All Brand FGI Price List — 2011
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Standard Conditions

1. PRECEDENCE.

All agreements, contracts, and purchase orders for products marketed or sold by Seller (“Product(s)”) shall include and incorporate the terms and conditions contained in these Standard Terms and Conditions of Sales (“SCS”), and the SCS shall supersede and take precedence over any conflicting or additional terms and conditions in any previous agreement, contract, or purchase order. Seller reserves the right to amend these SCS at any time. Purchaser agrees to the terms of the SCS by submitting a purchase request or order to Seller and/or accepting delivery of Product(s) from Seller.Acceptance by Seller of Purchaser’s purchase request or order is expressly limited to all of the terms and conditions of these SCS. Any purchase order, confirmation memorandum, payment memorandum or other writing submitted by Purchaser will not be deemed to vary or add to the terms of these SCS.

2. ACCEPTANCE OF ORDERS.

All purchase orders, whether solicited or unsolicited, are subject to acceptance, in whole and in part, upon receipt by Seller and Seller reserves the right to reject and/or not to accept any order, in whole or in part, without incurring any liability for any such rejection.Should any part of an order be rejected or not accepted by Seller, Seller reserves the right to ship the remainder under the terms of these SCS, and, if shipped, Purchaser agrees to accept the delivery and pay for all Product(s) included in the portion of the order accepted by Seller. Seller shall not be liable for failing to make prompt delivery when such failure is due to circumstances, causes, and/or contingencies beyond Seller’s control, including, but not limited to, acts of God, fire, explosion, flood, war (declared and undeclared), acts of any government, accident, equipment failure, labor trouble or shortage, inability to obtain material, equipment, or transportation. Quantities so affected may be eliminated by Seller from any order without liability. The remainder of any order shall otherwise remain unaffected. Seller reserves the right to discontinue product lines and to make changes to Product(s) offered at any time, with or without notice, and will be under no liability for any such discontinuance or change.

3. APPORTIONMENT.

If for any reason Seller is unable to supply the total demand for any Product(s), Seller may distribute its available supply among any and all of its customers, as well as departments, divisions subsidiary and affiliates of Seller, on such basis as it may deem appropriate, without liability for any failure of performance which may result therefrom.

4. GOVERNMENT ACTION.

If any government action should place limitations on the price or any other material terms of this SCS such that it would be illegal or against public policy for Seller to charge such prices or perform such prohibited term, then Seller shall have the option(1) to continue to perform subject to such adjustments in prices and/or terms as Seller deems necessary to comply with such government action, (2) to revise the pricing and SCS terms in order to most nearly accomplish the original intent of the SCS, or (3) to terminate performance of the affected portions of the SCS without any liability for any damage, with all unaffected portions of the SCS to remain in full force and effect.

5. PRICES.

Seller’s selling prices for Product(s) are described in Seller’s current Price Lists and supersede all prices previously in effect or previously quoted. All orders on file and all orders accepted by Seller shall be subject to prices in effect on date of shipment unless otherwise agreed in writing by the parties. U.S. Federal Excise Tax is included where applicable. Prices are subject to change at any time without notice. All resale prices set forth in Seller’s Price List are suggested prices only. Purchaser shall reimburse Seller for all taxes, excise or other charges, if any, which Seller may be required to pay to any government (foreign, national, state, or local) upon the sale or transportation of the Product(s) sold to the Purchaser.

6. BACKORDERS.

Seller will attempt to ship all Product(s) orders on the requested shipping dates and will create a backorder for any unshipped balance unless specifically indicated on the original purchase order that backorders are unacceptable. Seller will continue to ship against the open balance of an order unless a written or electronic cancellation request is received ten (10) days prior to shipment. If Purchaser provides a cancellation date in the original purchase order, Seller will continue to ship against the open balance of the order up to the Purchaser’s cancellation date. Purchaser shall not deduct a late charge for back order shipments. All backorders for firearms with the exception of Custom Shop, Spring Guns, Law Enforcement, Military and Export orders will be cancelled on November 30th of each calendar year. All backorders for all other Product(s) will be cancelled on December 31st of each calendar year.

