Terms of Sale
All sales to Buyer are expressly governed by these terms and conditions set forth hereinafter. Your order or statement of intent to purchase goods, or any direction to proceed with procurement or shipment of goods, or any acceptance of payment for such goods constitute your specific and express agreement to the following terms and conditions as governing this sale. Western EXTRALITE Company (Seller) will not, under any circumstance, agree or be bound by any provisions, conditions, or agreements which are inconsistent with, contrary to, additional to or in lieu of or which modify in any manner the following terms and conditions unless an authorized OFFICER of Seller, in writing, agrees to such provisions, conditions or agreements.
Seller, being solely a dealer-distributor and not a manufacturer, gives no warranty whatsoever and expressly DISCLAIMS ANY WARRANTY BY IT, EXPRESS OR IMPLIED, STATUTORY, BY OPERATION OF LAW OR OTHERWISE, INCLUDING MERCHANTIBILITY AND FITNESS FOR ANY PARTICULAR PURPOSE and the only warranty on any item purchased from Seller is the express warranty, if any, given by the manufacturer of the item. Buyer hereby agrees that it has no right or remedy against Seller including, but not limited to claims for INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR ANY CAUSE, LOSS, ACTION, CLAIM OR DAMAGE WHATSOEVER, OR INJURY TO PERSON OR PROPERTY OR ANY OTHER CONSEQUENTIAL, ECONOMIC OR INCIDENTAL LOSS arising out of or related in any way to any item purchased from Seller. Any liability of Seller to Buyer shall be limited and shall not exceed the price of the item on which such liability is based. All items sold by Seller to Buyer are sold WITH ALL FAULTS and Seller's sole obligation to Buyer is to use due diligence in an effort to cause the manufacturer of any item which is defective to repair or replace such item.
Any statement or advice (including but not limited to advice regarding the quantity of goods necessary for a particular job, or the suitability of a particular product for a particular use) is provided solely as a courtesy to Buyer and is not guaranteed. No such statement or advice shall subject Seller to any liability whether based on contract, warranty, tort (including negligence) or other grounds.
Storage and use of purchases
Buyer is required to use and hereby does warrant that it/he will use safe job procedures for the sale, storage and handling of all purchased products.
Buyer shall protect, defend, save harmless and indemnify Seller for any loss, cost, delay, liability, damage, liquidated or otherwise, and expense, including attorneys' fees, which Seller may sustain, have assessed against it or incur as a consequence of any litigation, dispute or claim with respect to all or any part of the items sold by Seller to Buyer or anything done or omitted or claimed to have been done or omitted hereunder by Seller or anyone acting for Seller, including but not limited to, any claim of injury to person or property by reason of defects or infirmity in any such items or damage by reason of the failure of Buyer to perform promptly and satisfactorily its obligations.
All sales are made f.o.b. point of shipment, and each shipment or delivery shall be considered a separate and independent transaction. Buyer has risk of loss after delivery at f.o.b. point.
Within five (5) days after tender of, delivery to or receipt of any shipment and before any part of the material has been changed from its original condition, Buyer shall inform Seller in writing if the material is found defective or short in any respect. Failure to inform Seller or use of the material shall be conclusive that Seller has satisfactorily performed.
Claims for breakage, damage or loss in transit must be made to the transportation company by the consignee.
Shipping dates given in advance of actual shipment are estimated based on information received from our suppliers and shall not be deemed to represent fixed or guaranteed shipping dates. Delivery dates are not guaranteed and Seller shall not be liable to Buyer or the ultimate user for any claims arising from delay in shipment or delivery. If shortages should occur in Seller's supply of specific items, Seller may allocate its deliveries.
Unless otherwise noted, prices do not include any present or future sales, use, excise, value added or similar tax. Where applicable, all such taxes shall be paid by the Buyer.
Payment for items purchased by Buyer are due on or before the due date shown on each invoice. If paid on or before the date shown on each invoice with cash or cash equivalent, the applicable cash discount, if any, shown on the invoice may be deducted by Buyer when making such payment. If paid with credit card no cash discount is allowed. If payment is not received by the first of the month following the due date shown on the invoice, an amount equal to the percentage rate shown on the invoice, shall be charged on the unpaid balance of the invoice as a late payment service charge. If payment on past due invoices is made with a credit card, a convenience fee will be assessed. At any time, Seller, at its sole discretion, reserves the right to require Buyer to pay in full or in part in cash for items ordered prior to shipment or delivery.
No returns are accepted without prior authorization. A deduction to cover the cost of handling and restocking will be made in accordance with Seller's current Return Goods Policy.
All quotations are subject to change without notice, unless otherwise stated in writing, in a Quotation. Orders, whether or not placed on the basis of any quotation, are subject to Seller's acceptance.
All rights and remedies of Seller hereunder are in addition to Seller's other rights and remedies and are cumulative and not alternative. If goods are used in an application where failure of a single component could cause substantial harm to persons or property, Buyer agrees to indemnify and hold Seller harmless from liability for such harm whether as a result of breach of contract, warranty, tort (including negligence) or other grounds. The validity, performance, construction and effect of these terms and conditions shall be governed by Missouri law and any action based on a sale by Seller to Buyer shall be brought either in a State Court or a United States District Court located in Jackson County, Missouri. Buyer hereby waives venue in agreeing and consenting to venue in Jackson County, Missouri, and specifically and expressly agrees to jurisdiction of said Courts.
In the event it is necessary for Seller to employ an attorney or attorneys or incurs other expense it may deem necessary to enforce or protect its rights hereunder or to collect damages for breach of the terms and conditions set forth herein, Buyer hereby agrees to pay to Seller those attorneys' fees and expenses so incurred by Seller.