Terms of Sale
ELECTRICAL WHOLESALE SUPPLY CO., INC.
TERMS & CONDITIONS OF SALE
- Delivery of goods and supplies at the Seller’s place of business or by the Seller’s employees shall constitute delivery to the Buyer. When delivery is made to a common carrier at any of Seller’s facilities or other shipping point, such delivery shall constitute delivery to the Buyer, and regardless of freight payment, title and all risk of loss or damage in transit shall pass to the Buyer at that time.
- Acceptance of Orders, Modifications and Cancellations. No order for goods or supplies shall be binding upon the Seller until accepted by Seller. Such acceptance occurs by Sellers signing of a Purchase Acknowledgment Form or by shipment. Any such order shall be subject to these standard conditions of sale. Acceptance is conditioned on assent to these conditions; which assent shall be deemed given unless Buyer shall expressly notify the Seller to the contrary before delivery or other performance by the Seller on such order. Failure of the Seller to object to conditions combined in any purchase order from a Buyer shall not be construed as a waiver of these conditions of sale, nor an acceptance of any such other provisions. No order may be altered or modified from these terms and conditions by Buyer unless agreed to in writing and signed by a Corporate Officer of the Seller.
- Prevailing prices are subject to change without notice. In the event of a price change, material on order but unshipped, shall be adjusted to the price in effect at time of shipment unless provisions to the contrary are agreed to in writing and signed by a Corporate Officer of the Seller.
- Payment Terms. . All invoices are due in full (net) on the last day of the month following the date of the invoice. When the date of the invoice is the 25th through the last day of the month, then an additional month for payment in full is given. A finance charge of 1.75% per month, which is an annual percentage rate of 21%, is charged on all invoices not paid by the due date, and similarly for each month thereafter until the invoice is paid. Invoices will be issued and are payable as shipments are made, including partial shipments. In the event that Buyer is ever more than sixty (60) days past due on any obligation owing to Seller, Buyer shall not be allowed to purchase goods with credit, until suitable and acceptable arrangements are made.
- Cash Discounts. Seller offers a cash discount for the early payment of credit invoices. The amount of cash discount varies from product to product. Each invoice will indicate the amount of cash discount, if any, applicable to the merchandise shipped on that invoice. Buyer earns that discount only if payment is made on or before the 10th of the month following the date of the invoice to the Buyer. Seller reserves the right to negotiate with its customers separately on the amount of cash discount offered based on lawful business purposes. No separately negotiated cash discount is allowed unless agreed to in writing and signed by a Corporate Officer of the Seller.
Credit Limit. Seller shall determine from time to time the limit of credit available to Buyer. Buyer’s credit with Seller is revocable by Seller, at any time. Seller may terminate or reduce the amount of credit available to Buyer, without the necessity of giving any further notice. Seller shall not be required to order, place for order, submit bids for building projects, perform on bids for building projects, or sell any goods to Buyer by extending credit exceeding the credit limit or in the event that Buyers credit with Seller is terminated, reduced, or suspended.
- Bidding of Projects. Buyer anticipates requesting from Seller certain bids, quotations, or bill of materials from time to time. Buyer further acknowledges that Seller will use its best efforts to provide a reasonable quantification of product required and the cost of such material. Buyer shall independently evaluate each such bid, quotation, or bill of material before Buyer relies upon such in any fashion. In the event that an error or omission occurs during the preparation or submission of the bid, quotation, or bill of material, Seller shall have a period of fifteen (15) days after being notified of the error or omission to correct the same. Any bid, quotation, or bill of material that Seller submits to Buyer shall represent Seller’s understanding of the materials required for a project. Seller shall not be responsible for actual needs if differing from any bid, quotation, or bill of material submitted. Unless otherwise expressly agreed to by Seller, the bid, quotation, or bill of material shall expire fifteen (15) days after the submission of the same. All costs incurred for the unloading of materials shall be the sole obligation of Buyer.
- Return of Goods. No goods or supplies may be returned to the Seller without first obtaining in writing a Return Goods Authorization. All returns not caused by error of the Seller may be subject to return charges stated on the Seller’s Return Goods Authorization.
- Except for direct manufacturer’s warranties to the Buyer, if applicable, and except for the Seller’s express warranty that the electrical supplies and apparatus will be as described and ordered, Seller makes no other express warranties with respect to the goods. It is expressly understood that no implied warranties are applicable to this agreement and that THIS SELLER DOES NOT WARRANT THAT SAID GOODS ARE OF MERCHANTABLE QUALITY OR THAT THEY CAN BE USED FOR ANY PARTICULAR PURPOSE. IT IS EXPRESSLY UNDERSTOOD
AND AGREED THAT SELLER SHALL IN NO CIRCUMSTANCES BE RESPONSIBLE FOR ANY INCIDENTAL AND/OR
CONSEQUENTIAL DAMAGES, regardless of whether or not Seller is aware of the needs when the order is placed or confirmed.
- Seller shall not incur any liability to Buyer for delay, non-performance or other defaults relating to the sales of any goods which are subject to this agreement which result from or are substantially contributed to, directly or indirectly, by strikes, lock-outs, fires, wars, floods, delays in carriers, government acts, delays and defaults of contractors and subcontractors of either party or any other circumstances beyond Seller’s direct or indirect control.
- Attorneys Fees. Buyers’ failure to comply with these terms and conditions will oblige buyer to pay all costs and expenses, including reasonable attorneys’ fees and legal costs and expenses, incurred in connection with enforcement or collection. Seller may employ and pay another to help with enforcement or collection, including an attorney. Buyer shall pay Seller those costs and expenses. Attorneys fees and costs shall be allowed for nonlitigation collection efforts, lawsuits, appeals, materialman liens, bankruptcy proceedings (and including efforts to modify or vacate any automatic stay or injunction), bankruptcy appeals, and any anticipated and actual post-judgment collection fees and costs. Buyer will also pay any court costs, recording costs, and any other costs of collecting any invoice(s). Buyer shall also pay all court costs and such additional fees as the court directs.
- Electronic Records. Seller uses and stores electronic records and electronic signatures. Buyer agrees to conduct business by electronic means, including legal effect or enforceability, recognition of electronic signature, and the delivery of information, statements, and invoices by electronic means.