Terms and Conditions
The following are the
terms and conditions (“Terms and Conditions”) for the sale of products
(“Products”) by Central Electric Supply Company (“CES”) to CES’s
(“Customers”). These Terms and
Conditions shall apply to the exclusion of all other terms referred to in any
purchase order, acknowledgment, confirmation or any other documentation issued
by either party, unless agreed in writing and signed by an authorized officer
of CES; no CES employee or agent has the right to modify these Terms and
Conditions verbally. If a contract is not earlier formed by mutual agreement in
writing, acceptance of any Products shall be deemed acceptance of the Terms and
Conditions stated herein. CES reserves the right to amend these Terms and
Conditions at any time.
Prices on Seller's website
or in Seller's quotes are subject to change without notice, and all such prices
expire and become invalid if not accepted within ten (10) calendar days from
the date of issue, unless otherwise noted by Seller in writing. Price
extensions, if made, are for Buyer's convenience only, and they, as well as any
mathematical, stenographic or clerical errors, are not binding on Seller.
Prices shown do not include any sales, excise, or other governmental tax or
charge payable by Seller to any federal, state or local authority. Any taxes
now or hereafter imposed upon sales or shipments will be added to the purchase
price, and Buyer shall reimburse Seller for any such tax or provide Seller with
an acceptable tax exemption certificate. All prices and other terms provided to
Buyer shall be kept confidential except to the extent a Party is required by
law to disclose the same.
3. CREDIT CARDS:
We accept credit and
procurement cards from American Express®, MasterCard®, VISA®, & Discover®.
A surcharge may be assessed for Customers who pay past due invoices by credit
Seller is a reseller of
Goods only, and as such does not provide any warranty for the Goods it supplies
hereunder. Notwithstanding this As-Is limitation, Seller shall pass through to
Buyer any transferable manufacturer's standard warranties with respect to Goods
5. Freight, Title and
Risk of Loss.
If delivery occurs in
Seller's own vehicles, shipments shall be delivered F.O.B. Buyer's designated
delivery site. In all other cases, the F.O.B. point shall be Seller's store or
warehouse, and all responsibility and costs of shipping and delivery beyond Seller's
store or warehouse shall be borne by Buyer. Title and risk of loss shall pass
to Buyer at the applicable F.O.B. point. All claims for shortage of Goods or
for loss or damage to Goods as to which Seller has the risk of loss shall be
waived unless Buyer, within five (5) business days after receipt of the short
or damaged shipment, gives Seller written notice fully describing the alleged
shortage or damage. Partial shipments are permitted at Seller's discretion.
Orders will be initiated by Customer issuing a purchase order to CES. Orders
must identify the Products, unit quantities, part numbers, descriptions,
applicable prices and requested delivery dates. Orders are subject to CES's
acceptance. CES reserves the right to limit quantities and to refuse to deal
with any person.
7. Payment Terms.
Payment for all amounts
due hereunder shall be due net 10th of month following date of
invoice (the “Payment Date”) unless otherwise expressly agreed to by Seller and
Customer in writing; provided, however, Seller may, in its sole discretion,
require full payment in cash before order entry, shipment, or delivery.
Payments not received when due will be subject to a service charge of 1.5%, or
the maximum lawful rate, whichever is lower, of the outstanding invoice balance
for each 30 day period or portion thereof past due. All costs of collecting
monies due from Customer, including, but not limited to, legal expenses, legal
interest, attorneys’ fees and collectors’ expenses, shall be paid by Customer
to Seller upon demand. When Seller deems itself insecure with respect to
Customer’s ability to pay, Seller may, in its sole discretion: (a) withhold,
defer, or cancel shipments and/or orders; (b) require cash in advance; (c)
demand immediate payment of all amounts then owed and pursue collection actions
(including attorneys’ fees and costs of collection); and/or (c) impose, revoke,
or revise Customer’s credit limits. Seller may also impose, revoke, or revise
Customer’s credit limits, if any, at any time and for any reason. All amounts
and payments are in U.S. dollars. Seller may set-off and/or deduct for any sums
owed by Customer (including its subsidiaries and affiliates). Customer has no
right to withhold or set-off amounts against Seller or its affiliates.
Orders that were factory
special orders or otherwise fabricated and altered to accommodate Customer are
not returnable; otherwise, returns will be accepted prior to the Payment Date
if prior authorization is obtained from Seller, which authorization shall be in
Seller’s sole discretion, the product is in resalable condition and in the
original, undamaged manufacturer’s package with sales receipt or invoice.
Credit will be issued, if at all, based on Customer’s purchase price for the
returned product less any vendor restocking charges, freight, insurance, and
other expenses of disposal.
9. FORCE MAJEURE.
CES will not be liable for delays in delivery or for failure to perform its
obligations due to causes beyond its reasonable control, including, but not
limited to, product allocations, material shortages, labor disputes,
transportation delays, unforeseen circumstances, acts of God, acts or omissions
of other parties, acts or omissions of civil or military authorities,
Government priorities, fire, strikes, floods, severe weather conditions,
computer interruptions, terrorism, epidemics, quarantine restrictions, riots,
or war. CES's time for delivery or performance will be extended by the period
of such delay or CES may, at its option, cancel any order or remaining part
thereof without liability by giving notice to Customer.