All Terms and Conditions herein are explicitly referenced by Seller’s invoices, packing slips, and other transactional documents/contracts. All Terms and Conditions herein, in addition to, and incorporated by, Seller’s, forms; acknowledgments; quotations; invoices; and extensions of credit constitute a complete, binding, and exclusive contract. All oral understandings merge into this contract. Buyer has certified that he/she has read the Terms and Conditions herein and agrees that they constitute a complete, binding, and exclusive agreement. Seller’s acceptance of any order is conditioned on Buyer’s assent to all of the terms and conditions set forth herein. Buyer’s assent to these terms and conditions shall be deemed manifested by Buyer’s acceptance of all or any part of the Goods/Materials ordered or purchased. No additions, modifications, or alteration of any kind, of these terms and conditions by Buyer shall be binding upon Seller, unless agreed to in a signed writing, by an authorized representative of Seller. If a purchase order or other correspondence submitted by Buyer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in any of Seller’s forms, Seller’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Buyer, and will not constitute a waiver by Seller of any of the terms and conditions contained herein or on any of Seller’s forms.
Prices quoted or otherwise communicated are in U.S. Dollars, and do not include handling fees, freight, taxes, or duties, and are subject to change or correction without notice. Certain products are “market sensitive,” or commodities, and as such, will be priced according to current market conditions. Buyer should contact Seller for current pricing. Special orders and/or export orders may be subject to other special pricing. Seller reserves the right to accept or reject any order.
All payments must be made in U.S. Dollars. Buyer agrees to assume responsibility for, and Buyer hereby unconditionally guarantees payment of, as provided herein, all purchases made by Buyer, its subsidiaries and affiliates. Each of Buyer’s subsidiaries and affiliates purchasing from Seller are jointly and severally liable for purchases with Buyer, and Buyer is also acting as agent for such subsidiaries and affiliates.
Buyer is solely responsible for payment of all required state and local taxes, or in the alternative, for providing a valid sales tax exemption certificate.
An interest rate of 1.5% per month, which is the equivalent of 18% per year, will be charged on balances remaining unpaid 30 days after the date of invoice
Should it become necessary to pursue collection procedures of any outstanding sums, through litigation or otherwise, Seller shall seek reasonable attorneys’ fees from Buyer in addition to any other reasonable costs incurred.
Buyer certifies that he/she has checked and approved the contents of their purchase, and affirms that Buyer has received all materials in good order. All items are sold “As Is, Where Is”.
An authorized representative of Buyer is receiving any goods delivered. It is represented by Buyer that the products/materials herein are being used & installed at the job site reflected on the invoice or other purchase form, or properly recorded on a job record, in order to protect Seller’s lien rights.
All order cancellations must be approved by Seller, and may be denied by Seller, and may be subject to fees or other charges.
All purchases are “Ex-Works” origin. Seller charges a shipping and handling fee, (which includes internal handling and related costs), on each order, in its discretion, which may be applied at, or later than, the time of the order and may be reflected on Buyer’s invoice. Receipts for shipping and handling charges may not be furnished. From time to time, Seller may, in its discretion, cover shipping and handling costs for standard ground delivery. Further terms and conditions may apply for shipments other than standard ground delivery ("Other Freight Services"), including, without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Customer must pay any charges incurred for Other Freight Services. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.
Seller shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, or any circumstance or cause beyond the reasonable control of Seller in the conduct of its business, including but not limited to, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), “acts of God,” governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, floods, hurricanes, tornados, other severe weather conditions, inability to procure or ship products or obtain permits and licenses, inability to procure supplies or raw materials, or any other catastrophic or unanticipated events.
The Goods/Materials purchased are sold “as is,” and other than the implied warranty of title under article 2 of the Uniform Commercial Code, or otherwise required by State law, SELLER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Goods and that no such statements or representations have been made. Buyer acknowledges that it has relied solely on its own investigations, examinations, and inspections as the Buyer has chosen to make, and