Terms & Conditions
These terms and conditions of sale are the exclusive terms and conditions related to any order placed with or accepted from Seller. THE PLACEMENT OR ACCEPTANCE OF ANY ORDER INDICATES BUYER’S COMPLETE AND UNCONDITIONAL CONSENT TO AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. The formation of any contract and Buyer’s acceptance of any order is expressly conditioned on acceptance of all the terms and conditions of this agreement. Any additional, inconsistent, or differing terms or conditions proposed by the Buyer are hereby rejected by the Seller.
Prices, discounts, and terms are subject to change without notice. Prices are those in effect on date of shipment.
TERMS OF ACCOUNT
All billing and payments will be by invoice. Statements of account will be mailed near the end of each month. Invoices are mailed as soon as possible after delivery of goods. If the account remains unpaid beyond the due date specified by invoice, the buyer agrees to pay late charges of 1-1/2% per month unless other arrangements are made. Any account that becomes 60 days past due may be put on a cash basis unless otherwise provided in writing.
TIME OF SHIPMENT
Seller shall not be liable for any damage, loss, or injury as a result of any delay or failure to ship due to any cause beyond Seller’s reasonable control including, but not limited to, strikes, slowdowns, embargoes, riots, storms, fire, accidents, war, delay in transportation, or inability to obtain necessary labor, materials, or manufacturing facilities. Any such failure or delay by Seller due to one of the foregoing or other causes beyond Seller’s reasonable control shall not be considered as a breach of contract.
DELIVERY TERMS AND RISK OF LOSS
Delivery terms, unless otherwise expressly stated, shall be F.O.B. Seller’s place of business, or, in the event of direct shipment from Seller’s supplier, F.O.B. supplier’s place of business. Delivery to carrier at point of origin shall constitute delivery to Buyer, and thereafter the shipment shall be a Buyer’s risk. Claims for loss or damage to products in transit should be made to carrier and not to Seller. Seller’s deliver obligation shall be contingent upon Seller’s approval of Buyer’s credit at time of shipment.
ERRORS AND CLAIMS
Rejection of non-conforming products, and/or claims for errors in shipping, must be made by Buyer in writing within 30 days of receipt. Under no circumstances shall products be returned to Seller without Seller’s written permission. A claim that products are non-conforming shall not entitle Buyer to deduct any sum from any invoice unless such claim has been allowed in writing. Invoices shall be paid in full in accordance with the terms of sale and, in the event of subsequent allowance of any claim , Seller shall promptly issue a Credit Memo for purchases on account, or pay to Buyer the amount so allowed for cash purchases
RETURNED GOODS POLICY
Return of goods must be approved in advance by W.P. Law, Inc. management. All returned goods must be in the original packaging. in resaleable condition, and accompanied by the original invoice, packing list, or receipt. Returned goods may be subject to a 30% restocking charge, except special order items which will be subject to the terms of our supplier. Refunds will be in the form of a credit memo if originally purchased “on account”, or by cash if purchased with cash or by check if purchased by check (subject to clearance of original check).
QUOTATIONS OF MATERIAL ‘TAKEOFF’
In the event, Seller provides a quotation of a material list resulting from a ‘takeoff’ from drawings, or other plans, of irrigation, piping, pumping, or other systems, the list of materials is Seller’s best estimate of the materials required to complete the subject project. Material takeoff by Seller is a service provided to our customers but no guarantee is provided as to completeness and accuracy. The customer is responsible for checking these figures against their own takeoff.
REPAIRS BY SELLER
Under no circumstances shall products be sent to Seller without Seller’s written permission. Items received by Seller for inspection or repair should be in a clean and safe condition. Seller reserves the right to refuse to handle any items not received in such conditions. Any procedures performed by Seller to place the item in such condition will be billed to the Buyer. The Seller will provide to Buyer, usually in writing, an estimate of the materials and labor required to return the item to the condition specified by the Buyer; no additional costs will be incurred until approval is received from the Buyer. Should the Buyer not wish to have the work performed, Buyer must pick up the item, or pay for return, within 30 days, paying for charges, if any, for cleaning or inspections, or the item may be disposed of at Seller’s option. If, during the repair procedure, additional parts or labor are found to be required, the Buyer will again be quoted and authorization received before procedure proceed.
LIMITATIONS ON WARRANTIES
Seller warrants products manufactured by the Seller to be free from defects in material and workmanship for a period of one year from date of shipment. For products not manufactured by Seller, it extends to Buyer the warranties of the manufacturer only, without modification. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AND SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MECHANTABILITY OR FITNESSS FOR A PARTICULAR PURPOSE.
Any description of the products, whether made orally or in writing by Seller or Seller’s agents, specifications, models, bulletins, drawings, diagrams, or similar materials used in connection with Buyer’s order are for the sole purpose of identifying the products and shall not be construed as an express warranty. Any suggestions by Seller or Seller’s agents regarding use, application or suitability of the products shall not be construed as an express warranty unless confirmed to be such by Seller.
