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Standard Terms and Conditions

STANDARD TERMS AND CONDITIONS OF SALE

  1. WARRANTY: IN CONNECTION WITH THIS SALE, EXCEPT AS OTHERWISE   PROVIDED BY THE MANUFACTURER OF THE GOODS SOLD,THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF THE MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES OTHERWISE ARISING FROM COURSE OF DEALING OR TRADE.

     

     

  2. LIABILITY DISCLAIMER:  IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE, MISUSE OR INABILITY TO USE THE MATERIAL SOLD HEREUNDER OR FROM SELLERS FAILURE TO DELIVER BECAUSE OF AN EXCUSABLE DELAY, AS DEFINED IN PARAGRAPH 3 HEREOF.  THIS EXCLUSION APPLIES REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, AND STRICT LIABILITY IN TORT OR ANY OTHER LEGAL THEORY.  SHOULD SELLER NEVERTHELESS BE FOUND LIABLE FOR ANY DAMAGES, SUCH DAMAGES SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT SOLD.

     

     

  3. DELAY IN OR PREVENTION OF SHIPMENT-FORCE MAJEURE:  IF THE SELLER IS PREVENTED BEYOND THEIR REASONABLE CONTROL FROM PREFORMING ITS OBLIGATIONS HEREUNDER BY REASON OF AN EXCUSABLE DELAY SHALL MEAN ANY DELAY, THE SELLER SHALL BE TEMPORARILY OR PERMANENTLY RELIEVED OF ITS OBLIGATION TO PREFORM. THE WORDS"EXCUSABLE DELAY" SHALL MEAN ANY DELAY DUE TO STRIKES, LOCKOUTS OR OTHER LABOR OR INDUSTRIAL DISTURBANCE;  CIVIL DISTURBANCES; FUTURE ORDER OF ANY GOVERNMENT, COURT OR REGULATORY BODY CLAIMING JURISDICTION; ACT OF THE PUBLIC ENEMY; WAR, RIOT, SABOTAGE,BLOCKADE OR EMBARGO; FAILURE OR INABILITY TO SECURE MATERIALS, SUPPLIES OR LABOR THROUGH ORDINARY SOURCES BY REASON OF SHORTAGES OR PRIOROTY OR  SIMILAR REGULATION OR ORDER OF ANY GOVERNMENT OR REGULATORY BODY; LIGHTNING, EARTHQUAKE, FIRE, STORM, HURRICANE TORNADO, FLOOD, WASHOUT OR EXPLOSION, OR ACT OF OMISSION OF THE PURCHASER WHICH PREVENTS THE SELLER FROM COMPLYING, OR WHICH MATERIALLY AND ADVERSELY INTERFERES WITH THE SELLERS ABILITY TO COMPLY WITH AN OBLIGATION UNDER THIS CONTRATCT ON ITS PART TO BE PERFORMED.

     

     

  4. SELLER'S REMEDIES ON PURCHASER'S DEFAULT:  IN THE EVENT THAT PURCHASER CANCELS ITS ORDER WITHOUT DEFAULT ON THE PART OF THE SELLER, THE SELLER MAY RECOVER FROM PURCHASER ALL CANCELATION FEES, INCLUDING BUT NOT LIMITED TO, SELLER'S COST AND SUCH PROFITS AS WOULD HAVE BEEN REALIZED BY THE SELLER FROM THE SALE HAD THE CONTRACT NOT BEEN BREACHED BY THE PURCHASER.  SELLER'S EXPENSES SHALL INCLUDE ATTORNEY'S FEES, COURT COSTS, AND ALL OTHER COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENFORCING ITS RIGHTS.

     

     

  5. PURCHASER'S REMEDIES ON SELLER'S DEFAULT; FAILURE OF THE SELLER TO PERFORM ITS OBLIGATIONS HEREUNDER, SHALL ENTITLE PRURCHASER TO CANCEL THE CONTRACT AND RECOVER FROM SELLER ANY DEPOSIT MONEY PAID TOWARD THE PURCHASE PRICE FOR THE GOODS.  RECOVERY OF SUCH DEPOSIT MONIES SHALL BE PURCHASER'S SOLE REMEDY AND SELLER SHALL IN NO EVENT BE LIABLE TO PURCHASER FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES.

