TERMS AND CONDITIONS OF SALE
CONTROLLING PROVISIONS:No terms and conditions other than the terms and conditions contained herein shall be binding upon TRUST 1 SALES unless accepted by it in a writing signed by the President of TRUST 1 SALES’ or by the Store Manager. All terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer's purchase order, which are different from or in addition to the terms and conditions herein are hereby rejected and shall not be binding on TRUST 1 SALES, whether or not they would materially alter this document, and TRUST 1 SALES hereby objects thereto. All prior proposals, negotiations and representations, if any, are merged herein. Buyer will be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or services described herein are shipped or an invoice is presented in connection with the said goods and/or services.
TERMS:Buyer agrees to pay for the products according to the TRUST 1 SALES’ payment terms. In the event Buyer fails to make any payment to TRUST 1 SALES when due, Buyer's entire account(s) with TRUST 1 SALES shall become immediately due and payable without notice or demand. All past due amounts are subject to service charges at the rate agreed upon by the parties, otherwise at the maximum contract rate permitted by law. Buyer does hereby grant TRUST 1 SALES a purchase money security interest in the products until such time as Seller is fully paid. Buyer will assist TRUST 1 SALES in taking the necessary action to perfect and protect TRUST 1 SALES’ security interest. No products furnished by the TRUST 1 SALES shall become a fixture by reason of being attached to real estate.
REMEDIES OF TRUST 1 SALES:Upon default by Buyer, Buyer agrees to reimburse TRUST 1 SALES all attorney fees and court costs incurred by TRUST 1 SALES in connection therewith. Buyer agrees that any of the following shall constitute an event of default which shall enable TRUST 1 SALES, at its option, to cancel any unexecuted portion of this order or to exercise any right or remedy which it may have by law: (a) the failure of Buyer to perform any term or condition contained herein; (b) any failure of Buyer to give required notice; (c) the insolvency of Buyer or its failure to pay debts as they mature, an assignment by Buyer for benefit of its creditors, the appointment of receiver for Buyer or for the materials covered by this order or the filing of any petition to adjudicate Buyer bankrupt; (d) the death, incompetence, dissolution or termination of existence of Buyer; (e) a failure by Buyer to provide adequate assurance of performance within ten (10) days after a justified demand by TRUST 1 SALES or (f) if TRUST 1SALES, in good faith, believes that Buyer's prospect of performance under this Agreement is impaired. All rights and remedies of TRUST 1 SALES herein are in addition to, and shall not exclude, any rights or remedies that TRUST1 SALES may have by law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, including reasonable attorneys' fees, will be added to the balance due and Buyer shall pay all such charges.
DELIVERY:TRUST 1 SALES will make a good faith effort to complete delivery of the products as indicated by TRUST1 SALES in writing, but TRUST 1 SALES assumes no responsibility or liability and will accept no back charge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to TRUST 1SALES, including, but not limited to, liability for TRUST 1 SALES’ non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of TRUST 1 SALES. Under no circumstances shall TRUST 1 SALES be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expense (whether or notbased on negligence) arising directly or indirectly from delays or failure to give notice of delay.
WARRANTY:THE BUYER'S SOLE AND EXCLUSIVE WARRANTY, IF ANY, IS THAT PROVIDED BY THE PRODUCT'S MANUFACTURER. TRUST 1 SALESMAKES NO EXPRESSED OR IMPLIED WARRANTIES. TRUST 1 SALES HEREBY DISCLAIMS ALL EXPRESSED 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. UNDER NO CIRCUMSTANCES, AND IN NO EVENT, WILL TRUST 1 SALES BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS, DAMAGE, COST OF REPAIRS OR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR LIQUIDATED 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 TRUST 1 SALES. BUYER HEREBY ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES, AND IN NO EVENT, SHALL TRUST 1 SALES’ 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 REPLACING DEFECTIVE PRODUCTS OR WORKMANSHIP OR DAMAGE RESULTING FROM THE SAME. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH, ALL PRODUCTS AND/OR SERVICES PROVIDED BY TRUST 1SALES AND ITS EMPLOYEES AND AGENTS ARE PROVIDED "AS IS," "WHERE IS," AND "WITH ALL FAULTS."
RECOMMENDATIONS BY TRUST 1 SALES:Buyer acknowledges that TRUST 1 SALES does not make and specifically negates, renounces and disclaims any representations, warranties and/or guaranties of any kind or character, expressed or implied, with respect to (i) the products sold, their use, design, application or operation, their merchantability, their physical condition or their fitness for a particular purpose, (ii) the maintenance or other expenses to be incurred in connection with the products, (iii) the engineering, design, fabrication work or any other work or service (whether gratuitous or for payment) supplied by TRUST 1 SALES and/or its agents, suppliers and employees or (iv) the accuracy or reliability of any information, designs or documents furnished to Buyer. TRUST 1 SALES neither assumes, nor authorizes any person to assume for it, any other obligation in connection with the sale of its products and/or rendering of its services. Any recommendations made by TRUST 1 SALES concerning the use, design, application or operation of the products shall not be construed as representations or warranties, expressed or implied. Failure by TRUST 1 SALES to make recommendations or give advice to Buyer shall not impose any liability upon TRUST 1 SALES.
