Phone: 937-492-3195
Fax: 937-498-1360
Email: mro@gateway-supply.com
Home Page: http://www.gateway-supply.com
Gateway Supply Terms & Conditions.
Terms And Conditions Of Sale "Us" or "we" refers to Gateway Supply Co. Inc., as seller. "You" refers to you or your company, as purchaser.
CONTRACT. Acceptance of any order from you for purchase of products from us is expressly made conditional on your assent to these "Standard Terms and Conditions of Sale," and we agree to furnish products only upon these terms and conditions. Any terms or conditions in your purchase order, acknowledgement, or any other writing pertaining to any such order, regardless of its wording or when received by us, which are in conflict or inconsistent with or add to these terms and conditions, are not acceptable and will not become a part of any resulting Contract. Neither acknowledgement of or return of a copy of your purchase order or other form, regardless of its wording, nor the filling and shipment of such order, shall constitute acceptance of such conflicting, inconsistent, or additional terms, nor shall they in any way operate to modify or change the full effect of these terms and conditions. Acceptance by you of any products from us shall be deemed to be your assent to these terms and conditions. We reserve the right to refuse any order.
SHIPPING DATES. Shipping dates are approximate and are based upon prompt receipt of all necessary information. We shall not under any circumstances be responsible for any damages for any delays in shipments, regardless of the cause of such delays, including but not limited to direct, indirect, incidental, or consequential damages.
Back Charges; Warranties.
Back charges will not be accepted and we shall have no liability for back charges unless a request has been submitted in writing and in advance by you and unless both the validity and amount of the back charges are authorized in advance and in writing by us. Any obligation of us with respect to back charges shall be subject to the provisions of this section 3.
We shall have no obligation to ensure that any product purchased from us meets any special quality assurance specifications and/or other requirements unless such specifications and/or other requirements are set forth in writing as part of our Quotation or Acknowledgement or are otherwise expressly accepted in writing by us.
We make no warranty with respect to any material furnished by or on behalf of you or supplied to us by any other person, but we assign, to the extent assignable, any warranties extended by any other person with respect to such material.
In the event of conflict between shop drawings that have been approved by you and by us and any other specifications, such shop drawings shall control.
We warrant to you that all products manufactured by us will be free from defects in material and workmanship for a period of one (1) year from the date of shipment. All warranty claims must be submitted to us within ten (10) days of discovery of defect within the warranty period or shall be deemed waived.
OUR SOLE OBLIGATION UNDER THESE WARRANTIES SHALL BE TO ISSUE CREDIT, REPAIR, OR REPLACE ANY MATERIALS THAT WE DETERMINE TO BE DEFECTIVE AT THE TIME OF SHIPMENT. WE HAVE THE SOLE RIGHT TO DETERMINE WHETHER SUCH MATERIAL SHALL BE REPAIRED OR REPLACED OR WHETHER CREDIT SHALL BE ISSUED. NO ALLOWANCE SHALL BE MADE FOR ANY LABOR CHARGES OF YOU FOR REPLACEMENT OF MATERIALS, ADJUSTMENTS OR REPAIRS, OR ANY OTHER WORK UNLESS ADVANCE WRITTEN AUTHORIZATION FOR SUCH ALLOWANCE IS GIVEN BY US. IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.
These warranties shall not apply to any product which has been subjected to misuse, misapplication, neglect (including but not limited to improper maintenance and storage), accident, improper installation, or used for other than the express purpose for which it was designed and constructed, modifications (including but not limited to use of unauthorized parts or attachments), adjustments, or repair. Identifiable items manufactured by others but installed in or affixed to our products are not warranted by us but bear only the express warranty, if any, of the manufacturers thereof.
CAUTION: Use of compressed air or gas in PVC/CPVC pipe and fittings can result in explosive failures and cause severe injury or death. Never use compressed air or gas in PVC/CPVC pipe and fittings. Never test PVC/CPVC pipe and fittings with compressed air or gas, or air over water boosters. Only use PVC/CPVC pipe fittings for water and approved chemicals.
