Terms and Conditions of Sale
1. SALE OF GOODS - Deliveries are quoted subject to prior sale, unless otherwise stated. Price quoted is firm except for supplier direct shipments which are quoted subject to revision to price prevailing at time of shipment unless otherwise stated. Stenographic or clerical errors are subject to correction. Seller is not liable for nondelivery of goods or delay in the performance of orders or contracts, or in the delivery or shipment of goods or for any damages suffered by Buyer by reason of such nondelivery or delay when such nondelivery or delay is directly or indirectly caused by or in any manner arises from acts of God, wars, shortage of materials or supplies now or hereafter ordered or interruption or delay in the delivery thereof, plant breakdowns or disability for any cause whatsoever, strikes or other labor disturbances, delays or interruptions in transportation facilities, requirements or regulations or policies of any government, and all other disabling causes or contingencies reasonably beyond Seller’s control.
2. WORK OR LABOR - All work will be completed according to generally acceptable industry standards. Any deviation from the specifications of this proposal or service order involving additional cost will be performed only after written orders and shall be billable over and above any estimate or prior agreement. This agreement is contingent upon the absence of strikes, accidents, or other delays beyond our control. Unless otherwise expressed in writing, any estimate contemplates work occurring during normal working hours. Work necessarily performed after normal business hours or Saturdays will be charged at 1.5 times the straight time rate; and work performed on Sundays or Holidays will be charged a 2 times the straight time rate.
3. MODIFICATION OF TERMS - Seller’s acceptance of any order in expressly subject to Buyer’s assent to each and all of the terms and conditions set forth herein and Buyer’s assent to these terms and conditions shall be conclusively presumed from Buyer’s acceptance of all or any part of the goods or services ordered. No addition to or modification of said terms and conditions shall be binding upon Seller unless specifically agreed to by Seller in writing. If Buyer’s purchase order or other correspondence contains terms or conditions contrary to or in addition to the terms and conditions contained herein, acceptance of any order by Seller shall not be construed as assent to such contrary or additional terms and conditions or constitute a waiver by Seller of any of the terms and conditions contained herein. Any reference to Buyer’s purchase order noted herein shall not affect or limit the applicability of the terms and conditions contained herein.
4. CREDITS, PAYMENT TERMS - All accounts are C.O.D. unless other arrangements are made with Triangle office personnel prior to the service call. Past due accounts are subject to a finance charge of 1.5% per month. Remittance shall be directed by Seller. Buyer agrees that payment to a bank or depository designated by Seller shall not constitute payment in full or a final settlement of Buyer’s account until accepted as such by Seller, notwithstanding any language to the contrary on Buyer’s check, draft or other order. Buyer agrees to pay Seller’s cost of collection, if any, on overdue invoices including reasonable attorney’s fees. If the financial responsibility of Buyer is unsatisfactory to Seller, becomes impaired or if Buyer fails to make any payment in accordance with the terms of this contract, Seller may at its sole option defer or decline to provide any shipment or provide any service hereunder except upon receipt of security to Seller or cash payment in advance of delivery or Seller may terminate this contract, in which event all remaining unpaid amounts arising from this as well as any other contracts will immediately become due and payable. There will be a $20 fee on all returned checks.
5. WARRANTIES - All materials, parts and equipment are warranted by the manufacturers’ or suppliers’ written warrantee only. All labor performed by the Seller is warranted for 30 days or as otherwise indicated in writing. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING ANY WARRANTY OF MECHANICAL LABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event shall Seller be liable for loss or damage directly or indirectly arising from the services rendered hereunder.
6. LIMITATION OF BUYER’S REMEDIES AND SELLER’'SLIABILITY - Buyer’s remedies with respect to any claim arising out of any order or Seller’s performance in connection therewith, including without limitation any claim arising out of any defect or alleged defect in any goods or services furnished by Seller, shall be limited exclusively to the right of replacement of such goods or services, or, at Seller’s option, to repayment of the purchase price therefore. Without any way limiting the generality of the foregoing in no event shall Seller be liable for any consequential or incidental damages (including, without limitation, any loss of production or anticipated profits) or liability incurred by Buyer with respect to any goods or services furnished or to be furnished hereunder by Seller.
It is expressly agreed that the liability of the Seller is limited, and that Seller does not function as an insurer. Buyer agrees that except as provided herein, Seller is not liable for loss, harm or damage due directly or indirectly to any occurrence or consequences therefrom. If the Seller should be found liable to Buyer or anyone on any theory for loss, harm or damage, the liability of Seller shall be limited to the lesser of the actual loss, harm or damage or the original purchase price of the
goods in question sold to the Buyer. This liability is exclusive and regardless of cause or original purchase price of the goods in question sold to the Buyer. This liability is exclusive and regardless of cause or origin resulting directly or indirectly to person or property from ( 1 ) the performance or nonperformance of any obligation set forth in Seller’s warranty as provided herein, (2) any agreement between Seller and Buyer, (3) negligence, active, passive or otherwise, of Seller or any of its agents employees or independent contractors, (4) breach of any judicially imposed warranty or covenant, (5) misrepresentation, or (6) strict liability.
7. INSPECTION - Materials must be examined by Buyer immediately upon receipt to determine correctness of shipment as to quantity, size, grade, and condition. ALL CLAIMS FOR DEFECTIVE MATERIAL, SHORTAGE ERRORS, OR ANY OTHER REASON MUST BE MADE WITHIN 3 DAYS OR RECEIPT. CLAIMS FOR DEFECTIVE MATERIAL, IF HONORED WILL BE ADJUSTED ON THE VALUE OF THE MATERIAL ONLY AND ON NO OTHER BASIS.
8. TECHNICAL ASSISTANCE - Unless otherwise expressly agreed in writing, (a) any technical advice provided by Seller with respect to the use of goods or services furnished to buyer shall be without charge; (b) Seller assumes no obligation or liability for such advice, or for any results occurring as a result of the application of such advice; and (c) Buyer shall have sole responsibility for selections and specification of the goods or services appropriate for the end use of such goods or services.
9. ENVIRONMENTAL CONDITIONS - Buyer acknowledges that Seller has not inspected or tested Buyer’s premises for the presence of mold, fungal spores, bacteria, radon gas, asbestos or any other possible harmful substance or condition and further acknowledges that Seller has no duty or obligation to discover or report to Seller any such substances or conditions. Buyer further understands and agrees that such substances and conditions can result due to Buyer’s actions or inactions including neglected maintenance or inappropriate use. Buyer, except that which results solely from the negligent acts or omissions of Seller and to the fullest extent permitted by law, shall indemnify, hold harmless and defend Seller, its officers, directors, employees and agents from and against claims, losses, damages, liabilities, including attorneys’ fees and expenses, for bodily injury, sickness or death, and property damage or destruction resulting from such substances and conditions.