Terms and conditions of use
1.Parties and Background. For the purpose of these Terms and Conditions, “Parts, Supply” shall mean Parts, Supply Industrial Electronics, Inc., a Michigan corporation or, to the extent identified in a related quotation or an accepted purchase order, the parent, subsidiary or affiliate entity of Parts, Supply Industrial Electronics, Inc. so identified. “Customer” shall mean the person or entity identified in the related quotation or purchase order that is seeking to purchase products and/or services from Parts, Supply as described in the Customer’s purchase order or Parts, Supply’s quotation, as applicable. Parts, Supply is a distributor of industrial and commercial electrical and electronic control, automation, and motion products, and a provider of related repair and engineering services, serving various industries.
2.Application. These Terms and Conditions, together with Customer’s related purchase order, govern the relationship between Customer and Parts, Supply and apply to: i) all sales of equipment, parts, supplies, materials, systems or other personal property (individually and collectively, “Equipment”) by Parts, Supply to Customer; ii) all manufacturing, assembling, integration, upgrading and/or engineering of Equipment by Parts, Supply for Customer; and/or iii) all repairs to Equipment by Parts, Supply for Customer. Customer acknowledges and agrees that these Terms and Conditions are incorporated in, and are a part of, each quotation, purchase order, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale, manufacture, assembly, integration, upgrade and/or engineering of Equipment by Parts, Supply to Customer and/or repair of Equipment by Parts, Supply for Customer (such documents including these Terms and Conditions are collectively referred to as the “Agreement”). Such Agreement represents the complete and exclusive statement of the parties' agreement and supersedes any prior discussions, negotiations, agreements, and understandings. Any modifications proposed by Customer are not part of the parties' Agreement in the absence of Parts, Supply’s written acceptance thereof in a separate writing. Any terms or provisions in the Customer’s Purchase Order which are in any way inconsistent with those herein shall be null and void and the Terms and Conditions herein shall control. The acceptance of Parts, Supply’s quote or the issuance or placing of a purchase order by Customer shall constitute acceptance of these Terms and Conditions.
3.Quotations. No verbal quotations will be valid. Customer acknowledges that only written quotations that specifically identify the Equipment being sold, manufactured, assembled, integrated, upgraded, engineered, serviced and/or repaired by Parts, Supply and list the quantity of Equipment being sold, manufactured, assembled, integrated, upgraded, engineered, serviced and/or repaired, may be relied upon by Customer. All clerical errors in quotations are subject to correction by Parts, Supply. All quoted items are subject to prior sale and availability of stock and/or manufacturer product selections may vary.
If Customer decides not to have an item repaired after it has been received by Parts, Supply for evaluation and quoted, then Parts, Supply will ship the Customer’s item back to the Customer via ground transportation at no charge for parcel shipments or dispose of the item if so requested by Customer. LTL shipments will be returned freight collect. Customer acknowledges that not all items are repairable and there are times when once the repair is in process, it will become evident that the item has extensive damage, which may cause it to be unrepairable. If Parts, Supply determines, in its sole discretion, that an item is not reasonably capable of being repaired, then Parts, Supply will make every effort to quote Customer on a comparable exchange or a new comparable item of Equipment. If none of these options fulfill the Customer’s requirements, then Parts, Supply will ship the Customer’s item back to the Customer via ground transportation at no charge for parcel shipments or dispose of the item if so requested by Customer. LTL shipments will be returned freight collect.4.Pricing. Prices for Equipment, services and other related information shown in any Parts, Supply or manufacturer product publication, including but not limited to catalogs, brochures, and Web sites, are stated in U.S. Dollars and subject to change without notice and are not to be construed as a definite quotation or offer to sell by Parts, Supply. Such literature is maintained only as a source of general information, and any prices shown therein are subject to confirmation with a specific quotation and/or an accepted purchase order. Unless otherwise agreed in writing between Parts, Supply and Customer, Parts, Supply reserves the right to increase or decrease any price with any such increase or decrease to apply to any purchase order that has not been accepted by Parts, Supply as of the effective date of such change. Such price change will not apply to any purchase orders that have been accepted, or pursuant to which Equipment has been shipped and billed prior to the effective date of the price change. Prices do not include related freight charges, duties, Customs’ charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority (collectively, “Taxes and Fees”) unless otherwise expressly agreed to in writing by Parts, Supply, all of which charges and taxes shall be paid by the Customer. Delivery of Equipment will be F.O.B. point of origin and all transportation costs for all Equipment shipped by Parts, Supply shall be billed to and prepaid by the Customer or charged to the Customer’s consignee freight account.
5.Terms of Payment. Unless otherwise specifically agreed in writing by Parts, Supply, the total price for Equipment or services provided by Parts, Supply to Customer is due and payable to Parts, Supply, without setoff or other deductions or charges on the date of Customer’s receipt of Parts, Supply’s invoice, unless Parts, Supply extends to Customer separate open account credit subject to all terms as specified in Parts, Supply’s standard Credit Agreement, a copy of which shall be provided to Customer upon request. Payment tendered at (or before) time of invoice may be made in the form of cash, check, or credit card. Open account credit may be extended at Parts, Supply’s sole discretion upon satisfactory credit review and will be subject to the terms specified in Parts, Supply’s Credit Agreement. Payments tendered by Customer in settlement of any open account balances may be made via cash or check. Any amounts due by Customer to Parts, Supply that remain unpaid 30 days following the date of Parts, Supply’s invoice will bear interest on the unpaid balance at the rate of one and one-half (1-1/2%) per month or the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above will not constitute a waiver by Parts, Supply of any rights and remedies in connection with a default by Customer. Customer will pay all court costs, attorney fees, and other costs incurred by Parts, Supply in collecting past-due amounts, including interest.
