Buckles-Smith Electric Co.

General Terms & Conditions of Sale

PARTIES – “Distributor” shall mean Buckles-Smith Electric Co. (and its subsidiaries and affiliates).  “Buyer” shall mean the entity or person submitting the purchase order to Buckles-Smith Electric Co.

ACCEPTANCE – Buyer acknowledges and agrees that these General Terms and Conditions of Sale (“Agreement”) shall apply to all sales of products and/or services by the Distributor.  If Buyer accepts the products and/or services which are subject to this Agreement, Buyer shall be deemed to have accepted the Agreement including these General Terms and Conditions in their entirety without modification.  Any additional or different terms or conditions set forth in Buyer’s purchase order or other documentation not provided by Distributor will not be binding upon Distributor, unless specifically agreed to in writing by an authorized representative of Distributor.

QUOTATION – Written quotations are valid for thirty (30) days from the date of the quotation unless otherwise noted on the quotation.  Distributor shall have the right to withdraw any quote which has not been accepted by Buyer.  Quotations for “volatile” commodity products, such as copper building wire, are valid for 24 hours from quote date.

DELIVERY – Shipping dates furnished by Distributor are approximate and shall not be deemed to be fixed or guaranteed.  Shipment of product will be made F.O.B. (a) Distributor’s facility, (b) Distributor’s supplier’s facility when products are shipped directly from the manufacturer or (c) as otherwise indicated per Distributor’s quotation or order acknowledgment.  All claims for shortages, damages and shipment errors made by deliveries on Distributor’s trucks must be reported to Distributor within 5 business days of shipment.  Claims for shortages, damages or non-delivery made by common carriers must be made to the carrier by the Buyer.

PRICES AND TAXES – Buyer agrees to pay the prices quoted by Distributor, and is responsible for additional applicable shipping and handling charges, and taxes.  Distributor shall collect applicable taxes unless Buyer submits a valid tax exemption certificate, and indicates which goods are “tax exempt”. 

PAYMENT – Payment terms are Net 30 days from the invoice date or upon terms approved by Distributor in writing.  Late payments are subject to a service charge equal to 1.5% per month (Max. 18% per annum) of the maximum amount permitted by law, if less, until paid.  Distributor reserves the right at any time to suspend credit, change credit terms or terminate the Agreement or any purchase order, when, in Distributor’s sole opinion, Buyer’s financial condition so warrants. 

CREDIT CARDS – Credit Cards will be accepted at the time of order from the Buyer.  Credit cards are not eligible for any payment discounts or special terms.  A customer who chooses to pay for an order more than 3 (three) days after invoicing, is subject to the credit card fee of 2.5% of the total purchase price.

WARRANTIES – Distributor warrants that all goods sold are free of any security interest and will make available to Buyer all transferable warranties (including without limitation warranties with respect to intellectual property infringement) made to Distributor by the manufacturer of the goods.  DISTRIBUTOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR PURPOSE AND MERCHANTABILITY.

LIMITATION OF LIABILITY – Buyer’s remedies under this agreement are subject to limitations contained in manufacture’s terms and condition to Distributor, a copy of which will be furnished upon written request.  Furthermore, Distributor’s liability shall be limited to either repair or replacement of the goods or refund of the purchase price, all at Distributor’s option, and IN NO CASE SHALL DISTRIBUTOR BE LAIBLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.  In addition, claims for shortages, other than loss in transit, must be made in writing not more than five (5) days after receipt of shipment.

RETURN OF PRODUCT – All returns will be pursuant to Distributors instructions.  Buyer must contact Distributor for a Return Material Authorization (RMA) prior to returning any product.  All returns must reference the RMA number along with the original invoice number and the reason for return.  Non-warranty returns of normal stock products will be subject to Distributors return policies in effect at the time, including applicable restocking and transportation charges and other conditions of return.  Products must be in their original cartons, unopened, unused and in resalable condition.

FORCE MAJEURE – Distributor shall not be liable for any loss or damage as a result of any delay in shipment, delivery or installation due to any cause beyond Distributor’s reasonable control, including without limitation, acts of nature, embargo or other governmental act or authority, regulation or request, transportation delays, insolvency or other inability to perform by Distributor’s Vendor, or any other commercial impracticality.  In the event of such delay, the date of performance shall be extended for a period equal to the time lost by reason of delay, plus a reasonable time for resuming performance.

GOVERNING LAW – This Agreement is governed by the law of the State of California, which law shall apply with respect to resolution of any and all disputes arising from or related to the terms of the Agreement or the subject matter to which it pertains.