STANDARD TERMS AND CONDITIONS
1. General
These Terms and Conditions (“Terms”) govern the provision of goods or services by the Seller to the Buyer, except for online orders, where these Terms supplement the Seller’s online Terms of Use. Together with any written order terms provided by the Seller (“Order Terms”), these Terms represent the entire agreement between the parties and supersede all prior agreements or communications, whether written or oral.
Seller does not accept any terms from Buyer, including those in purchase orders, shipping releases, or otherwise, unless expressly agreed in writing. Acceptance of a Buyer’s purchase order by a Seller requires either written confirmation or shipment of goods, but an online order submission or automated receipt confirmation does not constitute acceptance.
Modifications to these Terms are only valid if made in writing and signed by Seller. Each shipment is subject to approval by the Seller’s Credit Department.
2. Prices
Goods will be invoiced based on Seller’s prices at the time of shipment. Buyer agrees to pay according to the payment terms on the Seller’s invoice.
3. Incoterms® 2010
The goods are sold FCA (Free Carrier) Seller’s Location, as defined by the “Shipped From” address on Seller’s documentation.
4. Legal Delivery
Delivery is completed when goods are loaded onto the transport at Seller’s Location. Goods are not considered delivered at their destination under any circumstances.
5. Transfer of Title and Risk of Loss
Title and risk of loss transfer to Buyer upon delivery at Seller’s Location.
6. Transportation Arrangements
Seller is not obligated to arrange transportation for Buyer. However, at Buyer’s request, Seller may act as Buyer’s agent to arrange transportation, with all associated costs invoiced to Buyer. If transportation is arranged, the terms under FCA Seller’s Location remain unchanged, and risk of loss still transfers at Seller’s Location.
Buyer is responsible for notifying the carrier of any loss or damage during transit.
7. Insurance
Seller has no obligation to arrange insurance for Buyer but will provide necessary information for Buyer to secure insurance, upon request and at Buyer’s expense.
8. Taxes and Charges
Buyer is responsible for all applicable taxes, duties, and other charges related to the sale, use, or transport of goods. Seller is not liable for additional charges at the destination, such as switching or drayage fees.
9. Import Formalities
Buyer must handle all import licenses, customs, and related formalities unless otherwise agreed in writing. If Seller performs such formalities, FCA Seller’s Location terms remain unchanged except for this modification.
10. Seller’s Performance
Seller is not liable for delays or nonperformance caused by factors beyond its control, such as natural disasters, labor disputes, governmental actions, or material shortages. Seller reserves the right to allocate inventory among customers in such situations.
11. Limited Warranty
Seller warrants goods to be free from defects for one year from delivery. Defective goods may be replaced or credited at Seller’s discretion. Claims must be submitted in writing within this timeframe, and Seller must be given the opportunity to inspect the goods. Returns require prior written authorization.
12. Limitation of Liability
Seller’s liability is limited to the purchase price of the defective goods. Seller is not liable for indirect, incidental, consequential, or punitive damages, including lost profits or revenue.
13. Disclaimer of Warranties
Except as expressly stated, Seller disclaims all warranties, including implied warranties of merchantability or fitness for a particular purpose.
14. Buyer Representations
Buyer represents that goods are purchased for resale or commercial use and are not subject to consumer warranty laws. Warranties provided by Seller terminate upon transfer of goods to a third party.
15. Manufacturing Practices
Goods will comply with Seller’s standard manufacturing practices.
16. Weight Variations
Goods sold by weight may vary within standard industry tolerances.
17. Inspection and Acceptance
If Buyer elects to inspect goods, this must occur before delivery.
18. Online Orders
Online prices and inventory levels are subject to change. Online orders require Seller’s written acceptance. Modifications to online orders must be approved by Seller. Use of Seller’s online platform is governed by the Terms of Use and Privacy Policy available on Seller’s website.
19. Compliance with Labor Laws
Goods will be produced in accordance with the Fair Labor Standards Act of 1938, as amended.
20. Confidentiality
Buyer must keep all pricing and inventory information confidential and use it solely for ordering purposes. Disclosure to third parties is prohibited.
21. Uniform Commercial Code
Contracts between Seller and Buyer are governed by the Uniform Commercial Code as adopted in Pennsylvania.
22. Governing Law and Jurisdiction
These Terms are governed by the laws of Illinois. Any disputes will be resolved in the state or federal courts of Illinois.
23. Independent Contractors
The relationship between Buyer and Seller is that of independent contractors. Nothing in these Terms creates a partnership, agency, or joint venture unless expressly stated.