     

     

  6. INTEREST DUE ON LATE PAYMENT:  IF PAYMENT DUE HEREUNDER FROM PURCHASER IS NOT MADE WITHIN THIRTY (30) DAYS OF DELIVERY, SELLER, IN ADDITION TO ITS OTHER LEGAL RIGHTS, SHALL BE ENTITLED TO A SERVICE CHARGE EQUAL TO THE GREATER OF: (i) 1-1/2 OF THE PRINCIPAL AMOUNT DUE AT THE END OF EACH MONTH: OR (ii) THE MAXIMUM ALLOWABLE LEGAL INTEREST RATE ON THE PRINCIPAL AMOUNT DUE AT THE END OF EACH MONTH.

     

     

  7.   SUSPENSION OF FUTURE SHIPMENTS- CHANGE OF CREDIT TERMS:  PURCHASER HEREBY REPRESENTS THAT IT IS SOLVENT AND HEREBY ACKNOWLEGES THAT ANY SUBMISSION OF A PURCHASE ORDER TO SELLER; REQUEST FOR THE RELEASE OF SHIPMENT FROM SELLER, OR SIGNING OF ANY DELIVERY RECIEPT (HOWEVER DENOMINATED) SHALL CONSTITUTE A FUTURE REPRESENTATION BY PURCHASER OF ITS SOLVENCY AT THE TIME OF SAID SUBMISSION, REQUEST, OR SIGNING.  SHOULD PURCHASER FAIL TO MAKE PAYMENT WHEN DUE UNDER ANY CONTRACT BETWEEN PURCHASER AND SELLER, SELLER SHALL HAVE THE RIGHT TO WITHHOLD SHIPMENT OF ANY PORTION OF THE GOODS COVERED BY THIS CONTRACT OR ANY OTHER EXSISTING CONTRACT BETWEEN SELLER AND PURCHASER.  SAID ACTION ON THE PART OF SELLER SHALL NOT RELEASE PURCHASER FROM ITS OBLIGATION TO ACCEPT AND PAY FOR SUCH REMAINING PORTION OF THE GOODS UNDER CONTRACT IF AND WHEN SHIPPED BY SELLER.

     

     

    IF AT ANYTIME THERE IS A CHANGE IN THE FINANCIAL CONDITION OR STRUCTURE OF PURCHASER (ARISING FROM A CHANGE IN BUSINESS OR MARKET CONDITTIONS OR OTHERWISE), OR ARISING FROM A MERGER, REORGANIZATION OR OTHER CHANGE IN BUSINESS FORM, OR IF PURCHASER BECOMES INSOLVENT, MAKES AN ASSIGNEMENT FOR THE BENEFIT OF CREDITORS, OR A PETITION IN BANKRUPTCY WITH RESPECT TO PURCHASER IS FILED, OR IF ANY LIEN, ARISING FROM JUDICAL PROCESS OR OTHERWISE, IS PLACED UPON ANY ASSETS OF PURCHASER.  SELLER SHALL HAVE THE RIGHT TO CANCEL THE CONTRACT WITHOUT LIABILITY ON ITS PART OR TO CHANGE THE CREDIT TERMS OF THE CONTRACT INCLUDING BUT NOT LIMITED TO REQUIRING THE PAYMENT OF CASH IN ADVANCE OF DELIVERY.