LIABILITIES AND CONSEQUENTIAL DAMAGES
Buyer agrees that if products are non-conforming, Buyer’s exclusive remedy shall be one of the following, at Seller’s option: a) repair or replacement of the non-conforming products, or b) repayment to Buyer of the purchase price. Standard FOB origin terms apply.
IN NO EVENT SHALL BUYER BE ENTITLED TO ANY CONSEQUENTIAL, INCIDENTAL, OR CONTINGENT DAMAGES OF ANY KIND, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHE THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SELLER,OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO.
All laws and regulations required to be incorporated in agreements of this character are incorporated herein by this reference. All orders, sales, and these terms and conditions shall be governed by and construed according to the laws of the state of South Carolina, excluding any choice of laws. Seller shall be entitled to recover reasonable attorney’s fees and expenses related to collection of any amounts owed in connection with products sold to Buyer or enforcement of these terms and conditions, whether or not a suit is filed.
Except as otherwise agreed in writing, these terms and conditions constitute the entire agreement between Seller and Buyer with respect to the subject matter hereof, and there are no other understandings, agreements or representations, express, or implied, which are not contained herein. These terms and conditions shall not be modified by any prior course of dealing or trade customer and usage.
All Purchase Orders are limited to the terms and conditions contained on the face and the reverse herein. Any additional or different terms proposed by Seller in any quotation, acknowledgement, or any other document are hereby deemed to be material alterations and notice of objection to them is hereby given. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions of the contract between the parties.
If any Order has been issued by Buyer in response to an offer and if any of the terms herein are additional to or different from any terms of such offer, then the issuance of this Order by Buyer shall constitute an acceptance of such offer subject to the express condition that Seller assent to such additional and different terms herein.
Purchase Orders consist of all terms contained on the face hereof, the specifications, documents and attachments referred to or attached hereto by Buyer together with the terms and conditions of purchase stated herein. This Order sets forth the entire agreement between the parties and is limited to the provisions contained herein. No amendments or modifications to its provisions will be binding upon Buyer unless in writing and signed by an authorized representative of Buyer’s Purchasing Department.
- The price(s) set forth on the face of Purchase Orders are firm, or if no price appears thereon, then no higher than the last price quoted or charged by Seller for the same goods or services. Unless otherwise provided herein, such prices include all costs for packing, insuring and transporting the goods ordered to Buyers facility, Buyer shall not be liable for any taxes or governmental charges or fees with respect to this Order other than those which Seller is required by law to collect from Buyer. All such taxes and fees shall be stated separately on Seller’s invoice.
- Seller agrees to extend to Buyer any price reductions necessary to give Buyer the benefit of the lowest and most favorable prices and terms offered or given by Seller to other purchasers of the goods and services described in this Order.
(A) TIME IS OF THE ESSENCE OF THIS ORDER. If delivery is not made at the time specified, Buyer reserves the right to cancel the entire Order or that part of the Order not timely delivered, and to purchase elsewhere and hold Seller liable for all costs and damages incurred by Buyer. Seller shall not make any material commitment or production arrangement in excess of the amounts, or in advance of the time necessary to meet Buyer’s delivery schedule for goods or services covered by this Order. Any excess commitments or arrangements shall be made at Seller’s own risk. Buyer shall not be liable for goods shipped in advance of or in excess of scheduled deliveries.
(B) Seller assumes all risk of loss and damage to the goods until delivery to Buyer at its facility specified on the face of this Order. The term FOB in this Order refers to transportation charges only.
INSPECTION AND ACCEPTANCE
All goods and services sold hereunder shall be subject to inspection and acceptance by Buyer after delivery notwithstanding any payment. After receipt of the goods or services, Buyer shall have a reasonable time (which time shall not be less than ninety (90) days) within which to inspect prior to Buyer’s acceptance thereof. Nonconforming goods shall be returned- freight collect, and Seller shall be debited for the inbound transportation cost plus handling and packing expense.
- Seller warrants title to the goods described on the face hereof and warrants further that all goods and services furnished: (i) will be in full conformance with the specifications, drawings, samples or other descriptions set forth or referred to on the face hereof; (ii) will perform as represented by Seller (even if such representations do not appear on the face hereof, notwithstanding the provisions of paragraph 2 hereof); (iii) will be new, merchantable and fit for the use intended by Buyer; (iv) will be free from defects in material, workmanship, manufacture and design (where design is Seller’s responsibility). Sellers warranty shall be effective for a period of time as set forth on the face of this Order. If no such period is stated, the warranty shall be effective for a period of one (1) year from the date of acceptance by Buyer. This warranty will run to Buyer, its customers and users of its products.
- In addition to other remedies available at law or in equity, Buyer may, at its option, return to Seller for full credit any goods which do not meet the warranties specified herein or require correction or replacement of such goods or services, all at Seller’s risk and expense. Packing and shipping shall be at Sellers cost.
Buyer may direct in writing changes to this Order. Equitable adjustments will be made in price or schedule where required. Any claims for adjustment shall be made by Seller in writing not later than thirty (30) days from the date of Seller’s receipt of any such direction from Buyer. Seller shall not be excused from proceeding with a change prior to negotiation of any adjustment.
