Terms and conditions
Purchaser hereby buys pursuant to the terms and conditions herein stated, the goods referred to on the reverse side hereto, for which Purchaser shall pay to Willow Electrical Supply, Inc. , the indicated purchase price at Chicago, Illinois, on the following terms and conditions.
PAYMENT TERMS. Payment in full shall be made on or before the 10th day of the month following the month hereof (hereinafter referred to as the “delinquency date”). Title to said goods remains and shall remain in Willow Electrical Supply, Inc. and shall not vest in Purchaser until payment in full shall be made. Each item purchased hereunder is purchased at the net price indicated, unless a discount is explicitly noted by Willow Electrical Supply, Inc. in writing hereon. No discount on excise or sales tax.
- SHIPMENTS. All claims for breakage, loss in transit or other such damage must be filed with the transportation company making delivery of said goods within five (5) days of Purchaser’s receipt of such goods. All direct shipments from manufacturers or wholesale suppliers are F.O.B. point of shipment, and responsibility for filing claims with such manufacturer or supplier or carrier, as the case may be, rests with Purchaser. All deliveries by Willow Electrical Supply, Inc. are F.O.B. place of delivery and risk of loss for all sales is on Purchaser after delivery F.O.B. point. Factory shipping dates given in advance of actual shipment are estimates by the manufacturer and shall not be deemed to represent fixed or guaranteed shipping dates.
- RETURNS. No goods may be returned without the written consent of Willow Electrical Supply, Inc., which consent when given, shall be understood only as (a) acceptance for credit of the goods in the same condition as they were when delivered hereunder, (b) upon the payment by Purchaser of all transportation charges with respect to the delivery and return of said goods, (c) a minimum 25% handling charge, and (d) in addition, purchaser must provide proof of purchase. In no circumstance will goods made to order be accepted for return.
- WARRANTIES. Since the goods sold hereunder are not manufactured by it, Willow Electrical Supply, Inc. makes no warranties or representations, either express or implied, as to these goods, including as to workmanship, performance, quality, durability, fitness for purpose or merchantability for any of the articles it sells. This disclaimer is for all liabilities including, among other, liability for consequential, incidental and special damages. The only warranties applying to such articles are those, which are written and are specifically provided by the manufacturer’s warranties. THE WARRANTY EXPRESSED IN THIS PARAGRAPH 5 IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND WILLOW ELECTRICAL SUPPLY, INC. MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
- TAXES. The price for goods does not include any sales, use or other taxes or charges payable to state or local authorities. The extent that such taxes do not appear as an additional separately itemized charge, Purchaser certifies that the sale of the goods is exempt from such taxes and Purchaser assumes the liability for any such tax which may be found to be due, hereby agreeing to indemnify and hold Willow Electrical Supply, Inc. harmless with respect thereto.
- SERVICE CHARGES. A service charge in the amount of the lesser of 1-1/2% per month (18% per annum), or the maximum allowed by law, will be added to all unpaid invoices that are 30 days past the delinquency date.
- OTHER TERMS AND CONDITIONS. No terms and conditions other than those herein stated, and no agreement or understanding, in any way purporting to modify these terms or conditions, shall be binding upon Willow Electrical Supply, Inc. unless consented to in writing by a duly authorized representative of Willow Electrical Supply, Inc. OUR ACCEPTANCE OF PURCHASER’S PURCHASE ORDER IS EXPRESSLY MADE CONDITIONAL UPON YOUR ASSENT TO THESE TERMS AND CONDITIONS.
- NO WAIVER PRESUMED. Regardless of any delay or omission to exercise any right or power hereunder, no provision hereof shall be deemed waived by Willow Electrical Supply, Inc. unless such waiver is in writing and endorsed hereon by Willow Electrical Supply, Inc.; nor shall any such waiver be construed to be a waiver by Willow Electrical Supply, Inc. of any succeeding breach or default.
- EXTENSION OF CREDIT. Purchaser hereby freely offers to Willow Electrical Supply, Inc. certain information submitted separately for the purpose of inducing Willow Electrical Supply, Inc. to afford the credit extended herby and subsequently hereto as well, together with permission to investigate the truthfulness thereof, but with the understanding that Willow Electrical Supply, Inc. may rely thereon without reliance on any other source of information. Willow Electrical Supply, Inc. may withdraw credit from Purchaser at any time for any reason whatsoever or without reason, and shall not be liable for any such action on its part.
- REMEDIES NOT EXCLUSIVE. Willow Electrical Supply, Inc. shall have all lien rights or other remedies provided by statute, law and equity. The rights and remedies hereby created are cumulative and the use of one remedy shall not be taken to exclude or waive the right to the use of another.
- PARTIAL INVALIDITY. If any provision or part of this instrument shall be declared invalid by a court of competent jurisdiction, such invalidation shall not affect the valid provisions hereof.
- COSTS AND EXPENSES. Purchaser shall pay and discharge all costs, expenses and attorney’s fees, which shall be incurred and expended by Willow Electrical Supply, Inc. in enforcing the covenants and agreements of this contract, whether by the institution of litigation or in the taking advice of counsel, or otherwise.
- ILLINOIS LAW CONTROLS. This is an Illinois instrument and shall be construed under the laws of the State of Illinois.