Sheridan, WY 82801 (hereinafter referred to as “Seller”). The purchase of any of Seller’s products is expressly conditioned upon Buyer's consent to these Terms & Conditions and they shall become binding upon Buyer submitting an order. All sales are subject to written confirmation by Seller. Receipt by Buyer of Seller's acknowledgment of an order without immediate written objection thereto shall constitute acceptance by Buyer of these Terms & Conditions. Buyer must respond to Seller's notice of acknowledgment within five (5) business days via email, or CRM system of receipt of such acknowledgment or Buyer will waive its right to cancel the order.
The weights, dimensions, capacities, performance ratings and other data on Seller’s catalogs, prospectus, circulars, advertisements, price lists and instructions sheets are mentioned only as general information. They are only approximate and shall not bind Seller.
Under no circumstances shall Buyer or Buyer’s customer be entitled to any damages for Seller's failure to ship on time, and Buyer agrees to indemnify, defend and hold Seller harmless against any costs and expenses related to any claims for lost profits or other consequential damages based on Seller's failure to deliver timely.
Seller has the right to refuse to deliver good or services if Buyer is past due on any of its debts to Seller. Furthermore, Seller shall have the right to retake all products immediately unless other written arrangements have been made concerning payment if Buyer is past due on any debts to Seller. Buyer agrees to make all products available, shipping ready, for Seller, within five (5) business days of receiving notice from Seller of its intention to retake the products. Seller will be entitled to apply payments made by Buyer first to pay those claims it deems appropriate, including interest, late charges, costs of collection, etc.
Buyer will not be entitled to suspend its payment obligations to Seller and/or to offset them with any obligations of Seller to Buyer. Buyer will not be entitled to dissolve the contract with Seller if Buyer is in default. If Buyer does not fulfill its payment obligations to Seller completely or within the applicable payment period, Seller will be entitled to suspend its obligations to Buyer completely and/or not to perform them.
Unless Seller receives a written complaint with full particulars from Buyer regarding any defective products or services or other complaints within five (5) business days from the date the products or services are delivered, the products shall be deemed to have been delivered in good condition and that the delivery is accepted. In the event, Buyer returns the product(s), acceptance of the returned products does not imply acknowledgment by the Seller of the reason for the return. In the event of a return by Buyer, for all returned products, Buyer shall pay to Seller a restocking fee of ten percent (10%) of the invoice value of the products. Products returned by the Buyer to the Seller will remain at the Buyer’s risk and the Buyer will owe the agreed amounts until the Seller has credited the Buyer for these products. The products accepted by the Buyer from the Seller, which the Buyer has put fully or partly into use, treated, processed or delivered to others will be considered to conform to the contract. In the event of a return, if at its sole discretion Seller deems the products to be defective, its sole obligation shall be to replace the defective product.
In the event of a replacement, Buyer for and on behalf of itself, and any subsidiaries, affiliates or assigns, officers or directors or shareholders, hereby releases and forever discharges Site Supply Direct, Inc. and their respective partners, beneficiaries, agents, representatives, officers, directors, shareholders, employees and agents from any and all rights, claims, demands, complaints, damages, attorneys fees, actions and causes of action cognizable at law or in equity, relating to the Product which Customer now has or might claim against Site Supply Direct, Inc., their beneficiaries, agents, representatives, partners, officers, directors, shareholders, and employees, from the beginning of the world to the end of the world.
Buyer, other than an end-user consumer, is responsible to obtain and carry all appropriate business licenses, operation licenses, and reseller certificates, as well as to charge sales taxes to the end consumer.
The Buyer will not be permitted to remove or alter indications concerning intellectual property rights and concerning the confidential nature of information from products, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Seller.
The Buyer will not be entitled to alter - or have altered, - modify, have modified, adapted or otherwise reconfigured, distinctive marks or intellectual property made available by the Seller.
The Buyer will indemnify the Seller against claims of third parties based on the allegation that by using materials made available by the Buyer, the Seller has infringed the intellectual property rights of third parties.
Seller makes no warranty concerning the appropriateness of the products, services or programs to the purposes for which Buyer or its customer is acquiring the same. Moreover, Seller makes no warranty that the good, services, programs or other intellectual property of Seller does not infringe the rights of third parties and Seller, and shall be under no obligation to protect Buyer from any claims made by third parties for any reason.
The Seller will be entitled to terminate the contract unilaterally with immediate effect, fully or in part and/or to suspend performance of its obligations under the contract with immediate effect if:
The Seller will not be liable with respect to the Buyer for any damages arising from termination of the contract or from the suspension of obligations under the contract for the aforementioned reasons.
