General Terms and Conditions
These General Terms and Conditions supersede any other contracts or documents and where a conflict exists between these General Terms and Conditions and any other contract document, these General Terms and Conditions shall govern.
NOTICE: All offers to sell, all acceptances of offers to purchase or acceptances of offers to sell and the sale of all products described in this document (“Products”) are made solely pursuant to the terms and conditions described below. Any purported acceptance by Seller of a purchase order is expressly conditional upon Purchaser’s acceptance of these terms and conditions of sale and delivery. Seller hereby objects to any and all additional or different terms and conditions of sale and delivery proposed by Purchaser. Purchaser will be deemed to have accepted these terms and conditions of sale unless it cancels its purchase order within five business days after receipt by seller.
1. Acceptance. All orders received by Seller are subject to final acceptance or confirmation by Seller and no terms or orders are binding upon Seller until so accepted. Written authorization to proceed with work is considered to be the same as a purchase order for purposes of these terms and conditions.
2. Deliveries/Shipments. All risk of loss to Products sold shall pass to Purchaser upon delivery by Seller. Title to the Products shall remain with Seller until Purchaser pays the Purchase price in full to Seller. Delivery is conditional on the timely receipt by Seller of documents necessary for the completion of the order, any down payment, and Purchaser’s compliance with these terms and conditions. Seller will use reasonable efforts to meet delivery schedules. Seller will not be liable for any delay in the performance of orders or contracts, or in the delivery or shipment of Products, or for any damages suffered by Purchaser by reason of such delay. Delivery is subject to Purchaser maintaining credit satisfactory to Seller. Seller may suspend or delay performance or delivery at any time pending receipt of assurances, including full or partial prepayment or payment of any outstanding amounts owed, adequate to Seller in its discretion, of Purchaser’s ability to pay. Failure to provide such assurances shall entitle Seller to cancel this contract without further liability or obligation to Purchaser. Quotations are based upon a single release/shipment of materials, if multiple releases/shipments are needed there may be additional fees to cover additional expenses.
3. Terms of Payment. The purchase price shall be due in full by Purchaser upon delivery or as otherwise provided in Seller’s offer to sell. Extensions of credit, if any, may be changed or withdrawn by Seller at any time. Invoices not paid on their date due will be subject to carrying charges which shall accrue and be added to the unpaid balance in the amount of one and one-half percent (1-1/2 %) per month of any overdue unpaid balance, or the maximum rate permitted by law, whichever is less. Purchaser shall reimburse Seller for the costs of collection, including, without limitation, reasonable attorneys’ fees, of any overdue amount owed by Purchaser to Seller, and such collection costs shall also be subject to the carrying charges. Purchaser may not hold back or set-off any amounts owed to Seller in satisfaction of any claims asserted by Purchaser against Seller.
4. A party bringing a legal action or proceeding against the other party arising out of or relating to this agreement or the transactions it contemplates must bring the legal action or proceeding in any court of the State of Missouri sitting in St. Louis County. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of Missouri sitting in St. Louis County and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to this agreement or the transactions it contemplates.
5. Cancellation/Changes. Purchaser may not cancel or change an order once placed with and accepted by Seller except with the prior written consent of Seller and upon terms that will indemnify Seller against any loss. Seller may correct mathematical, clerical or transcription errors.
6. NO OTHER EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES OF ANY TYPE, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, TITLE OR OTHERWISE, OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN (WHICH ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES) SHALL APPLY TO THE PRODUCTS.
7. Limitation of Liability. The Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Seller has been advised of the possibility of any such damage. In no event will the Seller’s liability exceed the price the Buyer paid to the Seller for the specific Goods provided by the Seller giving rise to the claim or cause of action. Any action by Purchaser under or relating to this Agreement or the Products sold must be commenced within one (1) year after such cause of action has accrued.
8. Entire Agreement. Seller and Purchaser acknowledge that these Terms and Conditions of Sale, together with Seller’s invoice, constitute the entire agreement between Seller and Purchaser with regard to the sale or transfer of the Products sold and supersede all prior oral or written statements of any kind made by the parties or their representatives. These Terms and Conditions of Sale and Delivery may not be amended, modified, or supplemented except by written agreement executed by Seller and Purchaser. The provisions of the Agreement are hereby deemed by the parties to be severable and the invalidity or unenforceability of one provision shall not affect the validity or enforceability of any other provision.
Sales Tax is the responsibility of the Buyer unless tax exempt certificate is provided. Payment terms are Net 30 days, subject to credit approval. This offer to sell is conditioned upon Buyer’s acceptance of the General Terms and Conditions contained herein and shall apply to H.C. Sharp Co., sale to Buyer of the goods described in the Agreement.