1. ACKNOWLEDGMENT. These Standard Terms and Conditions of Sale will govern all sales by CORE ENGINEERED SOLUTIONS, INC. and CES NORTHEAST LLC, (hereinafter “CORE” or “SELLER”) and are an integral part of every product offering, catalog, proposal or quote. All sales are subject to the terms and conditions stated in the accompanying quotation and herein, and upon acceptance of this Agreement, the entirety of these exact terms and conditions shall become part of the Purchase Order CONTRACT between CORE and the BUYER. When BUYER’S order or request for quotation or any other documents referred to or incorporated by reference contains any written, printed or stamped provisions conflicting with the written, printed or stamped provisions of this quotation, the terms and conditions of this quotation shall prevail. No representations, alterations, change in, modification of or addition to the terms and conditions herein shall be binding on CORE unless set forth in writing which is signed by CORE. BUYER will be deemed to have agreed to these Terms and Conditions by Acceptance of this Quotation and issuing a purchase order number acknowledged in writing by SELLER. Any addition, deletion, or change to the original order shall only be effective when it is written into a change order and signed by both BUYER and SELLER.
2. PAYMENT. Unless otherwise indicated on the accompanying document and subject to BUYER’S credit approval, payment for products is due prior to delivery. Payment shall not be subject to any condition precedent clause such as paid-when-paid or paid-if-paid. The SELLER is not responsible for, and BUYER may not withhold payment from the SELLER for back charges, retainage, liquidated damages or other similar claims. Freight and handling will be charged on all returned products. The higher of a 25% restocking fee or payment of reasonable charges based expenses already incurred and commitments made by SELLER will be charged for all cancelled orders. Special order items shall require a 50% deposit and not be subject to cancellation, credit or refund. Taxes are not included in the proposal price. BUYER assumes and agrees to pay to SELLER and to hold SELLER harmless from any sales, use, excise or other tax or assessment imposed upon or applicable to the subject transaction by federal, state or local authority.
3. BREACH or DEFAULT. BUYER agrees to pay all invoices in accordance with the terms stated on the invoice together with interest an any amounts not paid when due at the rate of 1.5% per month (or the maximum rate allowed), compounded monthly, together with court costs, reasonable attorney fees, and all other costs of collection which SELLER may incur in enforcing the terms of this CONTRACT.
4. PURCHASE MONEY SECURITY INTEREST. Until BUYER fully satisfies all its obligations to SELLER under this CONTRECT, SELLER retains and BUYER hereby grants to SELLER a purchase money security interest in all SELLER products heretofore or hereafter sold by SELLER to BUYER, as well as proceeds therefrom. In the event that BUYER breaches this CONTRACT, SELLER reserves the right to take repossession and title to said products.
5. MATERIAL DELIVERY. Unless otherwise stated on the face of the proposal, all goods shall be unloaded (including crane charges) at the sole expense of the BUYER. The BUYER shall be responsible for providing trucks with access to the delivery site. BUYER shall solely determine feasibility of setting products for which SELLER assumes no responsibility. The BUYER shall pay the SELLER for any expenses incurred by the SELLER as a result of delays in excess of two (2) hours caused by the BUYER or short notice cancellation requests. Delivery dates are approximate only, and SELLER shall incur no liability for failure to deliver on such dates. BUYER agrees that, in further consideration of the compensation set forth herein, SELLER will not be liable, absent any actual fraud, for any damages or costs incurred by BUYER due to delays in the delivery and/or installation of said products including, but not limited to provisions of law and governmental regulations, accident or breakdown, acts of God, strike, lockout or other labor difficulty or unavailability of necessary component raw products or transportation facilities.
6. ACCEPTANCE. All products are to be inspected thoroughly upon receipt. Claims of missing items or defect must be asserted by BUYER by written notice to SELLER within 3 days of receipt. BUYER will be deemed to be in receipt of products if delivered to BUYER or the ship to address designated by BUYER in the purchase order. Failure to give SELLER notice of any claim within 3 days of receipt of the products concerned shall constitute a waiver of such claim by the BUYER. Any request for replacement, repair, or credit must be made in writing to the SELLER within this period.
7. LIMITATION OF LIABILITY. SELLER is not subject to or bound by any contractual obligations between BUYER and his customer. SELLER shall not be liable for special, indirect, incidental or consequential damage. In no event will SELLER be held liable for damages resulting in delays of any kind because of inability to use the products furnished by SELLER. SELLER shall not be held liable for any damages or penalties resulting from or related to the operational performance or lack of performance of products furnished by SELLER. The liability of SELLER with respect to any contract or sale of anything done in connection therewith, whether contract, tort (including SELLER’s negligence), under any warranty or otherwise, shall not exceed the purchase price of the specific product on which such liability is claimed.
8. MANUFACTURER WARRANTIES. SELLLER shall extend to BUYER, on a “pass-through” basis, any warranty provided by the manufacturer of purchased equipment or components to the extent permissible. Warranty on products is “pass-through,” meaning any equipment warranties will be limited to that offered by the equipment’s original manufacturer and that the warranty obligation will exist solely between the manufacturer and BUYER. SELLER will not be held liable for any incidental or consequential damages, and assumes no responsibility or liability for any expenses (including parts or labor) incurred in the removal, return, and/or reinstallation of products requiring service and/or repair. No returns without prior written consent of the manufacturer.
9. GENERAL PROVISIONS. (a) BUYER agrees that the validity and construction of this contract shall be determined by the laws of the State of Virginia and the Uniform Commercial Code. The exclusive and sole venue for resolution of any disputes which arise under this CONTRACT shall be within a court of competent jurisdiction sitting in Fairfax County, Virginia, or at the option of the SELLER, the county in which the products are sold or used. Should any provision be held void or unenforceable for any reason, all remaining provisions hereof remain in full force and effect. (b) BUYER further agrees to defend and indemnify and hold SELLER harmless from and against any and all claims, liabilities, suits and judgments of every kind of nature whatsoever and all costs or expenses in connection therewith (including court costs and attorney’s fees) arising out of or resulting from death or injury to persons, including employees of BUYER, and loss, damage or injury to property, including any equipment, caused or occasioned or claimed to be caused or occasioned, directly or indirectly, by or in connection with the work being performed by BUYER or others at the delivery site or using the products sold hereunder. (c) BUYER agrees to comply with all Federal, state and local laws, codes, regulations and ordinances in effect where the work is to be performed and to pay all costs and expenses in connection with such compliance.
Rev. 1/2018