- GENERAL: The term ďCustomerĒ shall include all purchasers and buyers (or their representatives) of goods and services from the Seller. The term ďSellerĒ means A&B Valve and Piping Systems, L.L.C. The term ďgoodsĒ means the materials, equipment or supplies which are the subject matter of a quotation and sales order provided by the Seller to the Buyer. The term ďservicesĒ means labor related to goods as may be provided from time to time by Seller or its subcontractors including labor at Buyerís or third party premises.
- PRICES: All quotations and sales are F.O.B. point of shipment, unless otherwise expressly stipulated. All quotations, prices, and availability of items therein are 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, duty/tariff fees, or other charges that Seller may be required to collect or pay will be added to the invoice to the Customer, or these costs be invoiced separately.
- TERMS OF PAYMENT: Unless otherwise stated on the face of the invoice, Seller's terms of payment are Net 30 (thirty) days from the date of the invoice or the date Seller provides the goods or services to the Buyer, whichever is earliest. Customer agrees that any past due amounts may 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 Sellerís manufacturers for goods not in Sellerís inventory stock 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 (or on another agreed to date with Seller), 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, unless shipping in a single delivery is specified by the Customer at the time of purchase. 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.
- WARRANTY: 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 Customer hereunder (i) are exclusive and in substitution for, and Customer 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 Customer and Seller by their respective duly authorized representatives..
- LIMITATION OF LIABILITY: a. 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.
b. 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 $1,000,000 OF LIABILITY INSURANCE TO BE FURNISHED BY CUSTOMER.
- INDEMNIFICATION: WAIVER OF LIENS: Payment will be made following receipt and acceptance of the goods and receipt, in proper form and substance, of all documentation required by this Purchase Order. Seller shall furnish to Buyer any analysis or breakdown of the price as Buyer may reasonably request. This Purchase Order shall not be filled at prices higher than last quoted or charged by Seller, except as expressly agreed by Buyer. As a condition to any payment hereunder, Seller shall furnish to Buyer, upon request, an executed waiver of liens and claims in form reasonably satisfactory to Buyer. Seller agrees to indemnify, defend and hold harmless Buyer from and against any and all liens and encumbrances arising out of Seller's performance of this Purchase Order or rising out of any claim for payment by any laborer, subcontractor or supplier of Seller.
- 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 Sellerís driver or motor carrier immediately and advise Seller within ten (10) days of receipt. Claims for damage and/or shortage on shipments should be promptly reported to the Seller's shipping warehouse.
- ENFORCEMENT: 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 purchase 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.
- FREIGHT: 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.
- DISCLAIMER: All information provided in these Terms and Conditions of Sale is subject to change without notice. Seller has taken extensive efforts to make all information provided to Customer as accurate as possible, however the potential for errors in information from our manufacturers and the storage and transmission of any information on or through Sellerís web site or electronic mail system does not warrant the accuracy of information. All information, catalog content, pictures, and graphics sent to Customer by Seller or posted on Sellerís web site are "as is" and without warranties express or implied. Seller disclaims all warranties including the implied warranty of merchantability and fitness of products quoted or sold for a particular purpose.
For sales occurring via Sellerís web site, Seller does not warrant or represent the use of the materials on Sellerís web site in terms of their correctness, accuracy, reliability, or otherwise. The Customer will not consider the electronic description of items as the final or complete description of the material. The purchaser of the products listed in Sellerís web site is responsible for the ultimate verification of description based on the physical markings, tags, stenciling, and or labels on the actual product.
- TRADEMARKS: Goods provided and Sellerís 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 the goods and products provided by Seller and in Sellerís web site including copyright, trademarks, trade secret and patent rights are reserved. Access to the product information of the goods provided by Seller and available through Sellerís web site does not constitute a right to copy or use any of the intellectual property owned by Seller or the third-party companies.
- COPYRIGHT: All material contained in Sellerís web site and informational literature of Sellerís company and products it provides is subject to ownership rights of Seller. Seller authorizes only the registered user the right to copy or print published web pages from Sellerís web 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 Sellerís web site or other documents and literature provided to Buyer..