     

  8. ARBITRATION:  ANY CONTROVERSY ARISING UNDER OR IN CONNECTION WITH THIS CONTRACT SHALL BE SUBMITTED TO ARBITRATION IN NEW HAVEN, CONNECTICUT IN ACCORDANCE WITH THE RULES THEN OBTAINING OF THE AMERICAN ARBITRATION ASSOCIATION JUDGEMENT ON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISTRICTION. THE PARTIES  HERETO SUBMIT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS IN NEW HAVEN, CONNECTICUT AND AGREE THAT SERVICE OF PROCESS IN CONNECTION WITH ARBITRAL OR JUDICIAL PROCEEDINGS MAY BE SERVED UPON THE PARTIES BY REGISTERED OR CERTIFIED MAIL WITH THE SAME EFFECT AS IF PERSONALLY SERVED.

     

     

  9. LAW:  THIS CONTRACT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT.

     

     

  10. STATUTE OF LIMITATIONS:  NO CLAIM OR CAUSE OF ACTION OF ANY KIND ARISING UNDER THIS CONTRACT MAY BE ASSERTED IN ARBITRATION OR IN ANY OTHER FORUM MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION ARISES.

     

     

  11. MODIFICATIONS: THE CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE GOODS DESCRIBED HEREIN, AND NO MODIFICATION HEREOF SHALL BE EFFECTIVE UNLESS AGREED TO IN WRITING.

     

     

  12. REPRESENTATIONS; PURCHASER AND SELLER AGREE THAT NO REPRESENTATIONS HAVE BEEN MADE OR RELIED UPON, EXCEPT AS SPECIFICALLY STATED IN THIS CONTRACT.

     

     

  13. COMPLIANCE WITH LABOR STATUTES:   ASSURANCE IS HEREBY GIVEN THAT THE GOODS HEREIN REFERRED TO WERE PRODUCED IN COMPLIANCE WITH THE REQUIREMENTS OF THE FAIR LABOR STANDARDS ACT OF 1938, AS AMENDED.

     

     

  14. RETURNS: STOCK - ALL RETURNS MUST BE IN ORIGINAL PACKAGING, IN NEW CONDITION AND A CURRENT STOCKING ITEM. STOCK RETURNS ARE SUBJECT TO A MINIMUM OF A 15% HANDLING CHARGE. NON STOCK - ALL NON STOCK SPECIAL ORDER ITEMS ARE NOT RETURNABLE UNLESS PREAUTHORIZED BY THE MANUFACTURER. THE GREATER OF THE MANUFACTURER RESTOCKING FEE OR A 20% FEE WILL BE APPLIED. ALL FREIGHT EXPENSES INBOUND AND OUTBOUND WILL BE THE RESPONSIBILITY OF THE CUSTOMER AND WILL BE APPLIED BEFORE THE CREDIT IS ISSUED. WARRANTY - CREDIT WILL BE ISSUED FOR ALL MANUFACTURER WARANTY ITEMS ONCE THE RETURN IS REVIEWED AND APPROVED BY THE MANUFACTURER. 

     

     

  15. SHIPMENT DATES:  SHIPMENT DATES ARE ESTIMATES ONLY.

     

     

  16. ACCEPTANCE:  ACCEPTANCE OF THIS ORDER BY THE PURCHASER CONSTITUTES ACCEPTANCE OF ALL CONDITIONS CONTAINED IN THIS "STANDARDS TERMS AND CONDITIONS OF SALE."

     

     

  17. TAXES:  IN ADDITION TO THE PRICE S AND TERMS QUOTED ON THE REVERSE SIDE HEREOF.  PURCHASER SHALL PAY ALL SALES AND USE TAXES DUE IN CONNECTION WITH THIS TRANSACTION.

     

     

  18. DISCOUNTS: ALLOWED ONLY AS SHOWN ACCORDING TO TERMS. NO DISCOUNT IS ALLOWED ON SALES OR FEDERAL EXCISE TAXES AND/OR FREIGHT CHARGES.

     

     

  19. CARRIER:  CARRIER IS RESPONSIBLE FOR ALL GOODS BROKEN OR LOST IN TRANSIT.

     

     

  20. MINIMUM CHARGE:  MINIMUM CHARGE IS $10.00 WHEN PICKED UP AT COUNTER, $100.00 FOR FREE DELIVERY.