TERMS & CONDITIONS
1. General:
“Purchaser” (person or company identified as such in the agreement of which these terms & conditions form a part) agrees to be bound by all of the terms and conditions set forth herein. Any terms and conditions set forth in any purchase order or other document or any oral communication or written agreement which purports to be an addition to this Agreement which is inconsistent herewith shall not be binding upon Holder Electric Supply, Inc (“Seller”) unless made in writing and accepted by the signature of an authorized officer or manager of Seller. Any term or condition of sale contained in any document prepared by or received from Purchaser by Seller relating to the goods sold under this Agreement which is inconsistent with any term or condition of this Agreement is hereby rejected by Seller, and shall have no effect.
2. Payment:
Purchaser agrees to pay for all Products by the due date according to the terms of sale stated on each invoice or otherwise agreed to in writing with Seller. Payment terms shall be Net 30, unless other terms are stated. All accounts are due and payable at the address shown on Seller’s invoice. Credit availability shall be at the sole discretion of Seller and may be terminated or changed at any time by Seller. Seller specifically reserves the right to require payment in cash for any shipment or delivery should Seller so determine in its sole discretion. Purchaser agrees to pay late payment fees on all undisputed past due accounts at a rate of 1 ½% each month on the past due balance, but not to exceed the highest rate lawfully allowed. Acceptance of any payment from Purchaser without the accrued late fee included shall not be deemed to be a waiver of such accrued late fees. Any lien rights or legal remedies for non-payment asserted by Seller shall be governed by the laws of the state where the materials are delivered. In the event Purchaser defaults in payment, Seller may, in its sole discretion, suspend shipment of goods on order at such time. Purchaser shall be liable for all costs incurred by Seller in connection with such default including, but not limited to, attorney and collection agency fees.
3. Delivery:
All sales are made F.O.B. point of shipment, unless otherwise mutually agreed upon by Purchaser and Seller. Title and risk of loss shall pass to Purchaser at point of shipment. Each shipment or delivery shall be considered a separate and independent transaction. Special routing or special transportation methods requested by Purchaser may increase transportation costs. Such increases will be billed to Purchaser. Items quoted with transportation charges prepaid and allowed, are based on shipment that falls within the manufacturer’s transportation allowance policy, usually one shipment. Any change in quantities or destination, or special release, may cause a price increase to Purchaser. Acknowledged shipping dates are approximate only and based, in part, on prompt receipt of all necessary information from Purchaser. Delivery dates are not guaranteed and Seller shall not be liable to Purchaser or the ultimate user for any claims arising from delay in shipment or delivery, whether or not resulting from causes beyond Seller’s control, including, without limitation, fire, labor difficulties or delays in Seller’s usual sources of supply. All claims with regard to errors or defects in shipment must be made in writing within five (5) days of delivery or such claim will be barred. Claims for breakage, damage, or loss in transit must be made to the transportation company by the consignee. Once an order is placed with and accepted by Seller, the order cannot be cancelled, unless Seller consents in writing. If an order is cancelled, Purchaser shall reimburse Seller for any cost it incurs as a result of such cancellation, including but not limited to cancellation or restocking fees.
4. Warranties:
The goods sold by Seller are products of recognized manufacturers sold under their respective brand or trade name in accordance with their terms and conditions. Seller shall use its best efforts to obtain from each manufacturer, in accordance with the manufacturer’s warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of goods that may prove defective in material, design, or workmanship. The foregoing shall constitute the exclusive remedy of Buyer and the sole obligation of Seller. Except as to title, SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. Seller shall not, under any circumstances be liable for any special, direct, indirect, incidental, exemplary, liquidated, or consequential damages to persons or property arising out of or connected with the transactions contemplated hereby or the design, manufacture, subsequent sale or use of the goods, including, but not limited to, loss of profit or revenues, loss of use of the products, or any associated equipment, cost of capital, cost of substitute products, facilities, service, or replacement power, down time costs, or claims of Purchaser’s customers for such damages. Seller’s maximum cumulative liability relative to all other claims and liabilities, including that with respect to direct damages and obligations under any indemnity, whether or not insured, will not exceed the cost of the goods or services giving rise to the claim of liability. Seller disclaims all liability relative to gratuitous information or services provided by, but not required of seller hereunder. If Purchaser transfers title to or leases the products sold hereunder to any third party, Purchaser shall indemnify and defend Seller and its suppliers against any such damages.
