TERMS AND CONDITIONS
SELLER’S ACCEPTANCE OF BUYER’S ORDER IS EXPRESSLY CONDITIONED ON THESE TERMS AND CONDITIONS AND ALL TERMS STATED ON BOTH SIDES OF THIS FORM. BUYER’S ACCEPTANCE OF ANY PRODUCTS SUPPLIED BY SELLER, WITHOUT LIMITATION, CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS. BUYER HEREBY REPRESENTS AND WARRANTS TO SELLER THAT BUYER IS AT LEAST EIGHTEEN (18) YEARS OF AGE AND POSSESSES THE LEGAL RIGHT AND ABILITY TO ENTER INTO THIS AGREEMENT.
PRICES; TERMS: Seller’s terms to approved accounts are net 10th of the month following purchase. No cash discount permitted. Seller will not allow any additional shipments on a charge basis until Buyer’s account is paid according to Seller’s terms. Identification as a dealer or serviceman is required to from all Buyers. Possession of Seller’s catalog does not constitute the right to purchase from Seller.
All prices are subject to change without notice and all shipments will be invoiced at the price in effect at the time of shipment, except when otherwise agreed to in writing by the Seller; provided, however, Seller shall only accept minimum orders of $10.00. Any changes in prices are due to market conditions. In the event Buyer’s order does not amount to $10.00, Seller shall exercise its judgment and add an item that has universal use or application. Buyer may not deduct any item from Buyer’s monthly statement which Buyer anticipates will be returned or is in transit. A current credit memo in Buyer’s possession is the only deduction Buyer may make from the monthly statement.
Buyer agrees to pay for the products according to the Seller's payment terms. In the event Buyer fails to make any payment to Seller when due, Buyer's entire account(s) with Seller shall become immediately due and payable without notice or demand. All past due amounts are subject to service charges at the rate agreed upon by the parties, otherwise at the maximum contract rate permitted by law. Buyer does hereby grant Seller a purchase money security interest in the products until such time as Seller is fully paid. Buyer will assist Seller in taking the necessary action to perfect and protect Seller's security interest. No products furnished by the Seller shall become a fixture by reason of being attached to real estate. All sales are final.
In the event of collection enforcement, Buyer will be liable for any costs, including, without limitation, attorney's fees, court costs, and collection agency fees. BUYER IRREVOCABLY AND UNCONDITIONALLY AGREES NOT TO DEMAND A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR RELATING TO, THE PRODUCTS AND THESE TERMS AND CONDITIONS.
SHIPPING: Unless Buyer specifies in writing and Seller acknowledges in writing, (A) goods will be boxed or crated as Seller may deem proper for protection against normal handling and for domestic shipment, (B) routing and manner of shipment will be at Seller’s discretion, and may be insured at Buyer’s expense. An extra charge will be made for special handling. All shipments are F.O.B. Seller’s warehouse. Delivery of goods to the initial carrier will constitute delivery to Buyer and all goods will be shipped at Buyer’s risk. A claim for loss or damage in transit must be entered with the carrier and prosecuted by Buyer. Acceptance of material from a common carrier constitutes a waiver of any claims against us for delay, damage or loss.
INSPECTION AND ACCEPTANCE: Claims for damage, shortage or errors in shipping must be reported within one (1) day following delivery to Buyer. Buyer shall have seven (7) days from the date Buyer receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify Seller, in writing, of any defects, nonconformance or rejection of such products. All return notifications shall include the original invoice number and instruction. All applicable returns must be returned in its original packaging. After such seven (7) day period, Buyer shall be deemed to have irrevocably accepted the products, if not previously accepted. After such acceptance, Buyer shall have no right to reject the products for any reason or to revoke acceptance. Buyer hereby agrees that such seven (7) day period is a reasonable amount of time for such inspection and revocation. Buyer shall have no right to order any change or modification to any product previously ordered by Buyer or cancel any order without Seller's written consent and payment to Seller of all charges, expenses, commissions and reasonable profits owed to or incurred by Seller. Specially fabricated or ordered items may not be canceled or returned, and no refund will be made. The sole and exclusive remedy for merchandise alleged to be defective in workmanship or material will be the replacement of the merchandise subject to the manufacturer's inspection and warranty. Buyer shall be charged a twenty-five (25) percent restocking charge on parts returned for credit. Notwithstanding the foregoing, there will be NO refunds, credits or exchanges for electrical parts.
GOVERNING LAW: This transaction shall be governed in all respects by the laws of the State of Illinois (excluding choice of law provisions). All actions, regardless of form, arising out of or related to this transaction or the products sold hereunder must be brought against Seller within the applicable statutory period, but in no event more than THREE (3) MONTHS after the date of invoice.
WARRANTY: THE BUYER'S SOLE AND EXCLUSIVE WARRANTY, IF ANY, IS THAT PROVIDED BY THE PRODUCT'S MANUFACTURER. SELLER MAKES NO EXPRESSED OR IMPLIED WARRANTIES. SELLER HEREBY DISCLAIMS ALL EXPRESSED OR IMPLIED WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES, AND IN NO EVENT, WILL SELLER BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS, DAMAGE, COST OF REPAIRS OR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR LIQUIDATED DAMAGES OF ANY KIND, WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE OR REPAIR OF THE PRODUCTS SOLD BY SELLER. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES, AND IN NO EVENT, SHALL SELLER'S LIABILITY, IF ANY, EXCEED THE NET SALES PRICE OF THE DEFECTIVE PRODUCT(S); NO ADDITIONAL ALLOWANCE SHALL BE MADE FOR THE LABOR OR EXPENSE OF REPAIRING OR REPLACING DEFECTIVE PRODUCTS OR WORKMANSHIP OR DAMAGE RESULTING FROM THE SAME. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, ALL PRODUCTS AND/OR SERVICES PROVIDED BY SELLER AND ITS EMPLOYEES AND AGENTS ARE PROVIDED "AS IS," "WHERE IS," AND "WITH ALL FAULTS."
INDEMNIFICATION: Seller shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless Seller and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Buyer or of the information, designs, services or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, Seller, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.
SEVERABILITY: These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from.
NON-WAIVER: Seller's failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of Seller's rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by Seller.
ENTIRE AGREEMENT: This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by the Seller. All transactions shall be governed solely by the terms and conditions contained herein.
FOR YOUR CONVENIENCE: We suggest you use our order forms and upon request we will provide you with a supply. Every attempt will be made to ship your order the same day it is received. Based on our experience, transportation will be the most expedient method of delivery; however, we will attempt to comply with your request for specific routing. Occasionally, we will not be able to immediately supply an item from our stock. Therefore, please mark your order form if you do not want such items to be “back-ordered.” To avoid errors, always order by part number, description and make of appliance. If this information is not available, please send the sample part with the complete instructions. Original and genuine factory parts are stocked and supplied at manufacturers suggested resale price to dealers.