7. CANCELLATIONS.

Purchaser may cancel an order or backorder if the Customer Service Representative receives the cancellation request ten (10) days prior to shipment. Purchaser may not cancel or alter an order or backorder less than ten (10) days before shipment. If Seller agrees, at its discretion, to accept a cancellation nine (9) days or less from the shipment date, Purchaser agrees to pay a restocking charge of 15% of the invoice amount. Orders for custom Product(s) or specifically manufactured Products (“Special Products”) are subject to special quotation, and may not be canceled after acceptance of the order by Seller unless Seller consents to the cancellation in writing.
Cancellation of orders or backorders must be made in writing by letter to:

To Seller:
The Marlin Firearms Company
c/o Remington Arms Company, Inc.
Attn: Customer Service
PO Box 700
870 Remington Drive
Madison, North Carolina 27025-0700
Fax: 336-548-8736

8. PACKAGING AND MARKINGS.

All orders will be shipped in standard packaging and at standard pack levels. Seller reserves the right to revise order quantities to standard pack levels. Orders calling for any special packaging or special marking may be, at Seller’s option, subject to additional service charges. All Product(s) labeling, literature and instructions on or packed with, or associated with any Product(s) must be passed on by Purchaser to its customer.

9. FREIGHT.

Product(s) are shipped F.O.B. Seller’s factory or warehouse. Title and risk of loss passes to Purchaser at point of shipment for all shipments unless expressly agreed to otherwise by Seller in writing. Freight charges are prepaid to Purchaser’s shipping address to points in the United States. Seller retains the right to make and route shipments in the most practical and safe manner as determined in its sole discretion regardless of any special routing instructions listed on any purchase orders. Special routing or rapid delivery requests will be prepaid with charges added to the invoice. Seller will make every reasonable effort to meet requested delivery dates and to instruct carriers to schedule delivery as requested on purchase orders. However, legal detention, redelivery, and reconsignment charges, or the like, assessed by any carrier will be the responsibility of the Purchaser. Shipments to destinations other than authorized shipping locations (drop shipments), when expressly allowed in writing or as established on the electronic purchase order, are subject to a 5% service charge. State Tax Exemption Certificates must be provided for any alternate shipping destination.

10. SHORTAGE, DAMAGE AND NON-DELIVERY CLAIMS.

Shipments involving shortages, damage, non-delivery, or concealed shortages are the responsibility of the Purchaser or consignee, and claims must be filed directly with the delivering carrier. Purchaser is responsible for promptly and carefully inspecting all shipments to ensure proper receipt. Inspection includes verification of total number of cartons, exterior condition and agreement with packing lists. If Purchaser finds any sign of damage or discrepancy upon receipt and inspection, Purchaser must note the discrepancy on all copies of the carrier’s delivery receipt. Seller will not be responsible for any loss, damage or pilferage occurring after shipment. When such loss, damages, or pilferage does occur, Purchaser must file its claim with the carrier. Purchaser must notify Seller in writing or electronically within sixty (60) days of date of invoice of any Product(s) irregularities or dissatisfaction of any kind including quantities shipped.Failure to provide this written notice will constitute complete acceptance by Purchaser of the Product(s) order as shipped and invoiced, and will constitute a waiver of all claims with respect to such Product(s). Any claim for damages against Seller of any kind pursuant to or in connection with this agreement, any purchase order or the Product(s), in any manner, whether based on negligence, contract or any other cause of action, shall be limited in damages and recovery to an amount not to exceed the purchase price of the Product(s). Purchaser’s short payment of invoices or use of a credit deduction for any transportation claim or shortages are expressly prohibited.

11. RETURNED PRODUCT(S).

Seller’s Customer Service Department must approve in advance the return of any Product(s). Purchaser may not return any Product(s) under this provision without first receiving and then using a Return Goods Authorization number (RGA) and Product(s) mailing labels as provided by Seller. When requesting authorization, Purchaser must provide the reason for the return and the invoice number. Unauthorized returns will be refused and returned at Purchaser’s expense. Return of discontinued or close-out merchandise/ Product(s) will not be accepted under any circumstances. Seller will inspect returned Product(s) and may charge Purchaser for any missing parts or damage. If the Product(s) return is due to Purchaser’s error, the credit invoice may be subject to a 15% restocking charge. Under these circumstances, Purchaser must return the Product(s) freight prepaid. Collect shipments may be refused at Seller’s sole option. Once all documentation is complete, Seller will credit Purchaser’s account within thirty (30) days of receipt of the authorized return. Seller will base any credit to Purchaser’s account on the original purchase price including applicable discounts. Seller may separately invoice restocking charges, if any, at Seller’s option. Seller’s short payment of an invoice or use of a credit deduction in anticipation of a credit invoice are expressly prohibited.