6.Shipping Weights And Dimensions. Published weights of Equipment are careful estimates but are not warranted. Dimensions of Equipment shown in catalogs are approximate. For construction purposes, certified dimension drawings for Equipment can be obtained upon written request made to the nearest sales office of Parts, Supply.
7.Return of Equipment. All returns of In-Stock product, considered Standard Product, will be pursuant to Parts, Supply’s instructions and except as otherwise provided in these Terms and Conditions, subject to Parts, Supply’s written permission for such return. All returns of Non-Stock product, considered Special Order Products, will be pursuant to Parts, Supply’s instructions and except as otherwise provided in these Terms and Conditions, subject to Parts, Supply’s written permission for such return. Customer must contact Parts, Supply for a Return Material Authorization Number (RMA) before returning any Equipment. No Return Authorization will be issued on Special Order Products without authorization from the manufacturer to accept the return. All returns must reference the RMA number along with the original invoice number and the reason for the return. Non-warranty returns of normal stock Equipment that are unused and are in resalable condition will be subject to Parts, Supply’s return policies in effect at the time, including applicable restocking and transportation charges and other conditions of return.
Only purchases which have been invoiced to the Customer within sixty days of Customer’s request to return same, will be considered for return. Material accepted for return is subject to a minimum service or restocking charge of 25% of the billing invoice, plus all transportation charges incurred by Parts, Supply. Equipment built to a Customer’s specifications cannot be returned for credit under any circumstances.
Equipment returned for credit must be carefully packed so as to reach Parts, Supply without damage. Parts, Supply will not be responsible for any damages occurring to Equipment being returned to Parts, Supply which occurred prior to the time such Equipment arrived at the destination to which Customer was directed by Parts, Supply to return such Equipment, or that is caused by the shipper or courier delivering such Equipment. Returned Equipment remains Customer’s property until such Equipment is received, inspected, and accepted for return by Parts, Supply.
8.Cancellation or Termination. All purchase orders that have been accepted by Parts, Supply are considered final and binding and may not be cancelled, altered or terminated by Customer except upon terms and conditions acceptable to Parts, Supply, in its sole discretion, or as permitted by Paragraph 15 of these Terms and Conditions. Notwithstanding the foregoing, purchase orders for “stock” Equipment only, may be cancelled by Customer upon written notice to Parts, Supply given at least five (5) days prior to the scheduled shipment date of such Equipment and upon payment by Customer to Parts, Supply of a cancellation/restocking fee in the amount of at least 25% of the purchase order amount. In no event may Customer cancel any special or custom order. Any deposit or advance payment made by Customer in connection with a cancelled purchase order may be applied by Parts, Supply to such cancellation/restocking fee. In the event of a cancellation in accordance with this paragraph 16, Customer shall include the purchase order number and purchase order date in its cancellation notice. All Equipment that is the subject of a cancelled purchase order shall remain the sole and exclusive property of Parts, Supply.
This Agreement may be terminated in any of the following ways:
- By mutual agreement of Parts, Supply and Customer;
- By Parts, Supply, on thirty (30) days prior written notice, in the event that: (i) Customer breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; (ii) Parts, Supply reasonably believes that Customer's financial condition places it in a position of being unlikely to be able to meet its contractual obligations; (iii) Customer defaults under any other material contract to which it is a party; or (iv) Customer sells all or substantially all of its assets, a majority of its voting stock or merges with another entity.
- By Customer, upon one hundred twenty (120) days prior written notice, in the event that: (i) Parts, Supply breaches or otherwise fails to comply with any provision contained herein, and such breach is not cured within that time period; (ii) Customer reasonably believes that Parts, Supply's financial condition places it in a position of being unlikely to be able to meet its contractual obligations; (iii) Parts, Supply defaults under any other material contract to which it is a party; or (iv) Parts, Supply sells all or substantially all of its assets, a majority of its voting stock or merges with another entity, unless Parts, Supply is the surviving corporation in any such merger.
In the event of default under the Agreement by Customer that is not cured within thirty (30) days after notice by Parts, Supply, Customer will pay to Parts, Supply on demand all direct and indirect costs (including, without limitation, all applicable restocking or cancellation charges, including reimbursement for direct costs assessed by the manufacturer) incurred directly or indirectly by Parts, Supply in connection with the Agreement, all as reasonably determined by Parts, Supply, plus any profit to be negotiated with Customer. No termination by Customer for default shall be effective unless and until Parts, Supply shall have failed to correct such alleged default within one hundred twenty (120) days after receipt by Parts, Supply of written notice specifying such default.
9.Changes. Parts, Supply reserves the right from time to time to correct any typographical or clerical errors, including errors in mathematical computations, that may exist in the Agreement or any related documentation.
10.Technical Support. Unless otherwise specifically provided on the quotation or in an accepted purchase order, the Agreement does not include any services of Parts, Supply in connection with installation, testing, or evaluation of the Equipment. Parts, Supply will, however, consistent with its capabilities and subject to scheduling acceptable to Parts, Supply, make available to Customer, at Customer’s expense, technical support services relating to the Equipment at the rates then imposed by Parts, Supply, together with any out-of-pocket expenses to Parts, Supply in connection with the technical support. The sole remedy of Customer in connection with any acts or omissions of Parts, Supply in the provision of technical support will be the provision of further technical support to Customer reasonably required to correct the act or omission. Parts, Supply shall have no other liability or obligation with respect thereto. Customer will pay all reasonable travel, living expense and mileage associated with rendering Customer on-site service, as well as, service charges for personnel at the then current rate. Overtime, weekend and holiday hours of service are subject to premium charges. Special travel rates may apply to travel in excess of 100 miles one-way from and to the Parts, Supply base location of such service provider.