Seller agrees to defend, indemnify and hold harmless Buyer and its employees, agents, distributors, dealers, affiliates, customers and users from all liabilities, obligations, costs and expenses (including attorneys’ fees and costs) incurred by Buyer as a result of all claims, demands, actions or judgments on account of personal injury or death, or damages to property arising out of or in connection with Seller’s performance of this Order. Seller shall carry and maintain insurance coverage satisfactory to Buyer to cover the above, and upon Buyers request, shall furnish Buyer with evidence of such insurance in a form satisfactory to Buyer. Such indemnity shall apply whether an indemnitee is claimed to be passively, concurrently or actively negligent and regardless whether liability without fault is imposed on one of the indemnitees.
TERMINATION FOR CONVENIENCE
- Buyer may terminate this Order, in whole or in part, at any time with or without cause, upon written notice to Seller. Upon receipt of such notice, Seller shall stop work immediately and terminate all orders and sub-contracts to the extent that they relate to the terminated work.
- There shall be no charges for terminating the Order with respect to standard goods. Any claim for termination charges for non-standard goods must be submitted to Buyer in writing within ten (10) days after receipt of the termination notice.
- Buyer’s sole responsibility to Seller shall be to pay the contract price for such goods as have been delivered as of the time such termination is effective and to reimburse to Seller its actual costs of materials and direct labor expended by Seller as of the termination date in reasonable anticipation of its fulfillment of this Order which are not recoverable by Seller, provided that no allowance shall be made to Seller for any overhead or anticipated profit for undelivered goods. Buyer shall not be responsible for any commitments made by Seller in advance of those necessary to comply with the schedules set forth in this Order. Upon payment of Seller’s claim, Buyer shall be entitled to all goods, materials and work in process paid for.
CANCELLATION FOR DEFAULT
- Buyer may cancel this Order immediately, in whole or in part, in the event Seller: (i) fails to make timely delivery, or (ii) breaches any other term or condition of this Order. Seller shall continue to supply any portion of this Order not canceled.
- In the event of such cancellation, at Buyer’s request, Seller will transfer title to, and deliver to Buyer: (i) any completed goods; (ii) any partially completed items and (iii) all unique materials and tooling. Prices for partially completed goods and unique materials and tooling accepted shall be negotiated; however, in no event shall such prices exceed the Order price for said goods.
- Upon the happening of any event or condition which may, in Buyer’s good faith judgment, impair Seller’s ability to perform hereunder, Buyer may demand, in writing, adequate assurance of Seller’s ability to continue performance of this Order. If Seller does not provide written adequate assurance within fifteen (15) days of receipt of Buyer’s demand, Seller shall be deemed to have rejected continued performance hereunder and to have materially breached this Order. In such event, Buyer shall have no further liability hereunder.
All information furnished or disclosed to Seller by Buyer in connection with this Order which is identified as “Confidential” or “Proprietary” is received in confidence, shall remain the property of Buyer and shall not be disclosed to any third party without Buyer’s written consent. Seller shall not use any such information for any purpose other than to perform this Order. If requested, Seller shall execute Buyer’s Non-Disclosure Agreement before receipt of any such confidential information. Seller will return, upon demand, all such confidential information to Buyer upon completion by Seller of its obligations hereunder. The obligations of this paragraph shall survive expiration or termination of this Order.
ASSIGNMENT AND SUBCONTRACTING
Seller shall not delegate or subcontract any duties, nor assign any rights or claims under this Order without the prior written consent of Buyer.
Seller guarantees that all goods delivered hereunder are produced, packed, labeled and shipped . in compliance with all applicable laws. Seller agrees to comply with all Federal, State, County and local laws, rules, codes, executive orders and regulations (the “Laws”) applicable to its provision of materials and services hereunder. Seller agrees to hold harmless Buyer and its employees, agents, affiliates, customers and users from any liability arising from Seller’s failure to comply with such Laws.
This Order shall be interpreted in accordance with and governed by the laws of the State of South Carolina, excluding its conflict of law rules. Any litigation arising out of this Order shall be brought in the state or federal courts located in Lexington, South Carolina and the parties consent to the jurisdiction over them by such courts.
RIGHTS AND REMEDIES
All rights and remedies of Buyer specifically set forth in this Order shall be in addition to any other or further rights and remedies provided at law or in equity. Failure of Buyer to insist upon strict performance of any term or condition of this Order shall not be deemed to be a waiver of Buyer’s rights and remedies.
All claims for money due or to become due from Buyer shall be subject to setoff by Buyer by reason of any counterclaim arising out of this or any other transaction with Seller.
All property and material furnished to Seller by Buyer or specifically paid for by Buyer shall be used only in the performance of this Order and shall remain the property of Buyer. Such property shall be held at Seller’s sole risk and shall be kept insured by Seller at Seller’s expense in an amount equal to the replacement cost with loss payable to Buyer. Such property shall be delivered in good condition, normal wear and tear excepted, to Buyer, FOB Buyer’s plant, immediately upon request by Buyer.