Policies for IndustrialMartUSA
Any changes must be signed by both parties. Seller’s waiver of any performance will not constitute a waiver of any other performance. These conditions supersede any prior written or oral agreement, understanding, representation or promise, and any pre-printed or standard terms and conditions contained in Buyer’s request for quote, purchase order, invoice, order acknowledgement or similar document.
Buyer agrees to indemnify, hold harmless and defend the Protected Group, against any and all judgments, losses, damages, expenses, costs, including defense costs and legal fees, arising from any and all claims for liability arising or claimed to arise from any act or omission of Buyer or Seller in any way related to this order or products. To the extent the aforesaid obligation is prohibited by law, obligation will, but only to extent of such prohibition, be null and void. The remainder of Buyer’s indemnity obligations will remain in effect.
No suit or cause of action or other proceeding will be brought against either party more than one (1) year after accrual of the cause of action or one (1) year after the claim arises, whichever is shorter, whether known or unknown when the claim arises or whether based on tort, contract or any other theory. These terms will be governed by and construed in accordance with the laws of the State of Ohio (without giving effect to conflict of law rules) as to all matters. The parties irrevocably submit to the exclusive jurisdiction of the United States District Court for the state of Ohio.
Buyer may cancel this order only with the prior written consent of Seller. Buyer agrees to pay Seller a cancellation charge for any such cancelled order, which charge will be no less than 10% of purchase price.
Seller will not be liable for special, indirect, consequential, incidental or punitive damages of any kind (including but not limited to loss of use, revenue or profits, inventory or use charges, cost of capital or claims of customers) incurred by Buyer or a third party. Total liability of Seller, including its affiliates, officers, employees, agents, subcontractors, suppliers and representatives (the “Protected Group”) with respect to the order or a breach thereof, is capped at the order price of the specific product giving rise to the claim.
Quoted shipping dates are estimates only. Seller will meet quoted schedules or reflect current schedules upon order acknowledgement. Lead-time will be as mutually agreed to at the time of product release to manufacture and credit package approval by Seller. Seller will not be responsible for delay in deliveries due to any cause beyond Seller’s reasonable control, boycotts, floods, epidemics, quarantine restrictions, war, insurrection, terrorism, riot, civil or military authority, freight embargos, transportations shortages or delays, unusually severe weather or inability to obtain necessary labor, materials or manufacturing facilities due to such causes. In the event of a delay, the date of delivery will be extended for a length of time equal to the period of the delay.
Payment is due 100% upon purchase or net 30 days after invoice date (ONLY to pre-authorized Buyers). No retainage or portion of the amount due may be held for any reason. Payment is not contingent on payment from or approval of any third party. All orders and shipments are subject to credit approval. Waivers of lien will be provided upon request after full payment is received. If Buyer fails to pay Seller as specified herein, Buyer agrees to pay all collection costs, attorney fees and expenses incurred in collecting payment, including interest at the maximum charges incident to delivery or products. Quoted prices may increase if shipment is delayed beyond scheduled shipping date due to Buyer’s delay.
Unless otherwise noted, quoted price is F.O.B. shipping point. Buyer will pursue claims directly with carrier for products received that were damaged in transit. Each shipment will be accompanied by a packing list. Buyer will check shipment against packing list and report any shortages and discrepancies in writing to Seller within five (5) business days after receipt.
Buyer will comply with all applicable import and export control laws and/or regulations, including without limitation those of the U.S. and/or other jurisdictions from which products may be supplied or to which they may be shipped. Buyer will not use, transfer, release, import, export or re-export products in violation of such applicable laws and/or regulations. NO SHIPMENT SHALL BE AUTHORIZED NOR EXECUTED WITH KNOWLEDGE OF FINAL DESTINATION TO THE FOLLOWING COUNTRIES: Cuba, Iran, North Korea, Russia, Syria, Venezuela, or the Crimea region of Ukraine (including Sevastopol or Simferopol). SHIPPING TO THESE COUNTRIES IS STRICTLY PROHIBITED!
Quoted prices exclude sales, use or other taxes. Where applicable, all taxes will be billed to Buyer at time of shipment, unless Buyer provides proper exemption documentation before shipment is invoiced.
WARRANTY/LIMITATION OF LIABILITY/APPLICATION
Seller warrants the products to be free of defects in workmanship and material under normal use and service, and when used for the purpose and under the conditions for which they are intended, for a periof of 12 months from the date of shipment. If Seller determines (in its sole discretion) during the warranty periods that a product is non-conforming, then at its options, Seller will repair, replace or refund the unit purchase price of the products. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. This warranty is conditioned on Buyer’s agreement to provide written notice of the alleged defect prior to commencing any remedial work and in no event will the warranty include the cost of valve removal or reinstallation. Seller warrants equipment of other manufacturers only to the extent of the other manufacturer’s guarantee. Buyer is solely responsible for performing sufficient qualification testing and engineering to determine whether Seller’s product is suitable for use in Buyer’s application. Any statements made by Seller related to such determinations reflect Seller’s professional opinion and should not be relied upon by Buyer. Seller Shall not be responsible for ensuring its products meet any standards, codes, or federal or state regulations applicable to Buyer’s application.