12. WARRANTIES.

Seller warrants title to Product(s) sold hereunder and that such Product(s) are of merchantable quality. Seller warrants that the use or sale of the Product(s) will not infringe upon any United States patent covering the Product(s) themselves; but Seller does not warrant against infringement by reason of the use of Product(s) in combination with other Product(s) or in the operation of any process or after transformation or modification by Purchaser. ANY LIABILITY OF SELLER UNDER THIS WARRANTY SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCT(S). UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER. EXCEPT AS OTHERWISE EXPRESSED IN WRITING, SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER.ANY IMPLIED WARRANTY OF MERCHANTABILITY WHICH EXCEEDS THIS WARRANTY IS HEREBY DISCLAIMED AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WHICH EXCEEDS THIS WARRANTY CLAUSE IS HEREBY DISCLAIMED. Seller specifically reserves the right to inspect all Product(s) alleged to be defective for evidence of misuse or abuse, and to determine whether, in Seller’s sole determination, a repair or replacement of any such Product(s) is due. All warranties under this provision are limited to Purchaser only and are unassignable, and shall not extend or apply to any third party.

13. PAYMENT TERMS.

All payment terms and cash discounts including anticipation discounts, are listed on the issued invoice for each shipment of Product(s) and discounts are based solely on invoice and payment dates. Payment date is the date payment is received by Seller’s bank, or, if payment by electronic funds transfer, the settlement date at Seller’s bank.Payment of invoices is required by due date; however, any invoice subject to anticipation dating terms may be paid early subject to the discount schedule set forth with the applicable sales program. To ensure proper payment application against open balances, a remittance advice, including customer account number, invoice number and date must be sent to the address noted on the invoice. Invoices not paid by due date are subject to a late payment service charge and may jeopardize Purchaser’s qualification for any sales program incentives, including but not limited to discounts, allowances and favorable pricing. Late Payment Service Charge shall be at a rate of 1.5% per month or 18% per annum or legal maximum if less. Accounts must be paid promptly when due. Any past due invoice will automatically make all outstanding amounts due and payable immediately regardless of payment terms or due date, and Seller may demand payment of the entire account. In addition, Seller may demand that the Purchaser recognize all past due amounts via an interest-bearing note secured by collateral deemed appropriate by Seller. All costs to affect such security, including UCC-1 filings, shall be paid by the Purchaser. Subsequent orders may not be shipped until the account is current. In the event Purchaser fails to fulfill Seller’s terms of payment or in the case Seller shall have any doubt at any time as to Purchaser’s financial responsibility, Seller may decline to make any further deliveries to Purchaser. In the event of any change in ownership, including but not limited to sale, transfer, merger or ceasing of operations, all outstanding invoices, regardless of terms of sale or payment date, shall become due and payable immediately. Any deviation from this provision will be at the sole discretion of Seller and must be agreed to by Seller in writing. Any invoice dispute must be submitted to Seller in writing within thirty (30) days of the invoice date. Disputes will be reviewed provided Purchaser provides documentation including invoice numbers, dates and reasons for the dispute. Resolution of invoice disputes will be provided by Seller within thirty (30) days after receipt of written documentation and after verification will be credited to Purchaser’s account if invoice disputes are found to be correct. If not correct, Seller may request additional documentation. Purchaser may not deduct any amount from invoice payment because of an invoice dispute or in lieu of reimbursement for any discount, allowance, co-op advertising and/or credit adjustment. Purchaser’s short payment of an invoice or use of a credit deduction in anticipation of a transportation claim or shortage, credit invoice, or coop advertising credit are expressly prohibited.

14. EXPORTS PROHIBITED.

Seller’s International Division has distribution systems in place for Product(s) in most foreign countries. Purchaser may not export Product(s) or sell Products to any customer who Purchaser knows will export Product(s) outside of the United States.

15. CONFORMITY WITH LAWS AND REGULATIONS.

Purchaser of Product(s) agrees to comply with all applicable Federal, State and Local laws, regulations and ordinances concerning the purchase, possession, storage, transportation and resale of all Product(s). Purchaser specifically agrees to furnish Seller with a signed, certified copy of the Federal Firearms License applicable to the destination or destinations for multi-locations before Seller will ship any firearms. Purchaser also agrees to furnish a new, signed copy of the Federal Firearms License when it is renewed. If at any time, and for any reason, a Federal Firearms License is revoked or is allowed to expire without timely renewal, the Purchaser specifically agrees to notify Seller immediately. Seller will suspend all shipments to the Purchaser until the signed copy of the renewed license is received by Seller. Seller reserves the right to terminate all orders and agreements with any Purchaser who fails to provide a signed copy of a Federal Firearms License or whose Federal Firearms License is revoked by the United States Government. Purchaser agrees to furnish Seller with a certified copy of a Tax Exemption Certificate. If Seller does not have a certified Tax Exemption Certificate on file, applicable sales tax will be applied to all accepted purchase orders and added to all invoices. Purchaser may not deduct any amount from invoice payment because of a sales tax dispute or in lieu of reimbursement for any sales tax, allowance, and/or credit adjustment.

