domes reserves the right to delay your shipping date. You will be charged a Change Order Fee of $500, which must be paid in full prior to shipment. In addition to the Change Order Fee, you may be billed at Pacific Domes’ standard hourly rates for additional costs for design, materials and production arising from the requested changes. You agree that Pacific Domes will not be responsible for any damages or delays arising from or relating to requested changes to your order.
You are solely responsible for timely obtaining and maintaining any required import license, exchange permit or any other governmental authorization required for the import of the Product or provision by Pacific Domes of any service. Pacific Domes will not be liable if authorization by any government is delayed, revoked, restricted or not renewed, and you shall not be relieved of your obligation to pay for the Product or any charges hereunder. If you arrange for the services of an import broker, you must provide the broker information to Pacific Domes as soon as possible after your order is accepted to prevent shipping delays. Pacific Domes will make reasonable efforts to work with your import broker.
GRAPHICS AND PERMISSION FOR USE
For printed domes or vinyl appliqués, you must submit vector files in Adobe Illustrator© format prior to acceptance of your order. For Pacific Domes to provide accurate price quotes, the vector files must be a minimum of 300 dpi and include final dimensions. For any images you submit, you warrant that you are legally authorized to use and reproduce the images. You agree to indemnify, defend and hold harmless Pacific Domes from and against any and all third party claims, costs, liabilities and expenses, including reasonable attorney’s fees, arising from or relating to a claim that an image or graphic provided by you infringes on a third party copyright, patent, trademark or service mark.
You grant permission to Pacific Domes, its affiliates or subsidiaries, to photograph and display images of the Product you purchase (including photographs that may contain your logos or trademarks), for Pacific Domes’ marketing and promotional purposes. The grant of permission to Pacific Domes by you shall be perpetual and royalty free. Pacific Domes may publish or display the photographs in its discretion, including in printed materials and on the Internet.
Pacific Domes reserves the right to charge interest on outstanding accounts at the rate of 18% per annum or the maximum interest rate permitted by applicable law if it is less than 18%.
Installation services may be purchased under separate agreement with Pacific Domes Inc. If you accept installation services, you may be asked to sign a separate waiver and release as a condition of sale. Please review your Installation Services Agreement or the Waiver and Release for the applicable terms and conditions.
Pacific Domes warrants its Products against defects in materials and workmanship for ninety (90) calendar days from the date the product is shipped. In case of defect Pacific Domes, at its sole option, shall repair or replace the Product. Pacific Domes further warrants that covers will not excessively degrade from exposure under normal conditions for the period stated below, depending on the fabric or vinyl used. A cover has degraded excessively if it exhibits fading or loss of strength to the extent that Product cannot be used under normal conditions, as reasonably determined by Pacific Domes.
EventLite Fabric: 2 year pro-rated warranty
Clear Marine Vinyl: 2 year pro-rated warranty
Event, Blackout & Sunshield Vinyl: 5 year pro-rated warranty
This limited warranty does not cover any defect due to: modification or alteration of the Product; use not in accordance with Product manuals; neglect, misuse, accident, abuse or vandalism; unauthorized or improperly performed repairs; improper assembly, installation or disassembly; improper maintenance or unusual physical stress; improper storage; extreme weather conditions; acts of God; and wear and tear to vinyl appliqués that may occur during assembly or disassembly of the Product.
Except as represented in this agreement, USED and DISCOUNTED product provided by Pacific Domes are sold “AS IS”, without warranties of any kind. Pacific Domes makes no other warranties, express or implied, and hereby disclaims all implied warranties. USED or DISCOUNTED products will be specified “AS IS” on the provided invoice.
To obtain warranty service, you must request an RMA number by calling Pacific Domes at 1-888-488-8127. If you are located outside of the United States, please call 541-488-7737. Within 5 business days after receiving the RMA, you must package the Product in its original packing material or an equivalent substitute and display the RMA number clearly on the outside of the package. You must return the Product to the designated Pacific Domes’ facility freight prepaid and properly insured at your expense. You bear the sole risk of loss for damage that occurs during shipping.
If Pacific Domes determines in its sole discretion that a warranty applies, Pacific Domes, at its sole option, will either repair the Product with new or used parts of the same quality or replace the non-conforming Product. Pacific Domes will pay the cost of shipping the repaired or replacement Product to you.
LIMITATION OF LIABILITY
PACIFIC DOMES MAKES NO OTHER EXPRESS WARRANTIES. ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THE PERIOD OF THE EXPRESS WARRANTY.
YOUR REMEDIES ARE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT AT PACIFIC DOMES’ SOLE OPTION. PACIFIC DOMES WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM THE USE, PURCHASE OR REPAIR OF THE PRODUCT, INCLUDING DAMAGES FOR LOST PROFITS AND LOSS OF USE.
TO THE FULLEST EXTENT PERMITTED BY LAW, PACIFIC DOMES AND ITS SUBCONTRACTORS OR AFFILIATES WILL NOT BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY, INCLUDING BUT NOT LIMITED TO ANY INJURY FOLLOWING IMPROPER INSTALLATION, IMPROPER MAINTENANCE, IMPROPER USE, SUBSTITUTION OF PARTS, OR MODIFICATION BY ANYONE BESIDES PACIFIC DOMES OR ITS SUBCONTRACTORS OR AFFILIATES. FURTHER, YOU RECOGNIZE THAT THE USE OF A PLAYGROUND DOME CARRIES INHERENT RISKS, SUCH AS FALLING, AND BY USING A PLAYGROUND DOME OR PERMITTING OTHERS TO USE IT, YOU EXPRESSLY ASSUME LIABILITY FOR THOSE RISKS.
In no event shall Pacific Domes be liable for non-performance or a delay in performance arising directly or indirectly from acts of God, unforeseeable circumstances, delays caused by you or third party vendors, acts or failures to act by any governmental authority, declared or undeclared war, riot, labor disputes, revolution or causes of any other kind beyond Pacific Domes’ reasonable control.
In the event of any dispute regarding these Terms and Conditions where Pacific Domes is the prevailing party, and/or, if you fail to make any payment required by these Terms and Conditions and Pacific Domes brings suit to collect, you agree to pay Pacific Domes’ reasonable attorney’s fees and all costs and expenses in connection with the action.
CHOICE OF LAW
These Terms and Conditions shall be governed and construed in accordance with the laws of the State of Oregon without regard to choice of law rules. PURSUANT TO ARTICLE 6 OF THE UNITED
NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS (“CONVENTION”), YOU AND PACIFIC DOMES AGREE THAT THE CONVENTION SHALL NOT APPLY TO THIS AGREEMENT OR TO ANY TRANSACTIONS BETWEEN THE PARTIES.
In the event of any dispute between you and Pacific Domes, the parties irrevocably submit to the exclusive jurisdiction of the Multnomah County Circuit Court in Portland, Oregon or the United States District Court in Portland, Oregon.
ENTIRE AGREEMENT; SEVERABILITY
These Terms and Conditions constitute the complete and exclusive agreement between you and Pacific Domes superseding all contemporaneous or prior agreements and other communications, written or oral, relating to your order. The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the remainder of this agreement, which shall continue in full force and effect.