INDEMNIFICATION:The Buyer shall at its own expense apply for and obtain any permits and inspections required for the installation and/or use of the products. TRUST 1 SALES makes no promise or representation that the products or services will conform to any federal, state or local laws ordinances, regulations, codes or standards, except as particularly specified and agreed upon in writing by an authorized representative of TRUST 1 SALES. The TRUST 1 SALES’ products are not for use in or with any nuclear facility unless specifically so stated by TRUST 1SALES in writing.
TRUST 1 SALES shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless TRUST 1 SALES and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's 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 or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Buyer or of the information, designs, services or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, TRUST 1SALES, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.
INSPECTION AND ACCEPTANCE:Claims for damage, shortage or errors in shipping must be reported within one (1) day following delivery to Buyer. Buyer shall have seven (7) days from the date Buyer receives any products to inspect such products and services for defects and nonconformance which are not due to damage, shortage or errors in shipping and notify TRUST 1 SALES, in writing, of any defects, nonconformance or rejection of such products. After such seven (7) 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 hereby agrees that such seven (7) day period is a reasonable amount of time for such inspection and revocation. Buyer shall have no right to order any change or modification to any product or services previously ordered by Buyer or its representatives or cancel any order without TRUST 1 SALES’ written consent and payment to TRUST 1 SALES of all charges, expenses, commissions and reasonable profits owed to or incurred by TRUST 1 SALES. Specially fabricated or ordered items may not be canceled or returned, and no refund will be made. The sole and exclusive remedy for merchandise alleged to be defective in workmanship or material will be the replacement of the merchandise subject to the manufacturer's inspection and warranty.
RETURNS:TRUST 1 SALEShas a 30 day return policy(30 days from receipt of product(s) by buyer). Buyer may return any product which TRUST 1 SALES stocks with no restocking charge if: (i) it is in new condition, suitable for resale in its undamaged original packaging and with all its original parts and (ii) it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. Buyer's surplus job returns, and those not meeting (i) and (ii), above, will be evaluated on an individual basis after Buyer has contacted TRUST 1 SALES’ authorized representative for prior written permission. Special orders or non-stock items may be returned if the manufacturer will accept the return. Except for items TRUST 1 SALES stocks which meet (i) and (ii), above, credit memoranda issued for authorized returns shall be subject to the following deductions: (a) cost of putting items in salable condition; (b) transportation charges, if not prepaid; and (c) handling and restocking charges.
CANCELLATION POLICY: Customer must cancel orders prior to shipping of product(usually within 24 hours). If there is a cancellation after shipment the return policy takes in affect and customer will pay all shipping to send the product back to TRUST 1 SALES as well as cost incurred by TRUST 1 SALES in shipping and restocking fee.Please verify where the return is to be sent to prior in the event that we had to get a direct ship via the manufacturer.
SHIPMENTS:All products are shipped F.O.B., point of shipment. Risk of loss shall transfer to the Buyer upon tender of goods to Buyer, Buyer's representative, or common carrier. The cost of any special packing or special handling caused by Buyer's requirements or requests shall be added to the amount of the order. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs and risks shall be borne solely by Buyer. Claims for products damaged or lost in transit should be made by Buyer to the carrier, as TRUST 1 SALES’ responsibility ceases upon tender of goods to Buyer, Buyer's representative or common carrier.TRUST 1 SALES accepts payment by VISA and Master Card.We will also accept Check or Money Order but product will not ship until payment is received and verified.
TAXES:The amount of any sales, excise or other taxes, if any, applicable to the products shall be added to the purchase price and shall be paid by Buyer unless Buyer provides TRUST 1 SALES with an exemption certificate acceptable to the taxing authorities. Any taxes which TRUST 1 SALES may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the products, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall promptly pay the amount thereof to TRUST 1 SALES upon demand.
SEVERABILITY:These terms and conditions of sale shall not be construed against the party preparing them, but shall be construed as if all parties jointly prepared these terms and conditions of sale and any uncertainty or ambiguity shall not be interpreted against any one party. If any provision hereof is held to be illegal, invalid or unenforceable under any present or future laws, such provision shall be fully severable and the terms and conditions herein shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been made a part hereof. The remaining provisions herein shall remain in full force and effect and shall not be affected by such illegal, invalid or unenforceable provisions or by their severance here from.
SET-OFF:Buyer shall not be entitled to set-off any amounts due Buyer against any amount due TRUST 1 SALES in connection with this transaction.
CERTIFICATIONS:TRUST 1 SALES certifies that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments and that it does not permit and will not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. TRUST 1 SALES certifies further that its services are performed in compliance with the Fair Labor Standards Act of 1938, as amended.
NON-WAIVER:TRUST 1 SALES’ failure to insist upon the strict performance of any term or condition herein shall not be deemed a waiver of any of TRUST 1 SALES’ rights or remedies hereunder, nor of its right to insist upon the strict performance of the same or any other term herein in the future. No waiver of any term or condition hereunder shall be valid unless in writing and signed by the President of TRUST 1 SALES’ or by the Store Manager.
ENTIRE AGREEMENT:This document constitutes the entire, complete, and exclusive agreement between the parties with respect to the subject matter hereof and contains all the agreements and conditions of sale; no course of dealing or usage of the trade shall be applicable unless expressly incorporated herein. The terms and conditions contained herein may not be added to, modified, superseded or otherwise altered except by a written modification signed by the President of TRUST 1 SALES’ or by the Store Manager. All transactions shall be governed solely by the terms and conditions contained herein.