TERMS OF SALE
I. ENTIRE AGREEMENT
These Terms and Conditions of Sale establish the rights, obligations, and
remedies of Columbia Pipe & Supply Co., (“Seller”) and Buyer, form the
entire agreement between Seller and Buyer, and apply to all transactions
between Seller and Buyer unless otherwise specifically agreed to in writing
by both parties. All prior oral or written agreements, including but not
limited to terms in Buyer’s purchase order, which are different from or in
addition to these Terms and Conditions of Sale are not binding on Seller
unless accepted in writing by Seller’s duly authorized representative.
II. SHIPMENT
All orders are shipped F.O.B. point of shipment. Risk of loss will transfer
to Buyer upon tender of goods to Buyer, Buyer’s representative or common
carrier. The cost of any special packaging or handling caused by Buyer’s
requirements or requests will be added to the amount of Buyer’s order. If
Buyer causes or requests a delay of shipment, or if Seller ships or
delivers an order erroneously as a result of inaccurate, incomplete, or
misleading information supplied by Buyer or Buyer’s agents or employees,
all storage and other additional costs and risk will be borne by Buyer.
III. PRICE
All prices are subject to change unless otherwise noted on Seller’s
quotation. Buyer will be invoiced at prices in effect at the time of
shipment. All taxes, transportation costs, duties and other charges are in
addition to quoted prices. The amount of any sales, excise or other taxes,
if any, applicable to the goods shall be added to the purchase price and
shall be paid by Buyer unless Buyer provides Seller with a valid tax
exemption certificate. Unless expressly stated otherwise in a price quote
or Seller invoice, all priced are F.O.B. Seller’s premises and subject to
the terms and conditions of the manufacturer at the time of shipment. All
prices are those in effect at time of shipment and are subject to change without notice.
Minimum: Absent prior approval by Seller, shipments of single orders shall
be accepted for a minimum of $50.00 net per invoice. Orders for delivery
totaling less than $50.00 net will carry a $10.00 service fee. Minimum
charges do not apply on back orders. Will call and cash sale orders require
a $50.00 minimum charge.
IV. DELIVERY
Seller will make a good faith effort to deliver goods in accordance with
Buyer’s schedule and as indicated by Seller in writing. Seller assumes no
responsibility or liability and will accept no backcharge for loss or
damage due to delay or inability to deliver, whether or not such loss or
damage was made known to seller. Seller assumes no responsibility or
liability for Seller’s non-performance caused by an act of God, war, labor
disputes, civil unrest, accidents, the inability to obtain materials,
delays of carriers, contractors or suppliers or any other causes beyond
Seller’s control. Under no circumstances shall Seller be liable for any
special, consequential, incidental, indirect, or liquidated damages,
losses, or expenses of any kind arising from any shipping delays or failure
to give notice of any shipping delay.
V. CANCELLATION
Buyer may not cancel, change or modify an order without the written consent
of Seller and payment by Buyer of all applicable cancellation or
re-stocking fees.
Orders for customized or otherwise nonstandard products are noncancellable
and non-returnable; in the event Buyer attempts to cancel such an order
even prior to shipment, said order will be subject to full or partial
invoicing even if manufacture is not complete.
VI. PAYMENT
Payment terms shall be as set forth in Seller’s price quote or invoice.
Buyer agrees to pay all invoices when due. A finance charge of 1.5% per
month will be assessed on any past due balance. Buyer grants Seller a
purchase money security interest in the products until such time as Seller
is fully paid. Buyer will assist Seller in taking necessary action to
perfect and protect Seller’s security interest. No products shall become a
fixture by reason of being attached to real estate. Seller reserves the
right to withdraw Buyer’s credit privileges and require advance payment or
any collection costs, including reasonable attorneys’ fees incurred in
collecting monies owed. Seller rejects any terms proposed by Buyer that
would hold back any portion of the purchase price until a date later than
due on the invoice. Buyer shall not be entitled to set-off any amounts due
Buyer against any amount due Seller with transaction.
VII. INSPECTION AND ACCEPTANCE
Claims for damage, shortage or errors in shipping must be reported within
five business days following delivery to Buyer. Buyer shall have five
business days from the date Buyer receives any products to inspect such
products 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 products. After such five-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 herby
agrees that such five business day period is a reasonable amount of time
for such inspection. Any merchandise found to be defective in workmanship
or material will be replaced subject to manufacturer’s inspection and
warranty.
OSHA HAZARDOUS SUBSTANCE INFORMATION: Material Safety Data Sheets (MSDS)
for OSHA defined hazardous substance are available at your local branch or
by contacting Seller at [email protected] or 1120 W. Pershing Road,
Chicago, IL 60609. This information and recommendation contained on the
MSDS supplied by the manufacturer is considered to be accurate and
reliable. The Seller, however, makes no warranty with respect to the
accuracy of reliability of the information or the suitability of the
recommendations. The Seller disclaims any and all liability to any user
thereof.
VIII. RETURNS
Products may be returned only with Seller’s prior consent. Request for
permission to return products must be accompanied by proof of purchase. All
products to be returned must be in new and resalable condition, subject
inspection and verification by Seller and/or the manufacturer. Non- stock
products including non-standard and or special orders, shipped or held for
future delivery may be returned if, and only if, the manufacturer issues a
return authorization. Any material returned may be subject to
restocking/handling and freight charges.
IX. WARRANTIES AND LIMITATION OF LIABILITY:
Warranty: Buyer’s sole and exclusive warranty, if any, is that provided by
The manufacturer of the product. Seller makes no express 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. Seller makes no promise or
Representation that the products will conform to any federal, state or
Local laws, ordinances, regulations, codes or standards, except as
particularly specified and agreed upon in writing by Seller. 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 faults.
