Terms and Conditions
Terms and Conditions of Sale
HOWARD SUPPLY COMPANY (SELLER)
Effective: June 1, 2003
All quotations and sales are F.O.B. point of shipment, unless otherwise expressly stipulated; all quotations and prices therein are subject to change without notice. Availability of items is subject to prior sales. Customer agrees to pay Seller for goods or services ordered based on prices quoted to Customer or based on prices in effect at time the goods or services are furnished, whichever is greater. Prices are exclusive of all federal, state or local taxes, unless otherwise noted. All sales tax or duty that Seller may be required to collect or pay will be added to the invoice to the Customer or they may be invoiced separately.
TERMS OF PAYMENT
Unless otherwise stated on the face of this invoice, Seller’s terms of payment are net thirty (30) days from the date of the invoice. Customer agrees that any past due amounts shall incur interest from the date due until date paid at the rate equal to the highest lawful rate permitted by the law of the State governing the transaction. Seller may charge and collect the maximum rate of interest permitted by applicable laws in effect. If any proceeding or suit is instituted against Customer to recover any past due amounts, then Seller is entitled to recover all of its costs and expenses related thereto, including its reasonable attorney’s fees.
DELIVERY, STORAGE, SHIPMENT, INSURANCE AND FREIGHT
Delivery dates from manufacturers are estimated and the number of hours or days to ship from one location to another is not guaranteed. If Customer is not able to accept the goods on the scheduled delivery date, Seller reserves the right to either cancel the order in full or store the goods at Customer’s expense. The method and route of shipment are at Seller’s discretion, unless the Customer supplies explicit instructions at the time of purchase. The Customer shall pay all costs for insurance and freight. Seller may ship the Customer’s order by separate shipments. Packing, crating, shipment to packers or to dock side, customs charges and all other costs relating to shipment, exportation and importation shall be at Customer’s expense.
TITLE AND RISK OF LOSS
Risk of loss for damage to the goods shall pass to the Customer F.O.B. original point of shipment, regardless of who pays shipping costs, or upon storage of the goods for the benefit of Customer; however, title to the goods shall remain with Seller until the Customer has fully paid for the goods.
Seller warrants that it has title to items of sale. There is no further warranty, expressed or implied, in connection with the design, sale, merchantability or use of the items of sales and/or services. The rights and remedies of buyer hereunder (i) are exclusive and in substitution for, and buyer hereby waives, all other warranties, guarantees, obligations, liabilities, rights and remedies, express or implied, arising by law or otherwise, including but not limited to the implied warranty of merchantability, any implied warranty arising from course of performance, course of dealing or usage of trade, any implied warranty of fitness and any obligation or liability of Seller arising from tort or for loss of use, revenue or profit, or for incidental or consequential damages and (ii) shall not be modified except by a written agreement, date even herewith or subsequent hereto, signed on behalf of buyer and Seller by their respective duly authorized representatives.
LIMITATION OF LIABILITY
Notwithstanding anything herein or otherwise to the contrary, express or implied, Seller’s liability for any claim or action of any kind arising out of, in connection with or resulting from the manufacture, sale, delivery, resale, use or repair of goods or work furnished by Seller shall not exceed Seller’s price for the good, component part thereof or work which gives rise to such claim or action; and, Seller shall in no event be liable for special, indirect, punitive, incidental or consequential damages or contingent liabilities arising out of any order covered hereby or the failure of any goods to operate properly, including any damages occasioned by delay, lost business opportunity or lost profits or otherwise. Customer assumes all liability for any loss, damage or injury to persons or property arising out of, connected with or resulting from the possession, use or application of such goods, either alone or in combination with other goods.
- CUSTOMER AGREES TO PROTECT, INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER FROM AND AGAINST ANY CLAIMS, DEMANDS, LIENS, DAMAGES, CAUSES OF ACTION, JUDGMENTS, LOSSES AND LIABILITIES OF ANY NATURE WHATSOEVER ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH OR IN THE COURSE OF OR INCIDENTAL TO (i) CUSTOMER’S USE OR APPLICATION OF OR OPERATIONS WITH THE GOODS, REGARDLESS OF CAUSE OR OF THE SOLE, CONCURRENT OR CONTRIBUTING FAULT OR NEGLIGENCE OF SELLER OR ITS EMPLOYEES OR AGENTS; AND/OR (ii) ANY BREACH OF OR FAILURE TO COMPLY BY SELLER WITH ANY OF THESE CONDITIONS.
- CUSTOMER AGREES TO PROTECT, INDEMNIFY, HOLD HARMLESS AND DEFEND SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, LOSSES, DAMAGES AND LIABILITIES FOR INJURY TO OR DEATH OF CUSTOMER, CUSTOMER’S AGENTS OR EMPLOYEES OR ANY EMPLOYEE OR AGENT OF ANY CO-VENTURER, CONTRACTOR, SUBCONTRACTOR OR SUPPLIER OR PERSON AT CUSTOMER’S WORK LOCATION ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH OR IN THE COURSE OF OR INCIDENTAL TO ANY OF CUSTOMER’S USE OR APPLICATION OF OR OPERATIONS WITH THE GOODS, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF SELLER OR ITS EMPLOYEES OR AGENTS, WHICH INDEMNITY OBLIGATION RESPECTING CUSTOMER’S EMPLOYEES OR AGENTS OR ITS SUBCONTRACTOR’S EMPLOYEES OR AGENTS SHALL BE SUPPORTED BY $500,000 OF LIABILITY INSURANCE TO BE FURNISHED BY CUSTOMER.
