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TERMS AND CONDITIONS OF SALE
These terms and conditions of sale included below and on the reverse side ("Agreement") consist of a legal agreement between the purchaser listed on the reverse side (either an individual or a single entity) ("You/Purchaser") and Indelco Plastics Corporation, a Minnesota corporation ("Company"). By accepting delivery of the goods shown on this document, Purchaser acknowledges that he/she/it has read and agrees to be bound by this Agreement. If the Purchaser has submitted a Company Credit Application, the terms and conditions contained therein are incorporated as if fully set forth herein. No amendment may be made to this Agreement without prior written consent by Company.
Any changes or modifications written on this Agreement or requested by Purchaser are expressly rejected by Company. This Agreement and any documents specifically incorporated herein consist of the entire agreement and understanding between the Purchaser and Company and supersedes any prior or contemporaneous representations or agreements, written or oral.
EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY PROVIDES A LIMITED WARRANTY ONLY FOR PRODUCTS MANUFACTURED BY COMPANY AND ONLY TO THE EXTENT THAT THE PRODUCTS WILL BE FREE OF DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF ONE YEAR FROM SHIPMENT DATE ("LIMITED WARRANTY"). PURCHASER SHALL NOT BE ENTITLED TO THIS LIMITED WARRANTY IF NO WRITTEN NOTICE IS RECEIVED BY COMPANY BEFORE THE EXPIRATION OF THE LIMITED WARRANTY PERIOD. ALL PRODUCTS NOT MANUFACTURED BY COMPANY CARRY THE ORIGINAL MANUFACTURER'S WARRANTY (COPIES ON REQUEST) AND COMPANY IS NOT RESPONSIBLE FOR AND MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO PRODUCTS NOT MANUFACTURED BY COMPANY. THE LIMITED WARRANTY DOES NOT COVER THE EFFECTS OF NORMAL WEAR AND TEAR, ABUSE, ABRASION, CORROSION, EXTREME TEMPERATURES AND/OR IMPROPER STORAGE OR INSTALLATION.
During the period of the Limited Warranty, You may cease use and return the product to the Company via certified mail, UPS or hand delivery and post-marked (or hand delivered) on or before the last day of the Limited Warranty period, along with Your name, address and a copy of the shipping receipt to Company’s address on the reverse side of this Agreement and if the product has not been materially damaged or altered by You, the Company will either repair the product and return it to you or provide a full refund of the purchase price of the product in the form of a credit made to Purchaser’s account within forty (40) business days of Company’s receipt of the product. Company is not responsible for any payment of the refund if the product is not received by Company. Returned products which are not defective shall be returned to Purchaser and shall remain the Purchaser's responsibility, including transportation costs.
ANY DESCRIPTION OF GOODS ON THE FACE OF THIS DOCUMENT IS FOR THE SOLE PURPOSE OF IDENTIFYING THEM AND DOES NOT CONSTITUTE A WARRANTY OF ANY KIND. EXCEPT FOR THE LIMITED WARRANTY, THE PRODUCTS ARE PROVIDED AS IS AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE PURCHASER.
If an implied warranty or condition is created by your state and/or jurisdiction and federal or state/provincial law prohibits the disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE LIMITED WARRANTY PERIOD. NO WARRANTY OR CONDITION OF ANY KIND SHALL CONTINUE AFTER THE LIMITED WARRANTY PERIOD.
Except for any credit elected by Company during the Limited Warranty period or Approved Returns, YOU ARE NOT ENTITLED TO ANY ADDITIONAL DAMAGES, INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, LOST REVENUE OR PROFITS. Company and its suppliers’ entire liability, and Your exclusive remedy, for any return during the Limited Warranty period, Approved Return, any alleged breach by Company of this Agreement, whether arising under contract, tort (including negligence), strict liability, any statutory remedy, or any other cause of action whatsoever, or for any other alleged liability against Company relating to the products shall not exceed a full refund of Your purchase price of the product, to be determined at Company’s sole discretion.
Terms of Payment. The total purchase price stated on the reverse side of this Agreement is stated in U.S. currency and is due and payable in U.S. currency in the form of cash, or check within 30 days of the "Invoice Date," which is the date stated on the reverse side of this Agreement ("Due Date"). Credit card payments will be allowed within 5 business days of invoice date. All invoices and credit accounts which are not paid by the Due Date shall be assessed interest at a rate of 1-1/2% or the highest legal rate under state law, whichever is lower, for each month the invoice and/or the credit account remains unpaid after the Due Date. Any balance not paid within thirty (30) days after the Due Date shall be considered in "Default" and entitle Company the right to pursue legal action or transfer the account to collections on the amount in Default. No other price or credit terms shall apply unless provided in writing by Company. Any sales taxes will be reflected on the reverse side of this Agreement and added to the total purchase price.