5. Pricing:
Prices quoted are valid for 30 days unless otherwise specified. Products subject to tariff or containing commodity materials (copper, steel, aluminum, resin, etc.) are subject to increase if the tariff or commodity price has changed between the quotation date and the order date. Prices and other information shown in any of Seller’s catalogs, brochures and websites are subject to change without notice and to confirmation by specific quotation. Those publications are not offers to sell and are maintained only as a source of general information. In addition, Purchaser shall pay the gross amount of any present or future sales, use, excise, value-added or similar tax applicable to the price, sale, or delivery of any product or service furnished here under, or to their use by Seller to Purchaser, or Purchaser shall furnish Seller with a tax exempt certificate acceptable to the taxing authorities.
6. Country of Origin:
It is Purchaser’s responsibility to advise Seller in writing whether there are any requirements regarding country of origin for the goods supplied by Seller. Upon request, Seller will provide country of origin information so that Purchaser may determine compliance with any applicable governmental requirements or regulations. By purchasing goods without advising Seller of any country of origin requirements, Purchaser represents that it has authority to make such purchase and has complied with all applicable procurement regulations.
7. Returns:
Only returns requested by Purchaser and approved by Seller in writing will be permitted. Goods returned for any reason other than a warranty claim may be subject to a restocking charge to compensate Seller for its reasonable costs incurred with respect to such return. Under no circumstances will goods be accepted for return after 30 days from the date of shipment. Seller will not accept returns of wire cut to specified lengths at Purchaser's request.
8. Design Disclaimer and Change of Supplies:
Holder Electric does not fill orders based on plans, specifications, or drawings for buildings or projects. Holder Electric is not responsible for improper engineering, construction, design, or drawing on projects. Holder Electric fills Offers in accordance with a Lighting Schedule or other Bill of Material specifically for Supplies. Holder Electric does not warrant that the Supplies will meet plans, specifications or drawings or any other description not specific to an agreed upon Lighting Schedule or Bill of Material specifically for Holder Electric’s Supplies. Buyer agrees that Holder Electric shall be entitled to increase the price of any Supplies or Purchase Order due to any change or substitution request by Buyer, Buyer’s end user, or Buyer’s contractors related to any (i) variance with the Offer; (ii) change in the specification of the Supplies, or (iii) change in manufacturer, or change in the products (collectively “Change in Supplies”). The risk of price increase due to change in supplies shall be solely on buyer and and buyer agrees that such price increases shall be paid as invoiced and set forth in Section 2.
9. Limitation of Liability:
IN NO EVENT WILL HOLDER AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, DISTRIBUTORS, RESELLERS, SUCCESSORS OR ASSIGNEES BE LIABLE FOR THE FOLLOWING DAMAGES: LOST PROFITS, DELAY DAMAGES, THE COSTS OF COVER, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES. THIS LIMITATION AND EXCLUSION APPLIES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATING TO THE SALE OR DISTRIBUTION OF ANY SUPPLIES OR PROVISION OF ANY SERVICES. IN ANY CASE, REGARDLESS OF THE THEORY OF LIABILITY ALLEGED OR THE ALLEGED DAMAGES, THE TOTAL AGGREGATE LIABILITY RELATED TO ANY SUPPLIES OR SERVICES, INCLUDING ATTORNEY’S FEES, SHALL NOT EXCEED FIFTY PERCENT OF THE AMOUNTS PAID BY BUYER TO HOLDER ELECTRIC FOR THE SUPPLIES OR SERVICES.
10. Waiver of Jury Trial:
In the event of litigation relating to this Agreement or the goods sold hereunder, Purchaser hereby agrees, to the extent permitted by law, to waive any right that it may have to a jury trial on any and all issues that may be raised in such litigation.
11. Severability:
The invalidity of any provision of this Agreement shall not invalidate or render unenforceable any other provision of this Agreement.
12. Governing Law:
All orders are subject to acceptance by Seller and this Agreement shall in all respects be governed by and construed under the laws of South Carolina.