16. CHOICE OF LAW.

Any controversy or claim arising or relating to these Standard Terms and Conditions of Sale, or to any agreements, contracts, or purchase orders in which these Standard Terms and Conditions of Sale are included and made a part, or any breach thereof, shall be governed by the laws of the State of Seller’s location. In addition to Seller’s Remedies provided herein, all of Seller’s remedies under the Uniform Commercial Code are specifically incorporated in these SCS. Seller and Purchaser agree that the United Nations Convention on the International Sale of Goods does not apply to this SCS or the Product(s) sold hereunder.

17. PURCHASER OBLIGATIONS AND RESPONSIBILITIES.

Purchaser agrees to pay all accounts when due, and acknowledges that Seller may refrain from accepting or shipping additional orders until all accounts are paid in full when due. Purchaser agrees to indemnify, reimburse and hold harmless Seller from any and all attorney fees and costs incurred by Seller as the result of Purchaser’s breach of any obligation or provision under this agreement. Purchaser agrees and covenants to provide to Seller reasonable supporting financial information, as requested, sufficient to demonstrate Purchaser’s ability to pay the purchase price for the purchased Product(s). Such financial information may include, but is not limited to, complete financial statements, bank and trade references, insurance certificates, personal guarantees and standby letters of credit. Purchaser agrees to furnish updated financial information to Seller upon request. Purchaser authorizes Seller to receive supporting information form third parties and to discuss Purchaser’s financial condition with third parties to verify the provided information.

18. NON-INTERFERENCE.

Purchaser agrees that it will not, without the prior written consent of Seller, directly or indirectly solicit any employee of Seller or induce any employee to leave Seller’s employment for a period of one (1) year after the most recent date Seller accepts a purchase request or order from Purchaser.

19. RELATIONSHIP OF PARTIES.

Purchaser acknowledges itself to be independent of Seller for all intents and purposes, that neither Purchaser nor its employees are employees or agents of Seller for any purpose whatsoever, and that it has no right or authority to make any representations or to assume or create any obligation of any kind, expressed or implied, on behalf of Seller or make any warranty concerning the Product(s).

20. MUTUAL RELEASE.

Seller and Purchaser expressly acknowledge that, on the date of a particular order neither has any claim, known or unknown, for damages, reimbursement of expenses, breach of contract nor any claim of any nature whatsoever against the other (except possible: (i) claims by Seller for Product(s) purchased by Purchaser and not yet paid for by Purchaser, (ii) claims by Seller for patent, trademark, trade name or intellectual property infringement; or, (iii) claims by third parties for personal injury and/or property damage in a products liability action for which Purchaser may seek indemnification from Seller. In consideration of each of Seller and Purchaser entering into this SCS, each hereby fully and forever releases and discharges the other from any and all such claims, except as specifically stated in the parenthetical above.

21. ORDERING PROCEDURES.

All purchase orders should clearly indicate the below ordering information (failure to provide all of this information could delay receipt of Product(s)): (i) Customer/Purchaser Account number, (ii) Bill to (name and mailing address), (iii) Sold to (name and mailing address), (iv) Ship to (name and shipping address), (v) Name of buyer and phone number for contact, (vi) Purchaser’s order number and date, (vii) Requested delivery date, (viii) Backorder policy (allowed or not), (ix) Cancellation Date, (x) Program you are buying under (expected discount and terms), (xi) Seller Product(s) order number or material number, (xii) Seller Product(s) description (and color if applicable), (xiv) Quantity; and, (xv) Unit of Measure.

Mail to:
The Marlin Firearms Company
c/o Remington Arms Company, Inc.
Attn: Customer Service
PO Box 700
870 Remington Drive
Madison, North Carolina 27025-0700
Fax: 336-548-8736

Or, if by electronic data interchange, send to Seller electronic mail box identification number.

22. REPAIR SERVICE.

Warranty Repair Services for The Marlin Firearms Company should be directed to: The Marlin Firearms Company

Attn: Arm Services
14 Hoefler Avenue
Ilion, NY 13357
For more detailed information regarding the return of repair firearms, visit the
Customer Support Section of Sellers website at www.marlinfirearms.com or call
800-544-8892.
Seller Product(s) Service:
• Firearms: Ilion, NY - Telephone: 800-544-8892
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