Terms of Delivery. Unless the Purchaser and Company agree in writing otherwise, all shipments are F.O.B. point of original shipment. The risk of loss of goods, in the event of a breach or otherwise, passes to the Purchaser upon Company's delivery of the goods to the carrier for shipment. The Purchaser shall provide Company with the exact address of the place of delivery. Transportation charges when made freight prepaid by Company will be charged on the invoice as freight and handling. Transportation charges in all other cases will be paid by the Purchaser directly to the carrier.
Acceptance. Products shipped to Purchaser shall be subject to acceptance by Purchaser within ten (10) days of receipt of shipment ("Inspection Period"). Purchaser must promptly inform Company in writing of any product it believes is non-conforming, any shortages in the order, any products shipped in error or any other request for return by the Purchaser before the expiration of the Inspection Period ("Request for Return"). Upon receipt of a Request for Return, Company, at its sole discretion may either approve the Request for Return in writing ("Approved Return") or reject the Request for Return, but not to be unreasonably withheld by Company. Products received with no Request for Return during the Inspection Period shall be deemed accepted. All Approved Returns will include the issuance of a returned goods authorization number. This number must be clearly marked on the outside of all cartons containing returned goods. All Approved Returns not caused by Company's shipping error will be subject to handling and restocking charges and must be in clean, resalable condition with freight prepaid. Company will deduct the amount of all proper Approved Returns from the invoice or account of Purchaser, less any transportation, restocking and/or handling charges. Company will refuse any goods returned to Company without prior written approval and a returned goods authorization number clearly marked on each carton. The refused returns will be returned to the Purchaser. Products returned to the Purchaser for failure to observe this policy shall remain the Purchaser's responsibility. Non-standard, pipe, special order or custom-made products are not subject to cancellation once the order has been placed by the Purchaser or an Inspection Period.
Force Majeure. Company shall not be responsible for any expense, loss, or damage resulting from delay or prevention of performance caused by fires; floods; Acts of God; strikes; labor disputes; labor shortages; lack of or reasonable inability to obtain materials, fuel, supplies, or equipment; riots; thefts; accidents; transportation delays; an act of failure to act by the Government; a major equipment breakdown; or any other cause beyond the reasonable control of Company.
Disclaimer of Damages for Improper Use. Company shall not be responsible for damage to its products, or damage caused by its products, resulting from improper installation, maintenance, unintended use or attempts to operate such products beyond their mechanical or electrical capacity, intentionally or otherwise, or any unauthorized repair of its products.
Catalog/Website. All information, recommendations and suggestions appearing in Company's catalog or on its website are based upon tests and data believed to be reliable. However, it is the Purchaser's responsibility to determine the suitability of Company's products for each application. Company does not accept responsibility for the accuracy of the information contained in its catalog or on its website. Company reserves the right to change the prices set forth in its catalog or on its website at any time and without notice to the Purchaser or other customers. The catalog and website are not a part of this Agreement.
Breach and Remedies. Any failure by the Purchaser to tender full payment by the Due Date, or any breach of this Agreement by Purchaser shall entitle Company to pursue any or all of its remedies under the Uniform Commercial Code and applicable state and/or federal law. Company's remedies are cumulative and shall include, without limitation: (a) withholding delivery of products; (b) stopping delivery by the carrier; (c) reselling the products and recovering damages; (d) recovering damages for nonacceptance and/or nonpayment; (e) terminating this Agreement; (f) reclaiming delivered products and (g) Purchaser’s payment of attorneys’ fees, court costs or any other form of loss incurred by Company for Purchaser’s breach of this Agreement.
No Waiver. Any delay or failure by Company to enforce or pursue any or all of its remedies upon a breach by Purchaser shall not be construed as a waiver of Company's rights under this Agreement or applicable state law.
Assignment and Delegation. No right or interest under this Agreement may be assigned by either party without the written consent of the other party. No duty or obligation under this Agreement may be delegated or assigned by either party without the written consent of the other party. Any assignment or delegation not consented to in writing is void.
Severability. If any part of this Agreement is deemed unenforceable for any reason, the remainder of the Agreement shall remain in full force and effect.
Governing Law. This agreement shall be construed under and controlled in all respects by the law of the state in which Company's distributing warehouse, from which purchaser made his/her purchase, is located. Purchaser agrees that personal jurisdiction and venue shall lie in the county in which the distributing warehouse, from which Purchaser made his/her purchase, is located.