Terms & Conditions
1. DELIVERY. Title to all goods shall pass to Buyer upon delivery to the common carrier making delivery to the Buyer’s place of business upon delivery to such
common carrier for F.O.B. origin shipments. It is the buyer’s responsibility to count and inspect goods immediately upon receipt and note all shortages and damages on invoice before accepting delivery. HSG Safety Supplies, Inc. will not be responsible for any shortages or damages and will only interface with the freight company as an accommodation to Buyer when an invoice is properly signed and noted regarding short and damaged goods. Seller shall not be liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of Seller. These causes shall include without limitation, acts of God, acts or omissions of Buyer or civil or military authorities, delays in transportation, or inability to obtain necessary labor, materials or supplies. If any such delay occurs, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of such delay without penalty to Seller. Seller shall be entitled to refuse to ship goods or to delay shipments for failure by Buyer to pay within the agreed-upon terms any payments due Seller, whether on this or any other contract between Seller and Buyer. Seller shall have the right to deliver all goods covered hereby at one time or in installments from time to time, within the time for delivery provided in the applicable order.
2. CANCELLATION. Orders accepted by Seller may be canceled by Buyer only upon written consent of Seller. In the event of cancellation or other withdrawal of an order for any reason, and without limiting any other remedy which Seller may have under the Uniform Commercial Code of California as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges, which shall include all expenses incurred by Seller, shall be paid by Buyer to Seller.
3. RETURN POLICY. Approval must be obtained from Seller prior to the return of any goods. All returns will be assessed a 20% fee and must be in full unopened original packaging. All goods returned without such approval will be refused automatically. Any problem with goods received must be reported to Seller within two (2) business days of receipt. No returns allowed after 30 days from the invoice date. Special orders and custom imprinted products will not be accepted for returns unless they are defective.
4. TERMS. Terms of payments vary on customer account. If account is setup up to Net 0, prepayment is required before goods will be shipped. Customers with Net 30 terms are due within 30 days of invoice date unless otherwise specified by Seller in writing. In the event that payment is not received within such 30 day period, any unpaid balance shall commence to bear interest at the rate of ten percent (18%) per annum beginning the 31st day after delivery.
6. INSPECTION AND ACCEPTANCE OF GOODS. Buyer shall be responsible for conducting the final inspection and acceptance tests with respect to goods
delivered, if necessary. These tests shall be completed promptly and in no event later than 2 business days after delivery, at which time Buyer must either accept or
reject goods in accordance with the terms of Paragraph 10 below.
7. SELLER’S RIGHT TO INCREASE PRICES. If extraordinary increases in the market price of fuels, raw materials, equipment or other production costs occur, Seller shall have the right and Buyer shall have the obligation to renegotiate in good faith the prices of the goods hereunder not yet shipped, and if, in good faith, agreement is not reached, Seller shall have the right to cancel this agreement without liability.
8. BUYER’S TERMS AND CONDITIONS. Seller desires to provide its customers prompt and efficient service. However, to negotiate individually the terms and
conditions of each sales contract would substantially impair Seller’s ability to provide such service. Accordingly, goods furnished and services rendered by Seller are done so only on the terms and conditions expressly stated herein. Notwithstanding any terms or conditions on any order, form or contract provided by Buyer, and notwithstanding any provisions in Buyer’s order, form or contract making the formation of a contract conditional on additional terms contained therein, Seller’s performance of any contract is expressly made conditional on Buyer’s agreement to Seller’s Terms and Conditions of Sale as set forth herein, unless otherwise specifically agreed to in writing by Seller. Commencement of performance and/or delivery on terms other than those stated herein shall be for Buyer’s convenience only,and shall not be deemed or construed to be acceptance of Buyer’s terms and conditions, or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance of any goods or services shall be deemed acceptance by Buyer of the terms and conditions stated herein.
9. TAXES. Seller’s prices do not include sales, use, excise or similar taxes for reseller accounts. For end user accounts sales tax is calculated for state of California. Buyer is responsible for any taxes not collected by seller.
10. LIMITED WARRANTY. SELLER HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING IN FACT OR BY OPERATION OF LAW AS TO THE CONDITION, DESIGN, OPERATION, MERCHANTABILITY, QUALITY OF THE MATERIALS OR WORKMANSHIP, OR FITNESS FOR USE FOR THE BUYER’S PARTICULAR PURPOSE, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, WHICH DOES
NOT APPEAR ON THE FACE HEREOF, AND SELLER SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE GOODS DELIVERED HEREUNDER. SELLER SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGE OR LOSS DUE TO DELAY IN DELIVERIES, DELAY IN SERVICE, OR USE OR INTERRUPTION OF USE OR BUSINESS, OR LOSS OF PROFITS OR ANY OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES. BUYER HEREBY WAIVES, RELEASES, RENOUNCES, AND DISCLAIMS EXPECTATION AND RELIANCE
UPON ANY SUCH WARRANTY OR WARRANTIES.
11. REMEDIES. If Seller breaches its obligation as set forth herein, Seller’s sole and exclusive maximum liability shall be (at Seller’s option) to repair, replace, or credit Buyer’s account for any goods which are returned by Buyer provided that (a) Seller is promptly notified in writing upon discovery by Buyer that such goods fail to conform to this agreement with a detailed explanation of any alleged deficiencies, (b) such goods are returned to seller F.O.B. Seller’s plant from which goods were shipped, and (c) Seller’s examination of such goods discloses that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper handling, unauthorized repair or improper testing by Buyer. If such goods fail to conform, Seller shall reimburse Buyer for the transportation charges paid by Buyer for such goods. If Seller elects to repair or replace such goods, Seller shall have a reasonable time to make such repair or replacement. Such repair, replacement, or credit shall constitute fulfillment of all liability of Seller to Buyer whether based in contract, tort, indemnity, statutory provision or otherwise.
12. CONFIDENTIAL INFORMATION. Neither Seller nor Buyer shall publicly announce or disclose the existence of this agreement or its terms and conditions, or
advertise or release any publicity regarding this agreement, without the prior written consent of the other party. This provision shall survive the expiration, termination or cancellation of this agreement. Buyer shall not use, duplicate or disclose any information delivered or disclosed by Seller to Buyer for any purpose other than the operation or maintenance of goods purchased by Buyer without Seller’s prior written consent.
14. DISPUTES. All disputes under any agreement concerning the goods not otherwise resolved between Seller and Buyer shall be resolved in a court of competent
jurisdiction in Los Angeles, California, and in no other place, provided, however, that in Seller’s sole discretion such action may be heard in some other place designated
by Seller (if necessary to acquire jurisdiction over third persons), so that the dispute can be resolved in one action. Buyer agrees to appear in any such action and hereby consents to the jurisdiction of such court. No action arising out of, or in any way connected with the goods furnished or services rendered by Seller, regardless of form, may be brought by Buyer more than one (1) year after the events resulting in the cause of action occurred.
16. GOVERNING LAW. This agreement and the performance of the parties hereunder shall be construed in accordance with the laws of the State of California.
17. NOTICES. Any notices to be delivered pursuant to the terms hereof shall be in writing and shall be served upon Seller by personal service, or by leaving a copy
of such notice at the address set forth below, whereupon service of the notice shall be deemed completed, or by mailing a copy of such notice by certified mail or
registered mail, postage prepaid, with return receipt requested, addressed as follows:
HSG Safety Supplies, Inc.
1000 E Grant Line Rd Ste 100
Tracy, CA 95304