Terms & Conditions

JTPco Terms and Conditions
 

Joshua Tree Percussion Company, (hereinafter referred to as “JTPCo.”) may insist upon strict compliance with the following terms and conditions despite any previous custom, practice or course of dealing to the contrary.

1. Delivery
Shipping will be made in accordance with shipping instructions received from the Customer. The acceptance of a shipment by the Customer or by any carrier specified by the Customer shall constitute a delivery to the Customer.

2. Price Increase
The price quoted, if any, is subject to increase based on any future increase in the cost of labour and/or materials and shall become effective immediately upon notice thereof being given by JTPCo. to the Customer.

3. Taxes
Should any government of governmental body, board or agency impose or increase any applicable sales, excise, goods and services or other taxes beyond those in effect at the date of any Work Order or Invoice, JTPCo. reserves the right to increase prices to the Customer by an amount sufficient to cover such additional taxes.

4. Unshipped Goods and Cancellations
Any unshipped balance of goods, resulting from the Customer’s refusal or inability to take delivery, remaining in the possession of JTPCo. fourteen (14) days after notice given to the Customer will be invoiced to the Customer on the usual terms, and the Customer shall pay to JTPCo. storage charges of ten (10%) percent of the invoice value per month, to be billed and paid monthly. If delivery of any goods has not been completed within three (3) months from the notice, as stated herein, the Customer authorizes JTPCo. to dispose of such goods for the Customer’s account at such price and upon such terms and conditions as JTPCo. in its sole discretion considers appropriate, and the Customer authorizes JTPCo. to deduct from the sale proceeds any and all costs incurred by JTPCo. with respect to such disposition.

Please note that custom orders may not be cancelled or modified after materials have been ordered or work commenced. Cancellations are subject to written approval by JTPco. Buyers are subject to payment for all costs incurred by JTPco. as a result of the order and cancellation. Those costs can include, but are not limited to, materials used, purchase commitments, tooling, amortized labor and overhead, and production interruption and resultant down time. Where JTPco. determines that cancellation is not cost effective, the buyer will be charged the full price of the order as quoted.

5. Limit on Liability:
(a) JTPCo. shall not be liable for any loss, damage or cost of the Customer incurred as a result of non-performance or delay in performance that is due wholly or partly to fire, flood, any act of God, riot, act of war, terrorism, labour dispute or other cause beyond the reasonable control of JTPCo.

(b) JTPCo.’s liability shall be limited in all cases, whether founded in contract or otherwise, to the Customer’s actual direct damages, and JTPCo. shall not be liable for any prospective profit or for any special, indirect, punitive, exemplary, aggravated, consequential damages resulting from non-delivery, late delivery, use of, or inability of the Customer to use the Goods.

6. Remedies of JTPCo. upon Customer’s Default
(i) If payment on any Invoice is delayed by the Customer by more than 30 days from the date of the Invoice (hereinafter referred to as the “Customer Default”), JTPCo. reserves the right to exercise any or all of the following remedies:

a. stop work at any time with respect to any goods already ordered by the Customer pursuant to any Work Order, and bill the Customer for the selling price of hours and materials in process at such date, which price shall become due and payable upon the Customer Default;

b. complete the manufacture of goods or parts in order to put the goods into a saleable condition provided that so doing, in the reasonable commercial judgment of JTPCo., will not result in a material increase in the damages of JTPCo.,

c. withhold delivery of any goods not yet delivered;

d. terminate its obligation to supply further goods under any Work Order;

e. intercept any goods then in the course of shipment from JTPCo. to the Customer that are in the possession of a carrier and demand and receive the return of those goods;

f. sell or otherwise dispose of any goods completed under clause (b), withheld from delivery under clause (c) or intercepted and recovered by JTPCo. under clause (e) for such price and upon such terms and conditions as JTPCo. may reasonably consider appropriate, and the Customer shall be liable to JTPCo. for any deficiency between the proceeds realized on that sale or disposition, and the price payable to JTPCo. under any outstanding Invoice;

g. recover by action all damages arising from the Default; and

h. seek such other remedies as may be provided by law.

(ii) Where uncompleted goods or parts cannot, in JTPCo.’s reasonable commercial judgment, be completed except by materially increasing JTPCo.’s damages, JTPCo. shall cease the manufacture of the goods and shall sell or otherwise dispose of the goods or parts of goods then on hand for scrap or salvage at such price and upon such terms and conditions as JTPCo. reasonably considers appropriate, and then the Customer shall be liable to JTPCo. for any deficiency between the amount realized through that sale or disposition and the price payable by the Customer with respect to those goods.

(iii) Interest at 24% per annum, calculated monthly not in advance, will be charged on all overdue accounts. JTPCo. reserves the right, even after partial payment on account of any invoice from JTPCo., to require from the Customer satisfactory security for due performance of its obligations. Refusal to furnish such satisfactory security will entitle JTPCo. upon notice to the Customer, to the remedies hereinbefore set out in sub-paragraph (i).

7. Governing Law
These Terms and Conditions shall be interpreted in accordance with the laws of the State of California.