These Terms and Conditions of Sale (the “Terms”) are the only terms which govern the sale of goods (“Goods”) by Civil Supply Company or any Civil Supply Company subsidiary (the “Seller”) to any customer (the “Buyer”) and apply to all sales transactions between Seller and Buyer unless otherwise specifically agreed to in writing by both parties. Any quotation, order acknowledgment or the like issued by the Seller (the “Sales Confirmation”) and these Terms (collectively, the “Agreement”) comprise the entire Agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of the Buyer’s general terms and conditions of purchase regardless of whether or when the Buyer has submitted its purchase order or such terms. Fulfillment of the Buyer’s order does not constitute acceptance of any of the Buyer’s terms and conditions and does not serve to modify or amend these Terms.
The Goods will be delivered within a reasonable time after receipt of Buyer’s purchase order, subject to availability of said Goods. Seller shall not be liable for any delays, loss or damage in transit. Title to, and risk of loss of Goods shall transfer to Buyer upon tender of Goods to Buyer or Buyer’s representative
All manufacturer defects must be communicated to Seller upon receipt of Goods. Defective items shall be reviewed by Seller, Manufacturer and Purchasing Contractor so that Seller replace the defective items at the original, quoted unit price.
All prices in Seller’s catalog or in Seller’s quotes are subject to change without notice, and all such prices expire and become invalid if not accepted within 30 calendar days from the date of issue, unless otherwise noted by Seller in writing. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, tariffs, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs tariffs, duties and taxes.
Buyer shall pay all invoiced amounts due to Seller within the payment terms noted on Seller’s invoice and shall remit to Seller’s “Remit To” address in US dollars. All past due amounts will be subject to a service charge accruing at a rate of up to 1.5% per month. Buyer shall not withhold payment of any amounts due a payable as invoiced by Seller by reason of any set-off of any claim or dispute with Seller.
Standard and Stock Items shall be returnable for credit on the Buyer’s account, so long as previously authorized by Seller. Original shipping charges incurred shall not be credited to Buyer’s account. Buyer shall be responsible for returning items to Seller’s facility of origin. Special Order and Non-Stock Items shall be returnable for credit on the Buyer’s account upon written authorization by Seller’s duly authorized representative and the Material Manufacturer or Vendor Partner. Special Order and Non-Stock Items shall be subject to a 25% restocking fee. Buyer shall be charged for any shipping costs to return items to their place of manufacture. Custom Items delivered to Buyer or picked up by Buyer at Seller’s facility free of manufacturer defect shall not be eligible for return. Any materials returned by Buyer in a condition deemed unsellable by Seller will not have credit issued for the that specific item. Buyer credit account must be established before the time of original purchase from seller for materials to be eligible for return.
Seller is a supply company only and as such, does not provide any warranty for the Goods it supplies. Notwithstanding this “As-is” limitation, Seller shall pass through to Buyer any transferable manufacturer’s standard warranties with respect to Goods purchased. Buyer shall seek recourse exclusively from manufacturers in connection with any defects in or failures of Goods and this shall be the exclusive recourse of Buyer. Seller excludes and disclaims all other express and implied warranties, including, but not limited to, all implied warranties of merchantability and fitness for a particular purpose.
Buyer shall indemnify, defend and hold harmless the Seller and its employees, officers, directors, and agents from any suit, cause of action, arbitration, mediation proceeding, judgment or claim for damages to property or bodily injury, loss of life, infringement, liability of any nature, costs, fines, penalties, and expenses, including reasonable attorney fees and any other cost of litigation to the extent caused directly by the negligent act or omission or intentional misconduct of the Seller.
All matters arising out of or relating to this Agreement is governed by and construed in accordance with the law of the State of Indiana without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Products, and any successor thereto, shall not apply.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidat0e or render unenforceable such term or provision in any other jurisdiction.
contacts
phone: 812-550-0801
Indianapolis: 2828 N Catherwood Avenue, Indianapolis, IN 46219
E-mail: jroberts@civilsupply.com
AN EQUAL OPPORTUNITY EMPLOYER