If the contract is terminated, performance of the contract already received by the Buyer and the payment obligations of the Buyer in connection with it will remain. The amounts invoiced by the Seller for performance prior to or upon termination of the contract will be immediately due and payable after termination. Buyer agrees to pay any of Seller’s costs, damages, attorneys’ fees and other expenses associated with Seller’s termination of any contract with Buyer pursuant to the terms of this section.
THESE TERMS & CONDITIONS AND THE PURCHASE ORDER, CONSTITUTE A SINGLE INTEGRATED CONTRACT AND THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS, COMMUNICATIONS AND ARRANGEMENTS, WHETHER ORAL, WRITTEN, EXPRESS OR IMPLIED, BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.
Subject to applicable law, Seller’s obligations to Buyer for any breach by Seller of any of these Terms & Conditions (whether implied by statute or otherwise) shall be limited to the replacement of the products (“Defective Products”). Seller will replace any Defective Products with substitute equivalent Products within a commercially reasonable time after Seller’s receipt of the Defective Products delivered to Seller at Buyer’s expense, so long as Buyer notifies Seller within five (5) business days of receipt of any Defective Products. Replacement of the Products is the absolute limit of Seller’s liability howsoever arising under or in connection with the description, quality, condition, performance, assembly, manufacture, design, merchantability or fitness for purpose of the Products or alternatively the sale, use of, storage or any other dealings with the Products by Buyer or any third party.
SELLER DISCLAIMS ANY EXPRESS WARRANTY NOT PROVIDED HEREIN AND ANY IMPLIED WARRANTY, GUARANTY OR REPRESENTATION AS TO PERFORMANCE, QUALITY AND ABSENCE OF HIDDEN DEFECTS, AND ANY REMEDY FOR BREACH OF CONTRACT, WHICH BUT FOR THIS PROVISION, MIGHT ARISE BY IMPLICATION, OPERATION OF LAW, CUSTOM OF TRADE OR COURSE OF DEALING, INCLUDING IMPLIED WARRANTIES OF WORKMANLIKE QUALITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SELLER FURTHER DISCLAIMS ANY RESPONSIBILITY FOR LOSSES, EXPENSES, INCONVENIENCES, SPECIAL, INDIRECT, SECONDARY OR CONSEQUENTIAL, INCIDENTAL, AND CONTINGENT DAMAGES
WHATSOEVER, INCLUDING DAMAGES ARISING FROM OWNERSHIP OR USE OF PRODUCT.
IMPLIED WARRANTIES IN JURISDICTIONS WHERE THEY MAY NOT BE DISCLAIMED SHALL BE IN EFFECT ONLY FOR THE DURATION OF THE EXPRESS WARRANTY SET FORTH HEREIN.
If BUYER has a claim under this Limited Warranty or under any implied warranties provided to BUYER by state law, BUYER may not file a court action or arbitration action based on that claim any later than one (1) year after BUYER’S right to file a court action accrues. In those states which do not allow this limitation on the time period for filing a court action, this provision is inapplicable.
SELLER’s liability with respect to the Product sold TO BUYER AND ANY SERVICES PROVIDED BY SELLER shall be limited to REPLACEMENT OF THE PRODUCT. SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICES RENDERED BY SELLER, OR ANY UNDERTAKING, ACTS OR OMISSIONS RELATING THERETO.
Without limiting the foregoing, SELLER specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, services, down time, shut down or slow down costs, or for any other types of economic loss, and for claims of BUYER’S customers or any third party for any such damages. SELLER SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.
BUYER AGREES THAT WITH REGARD TO ANY POTENTIAL CLAIM RELATING TO THE PRODUCT, IT SHALL WAIVE AND NOT SEEK ANY REMEDY OTHER THAN REPLACEMENT OF THE PRODUCT FROM THE SELLER. BUYER AGREES THAT IT SHALL NOT SEEK ANY REMEDY FROM SITE SUPPLY DIRECT, INC.’S OWNERS, MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSOCIATES, SUBSIDIARIES, OR AFFILIATES AND BUYER HEREBY WAIVES ANY AND ALL POTENTIAL CLAIMS AGAINST SAID PARTIES.
Should Seller prevail in any dispute, whether in arbitration or court, including obtaining a dismissal in court or settlement in favor of Seller, Buyer agrees to pay all of Seller’s costs and fees. “Costs and Fees” mean all expenses of the arbitration or litigation, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.
Each party acknowledges that, except as expressly set forth herein, no representations of any kind or character have been made by any other party or parties, agents, representatives, or attorneys, to induce the acceptance of these Terms & Conditions.