Limitation of Liability: To the greatest extent permitted by law, under no
circumstances and in no event will Seller be liable for personal injury or
property damage or any other loss, damage, cost of cover, cost of repairs
or incidental, punitive, special or consequential 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 replacement.
Services: Seller warrants that all Services provided by Seller shall be
performed in a professional and workmanlike manner with qualified
personnel.
Warranty Exclusions: These warranties shall be void if there has been
Misuse, accident, modifications, unsuitable physical or operating
environment, improper maintenance, storage or installation of the goods.
seller disclaims all other express or implied warranties, including but not
limited to implied warranties of merchantability and/or fitness for use or
a particular purpose even if known by seller. Seller makes no
representation, warranty, or promise that the products or services will
conform to any applicable laws, ordinances, regulations, codes or
Standards, including but not limited to low lead or lead free laws or
regulations, except as specified and agreed to in writing by an authorized
representative of seller. Except in the event of damage caused by seller’s
negligence, under no circumstances shall seller be liable for any special,
indirect, incidental, liquidated or consequential damages claimed by buyer
or any third party related to a breach of warranty or any other
non-conformity of the goods or services.
No Warranties to Consumers: Seller makes no warranties to those defined as
“consumers” in Magnuson-Moss Federal Trade Commission Improvement Act.
X. INDEMNIFICATION
Each party (“Indemnitor”) shall indemnify and hold harmless the other party
and its employees, officers, directors, and agents (each an “Indemnitee”)
from any suit, cause of action, judgment or claim (“Claim”) for damages to
property or bodily injury, loss of life, infringement, liability of any
nature, costs, or expenses, including reasonable attorney fees (“Damages”)
to the extent caused directly by the negligent act or omission or
intentional misconduct of the Indemnitor. Indemnification shall not apply
to Damages proximately caused by the negligence of the Indemnitee.
XI. INSURANCE
Seller shall maintain all insurance as required by law and shall not allow
such coverage to lapse. Seller agrees to maintain Worker’s Compensation
coverage as required by applicable state law, $2 million per occurrence and
$4 million aggregate in commercial general liability, including product
liability coverage, and $5 million in automobile liability coverage. All
such coverage can be met through a standard, umbrella, or any combination
of policies thereof. Upon request of Buyer, insurance coverage and these
limits shall be evidenced by a Certificate of Insurance naming Buyer as an
“Additional Insured”, on a primary and non-contributory basis in support of
the indemnity obligations under these Terms and Conditions of Sale
utilizing the equivalent of the CG2010 04/13 and the CG2037 04/13. Seller
is not bound to pay any premium or other fee to an OCIP or CCIP type
insurance program. Unless expressly provided in Seller’s quotation to
Buyer, payment and performance bonds are not to be provided by Seller.
XII. LIMITATION OF LIABILITY
Except as set forth in this document, neither Party shall be liable to the
other for special, incidental, consequential, punitive, statutory, or
indirect damages, including but not limited to loss of profits, revenues,
capital, business opportunity or downtime costs, arising out of the sale of
goods to Buyer. This limitation shall apply regardless if the claimed
damages arise from breach of contract, breach of warranty, tort, strict
liability or any other legal theory.
Seller makes no promise or representation that the products will conform to
any federal, state or local laws, ordinances, regulations, codes or
standards, except as particularly specified and agreed upon in writing by
Seller. 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.
XIII. IDEMNIFICATION
Buyer shall defend, indemnify and hold harmless Seller and its agents and
employees against any loss, damage, claim, suit, liability, judgement or
expense (including without limitation attorneys’ 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 of
regulations resulting from or in connection with the sale, 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 Buyers, whether caused by concurrent and/or
contributory negligence of Seller, or any of its agents, employees or
suppliers. The obligations, indemnities and covenants contained in this
paragraph shall survive the consummation or termination of this
transaction.
XIV. SEVERABILITY
These Terms and Conditions of Sale will be construed as if prepared jointly
by the parties hereto and any uncertainty or ambiguity will not be
interpreted against any one party. If any provision contained in these
Terms and Conditions of Sale is held to be unenforceable then such
provision will be given effect in such reduced form as may be decided by a
court of competent jurisdiction, provided that, if any provision should be
declared unenforceable or invalid for any reason, such unenforceable or
invalid provision will be severed from the remainder of these Terms and
Conditions of Sale without affecting the enforceability or validity of the
remaining provisions.
XV. NON-WAIVER
The failure of either Seller or Buyer to insist upon the strict performance
of any of these Terms and Conditions of Sale will not be deemed to be a
waiver of any of the right or remedies of Seller or Buyer, nor of its right
to insist upon strict performance of such term or of any other term in the
future. No waiver of any of these Terms and Conditions of Sale will be
valid unless in writing signed by a duly authorized representative of the
waiving party.
XVI. DISPUTE RESOLUTION
The parties shall attempt in good faith to resolve promptly any dispute
arising out of or relating to these Terms and Conditions of Sale by
negotiation between executives who have authority to settle the dispute.
The executives must be at a higher level of management than the persons
with direct responsibility for administration of these Terms and Conditions
of Sale.
XVII. GOVERNING LAW
These terms and conditions and any related transaction between Seller and
Buyer shall be construed and interpreted according to the laws of the State
of Illinois and the Uniform Commercial Code, as adopted by Illinois,
without regard to conflict of laws principles. Buyer hereby submitted to
personal jurisdiction and exclusive venue to an appropriate court within
the State of Illinois. It is expressly agreed that in the construction and
interpretation of the terms of the Contract, the rule of construction that
a document is to be construed.
Your continued use of this Site constitutes acceptance of the terms of this
Agreement.