THE WARRANTIES SET FORTH IN THIS SECTION 3 ARE EXPRESSLY IN LIEU OF ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, AND THERE ARE NOT EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. OUR WARRANTY AND REMEDIES AS SPECIFIED HEREIN ARE YOUR SOLE REMEDIES, WHETHER UNDER THEORIES OF BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.
Risk of Loss.
Risk of loss, theft, destruction, or damage to products sold by us shall pass to you upon delivery of such products by us to a shipper or carrier for delivery to you regardless of who bears the cost of freight.
We assume no risk of loss, theft, damage, or destruction to materials that are owned by you or others upon which we perform work, either prior to the delivery of the products to our place of business or subsequent to the delivery by us to a shipper or carrier for delivery to you. We further assume no risk of loss, theft, damage, or destruction to the materials subsequent to the delivery of the materials to us and prior to the delivery of the materials from us to a shipper or carrier for delivery to you, except that we agree to exercise reasonable care with respect to these materials while in our possession and control.
Transportation and Acceptance. All transportation expenses shall be paid by you. You are responsible for making all in-transit damage claims to the carrier. You shall be on site upon delivery and shall be responsible for unloading the products. If within twenty-four (24) hours of delivery you have not provided us with an itemized written notice of objection to the condition of the products or as to any shortage of products, you shall be deemed to have accepted the products as satisfactory in all respects. No products may be returned to us unless authorized in writing by us.
Storage Charges. You shall pay us storage charges for products and materials stored beyond specified delivery dates.
Purchase Price. Unless otherwise stated by us, prices, terms of payment, and pricing policies will be in accordance with our standard pricing policies in effect at the time of shipment. Unless specified to the contrary in writing by us, our standard payment terms are net 30 days from date of invoice.
Payments.
If, in our judgment, your financial condition at any time does not justify continuance of production or shipment on the terms of payment originally specified, we may required full or partial payment in advance, and, in the event of your bankruptcy or insolvency or in the event any proceeding is brought by or against you under the bankruptcy or any insolvency laws, we shall be entitled to cancel any order then outstanding and shall received reimbursement for its cancellation charges.
Notwithstanding any provision in any Quotation to the contrary, we reserve the right to ship our order and make collection by sight draft with bill of lading attached.
Each shipment shall be considered a separate and independent transaction, and payment therefore shall be made accordingly. If shipments are delayed by you, payments shall become due on the date when we are prepared to make shipment. If the work covered by a purchase order is delayed by you, payments shall be made based on the purchase price and the percentage of completion. Material held for you shall be at your risk and expense.
Cancellation or Changes. If you desire to cancel or change your order, including but not limited to reducing quantities, changing specifications or options, or rescheduling delivery, any such cancellation or change may only be made upon written notice to us and we shall be entitled to recover, without duplication, the purchase price for any portion of order that has been completed, the actual costs incurred by us which are properly allocable or apportionable under recognized commercial accounting practices to terminated work (including the cost of discharging liabilities) plus a profit of fifteen percent (15%), the costs and expenses incurred by us in making settlement hereunder and in protecting property in which you have no interest, and the increased costs incurred by us by reason of a revision in any delivery schedule.
Security Title. Title to all material shall remain in us until payment in full therefore is made by you. Failure to make any payment or payments as provided shall entitle us to cease and stop shipments without notice to you, and you consent that we shall be and are hereby authorized to retake possession and custody of any shipments already made and/or received by you and upon written notice to you, cancel the balance and/or unexecuted portion of the Contract and hold you liable for any and all damages incurred as a result of or in any manner growing out of your default or failure to so pay.
No Design Responsibility. We shall under no circumstances be liable or responsible for design on any job or project.
No Quantity Warranty. We do not warranty conformity of the quantities shown on the Quotation to the plans and specifications for the project. You must verify the accuracy of the quantities.