RETURNS, CANCELLATIONS AND CLAIMS
No goods may be returned, credited or replaced, unless prior to the return arrangements for such return have been made and approved by Seller. In the event that Seller should so approve a return of goods, Seller may apply a restocking charge. Material purchased from Seller and shipped direct from third-party vendors, will be subject to third-party vendor’s return policy including freight, fees and other costs relating to such return. Orders for goods or parts of special design, size or materials are not subject to cancellation or return. Goods that are carried in Seller’s normal inventory may be returned for credit only if in Seller’s sole judgment, they are unused and in resaleable condition. Claims for shortages, or deductions for erroneous charges, must have Seller’s prior written approval and must be presented within thirty (30) days of receipt of goods by Customer or its representatives. Claims for damage must be made to Seller’s driver or delivering carrier at the time of receipt. Report all damages and/or shortages to the motor carrier immediately and advise Seller within ten (10) days of receipt. Claims for damage and/or shortage on UPS shipments should be promptly reported to the Seller’s shipping warehouse. Merchandise returned by the customer must be returned to the Howard Supply Location that invoiced the sale.
Any legal action pertaining to these conditions and/or goods or work furnished by Seller must be brought in the courts of the State governing the transaction, and Customer further consents to the jurisdiction of the courts of the State governing the transaction relating to any such action. These conditions shall be governed by and construed in accordance with the laws of the State governing the transaction. Should any provision hereof be held invalid or illegal, such holding shall not affect the validity of the remaining provisions, failure to enforce any or all of these provisions in a particular instance shall not act as a waiver of same. No conditions, other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify or negate these conditions, whether contained in Customer’s order form or in any other of Customer’s forms or elsewhere, shall be binding on Seller unless agreed to in writing and executed by an officer of Seller. No agent, employee, or representative of Seller is authorized to alter any of these conditions or to agree to any conditions or other provisions whatsoever outside those stated herein.
Material purchased from Seller is quoted and sold based on pick up by the Customer at the Seller’s location or by delivery on Seller’s vehicle to the Customer’s location, if the Customer’s location is within the Seller’s normal and customary delivery area. This policy is subject to change and may be amended on a per order basis depending on destination, commodity, time limitation, and equipment availability.
TERMS OF ACCESS
Access to this web site is limited to active customers of Seller. Seller has the right to deny, restrict, and limit the use of this site to all viewers. Access to this web site is provided exclusively for legitimate business purposes with Seller. Any attempt to access other areas of Seller’s computer system or other information contained within the computer system for any purpose is strictly prohibited. You may not use any catalog content, pictures, graphics, or other information contained on this web site for any purpose other than the legitimate purpose of purchasing material or services from Seller.
All information provided on this Web site is subject to change without notice. Seller has taken extensive efforts to make our web site content as accurate as possible, however the potential for errors in information from our manufacturers and the storage and transmission of this information on our web site does not warrant the accuracy of information. All information, catalog content, pictures, and graphics posted on this site are “as is” and without warranties express or implied. Seller disclaims all warranties including the implied warranty of merchantability and fitness of products listed on this site for a particular purpose. Seller does not warrant that any or all functions contained on this site will not be interrupted or error-free, or that the errors will be corrected, or that the system is free of computer viruses or other harmful items. Seller does not warrant or represent the use of the materials on this site in terms of their correctness, accuracy, reliability, or otherwise. The buyer will not consider the electronic description of items as the final or complete description of the material. The purchaser of the products listed in this web site is responsible for the ultimate verification of description based on the physical markings, tags, stenciling, and or labels on the actual product.
This Web site may contain third-party trademarks and service marks. All marks are the property of their respective companies. All rights in the intellectual property contained in this Web site including copyright, trademarks, trade secret and patent rights are reserved. Access to this web site does not constitute a right to copy or use any of the intellectual property of the owned by Seller or the third-party companies.
All material contained on this web site is subject to ownership rights of Seller. Seller authorizes the registered user the right to copy or print published web pages on this site solely for the purpose of transacting business with Seller. Seller authorizes no other use of the copied or printed web site information. Seller shall retain all copyright and proprietary ownership of copied or printed web site pages. No other permission is granted to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on this web site.
TERMS OF REGISTRATION
By agreeing to these terms of registration, you are indicating your acceptance of the above Terms and Conditions of Sale. The aggregate forms, sales tickets, shopping carts, invoices, web sites, catalogs, terms and conditions of sale are incorporated herein by reference, and constitute the entire and exclusive agreement between the Seller and the Customer. The login identification and password provided by Seller for use of purchasing items or services on the web site, will only be used by the sole individual person agreeing to this registration. By accepting the terms of registration, you acknowledge and agree that it is your responsibility to protect the privacy and distribution of your login identification and password associated with access to the Seller’s web site. You also certify, represent, and warrant that all purchases made by employees or agents of your company utilizing your login identification and password are authorized to purchase on behalf of your company. All liability relating to the login identification and password management resides with you and your company and the Seller shall not be liable for any monetary damages that result from the use of this web site. You acknowledge that your purchasing rights and privileges may be modified at any time upon notice from the Seller.