Extra Orders. Orders for material in addition to the original Contract (extra orders) are subject to the same conditions as the original order, except that all freight charges shall be paid by you.
No Field Installation; No Retainage. This Contract does not include field installation, and there is no retainage allowed.
Taxes. Our prices do not include sales, use, excise, or similar taxes. Consequently, in addition to the price specified herein, the amount of any present or future sales, use, excise, or other tax applicable to the sale or use of the material or services sold hereunder shall be paid by you, or in lieu thereof you shall provide us with a tax-exemption certificate acceptable to the taxing authorities. You shall hold us harmless from all such taxes.
Limitation of Liability. Our liability for any claim of any kind, including negligence and breach of warranty, for any loss or damage resulting from, arising out of, or connected with this Contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair, or use of any material covered by or furnished under this Contract shall in no case exceed the price allocable to the product, material or part thereof which gives rise to the claim. We shall not be liable for any actions or any failure to act due to causes beyond our reasonable control, including but not limited to acts of God, your acts, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, car shortages, and inability due to causes beyond our reasonable control to obtain necessary labor, materials, or processing facilities.
Interest Charges. Should you fail to timely pay us any required payment, you shall also pay us interest on such delinquent payment at 1 1/2% per month or the highest rate permitted by law.
Assignment. You shall not assign, transfer, pledge, or otherwise dispose of this Contract or any interest herein without our prior written consent in each instance.
Indemnity. You shall indemnify, defend, and hold us harmless, and our officers, directors, agents, employees, from and against all claims, damages, liability and costs (including attorney's fees) relating to (a) your breach or non-performance of any provision of this Contract; (b) your possession, repair, maintenance, use, or installation of the material; or (c) injury, death, or sickness to persons or damage to property resulting from any act or omission of you.
Remedies. In the event you default on this Contract, we shall have available all rights and remedies at law or in equity. You agree to pay us all costs and expenses, including attorney's fees, incurred by us in exercising any of our rights and remedies. No failure on our part to exercise and no delay in exercising any right or remedy shall operate as a waiver thereof. No waiver by us of any default shall constitute a waiver by us of any additional or subsequent default.
Equal Employment. We hereby agree to take affirmative action to comply with all current equal employment laws, regulations, and executive orders of the federal, state, and local governmental bodies which have made it unlawful to discriminate with respect to equal employment opportunity because of sex, race, color, religion, national origin, or ancestry, or any other protected class.
Credit Approval. The Quotation offered by us is subject to credit approval of you by our credit department.
Arbitration. We may, at our discretion, settle any claim or controversy arising out of or relating to this Contract, or the breach or non-performance of any provision hereof, by arbitration in accordance with the Arbitration Rules of the American Arbitration Association in effect at the time such claim or controversy arises. You agree that any arbitration shall be administered and conducted in Sidney, Ohio.
Governing Law. This Contract shall be governed by, construed, and enforced in accordance with the laws of the State of Ohio. You hereby submit exclusively to the jurisdiction of the Shelby County, Ohio Common Pleas Court with respect to any claim or controversy arising out of or relating to this Contract, or the breach or non-performance of any provision hereof.
Limitation of Action. Any action by you and against us arising out of or relating to this Contract or the alleged breach or non-performance by us of any provision hereof, regardless of the theory upon which such action is based, shall be brought within one (1) year from the date of delivery to you of the product, material, or part thereof which gives rise to the action.
Severability. In the event any provision of these terms and conditions is held or determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect.
Entire Agreement. All agreements and understandings of any character heretofore made between us and you are embodied in this Contract which includes any Quotation and/or Acknowledgement to which it pertains, and no changes shall be made to this Contract unless the same shall be in writing and duly signed by any authorized representative of both Gateway Supply Co. Inc. and you. No representative of ours has any authority to waive, modify, alter, vary, or add to these terms and conditions without prior written approval signed by an officer of Gateway Supply Co. Inc.
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