PROSERVICES SUPPLY

Terms & Conditions of Sale

Parties

Every reference in this policy to 'Seller' includes ProServices Supply, LLC and/or any affiliate or subsidiary of ProServices Supply, LLC including all the divisions whether or not specifically mentioned herein. Every reference in this policy to 'Buyer' includes all businesses, their affiliates, and subsidiaries placing an order with ProServices Supply, LLC. Both seller and buyer may be referred to as 'parties' collectively or as 'party' individually.

General

Each sale to Buyer is subject to these terms and conditions that will supersede any buyer's documentation or purchase order terms that do not align with ProServices Supply terms. Any additional or varying terms and conditions of sale or alteration of any such terms is explicitly reject by Seller and will not bind Seller unless specifically agreed upon in writing by one of Seller's authorized representatives. No alteration of these Terms and Conditions may result by Seller’s shipping of goods or provision of services (these goods and services will be referred to as "Goods" collectively) after the receipt of Buyer's purchase order or documentation containing extra, inconsistent, or misaligned terms. Parties, their successors, and permitted representatives are bound by these Terms and Conditions.

All disclosures, notices, agreements, and other communications that Seller delivers to Buyer digitally shall comply with any legal requirements that such communications be in writing. No oral or written agreements, contracts, promises, guarantees, representations, or inducements have been made by Seller, or any party acting on behalf of Seller, that are not included in these Terms and Conditions, and these Terms shall prevail over any prior contracts, agreements, representations, or negotiations, between the Parties. Buyer must acknowledge that it is not relying on any, oral or written, contracts, agreements, representations, or negotiations, by Seller, or any party acting on behalf of Seller, that are not included herein.

All product details on Seller's site, catalog or other marketing content are delivered by the relevant OEM and/or supplier and shall not be considered as a claim, representation, or warranty of Seller. Seller reserves its sole right to accept or decline any order of Buyer.

Prices

Seller reserves the right to change the prices of its products and services mentioned on website, in catalogs, or in quotations. If the prices are not accepted within 10 calendar days from the issuance date, they will expire and shall be deemed as invalid, unless Seller notifies Buyer otherwise in writing. If Seller chooses to make price extensions, they are intended for Buyer's convenience and Seller is not bound by such extensions along any clerical, stenographic, or mathematical errors.

Mentioned prices exclude any excise, sales, or other government tax or expense that Seller is liable to pay to any regional, state, or federal authority. Any taxes now or later on levied on sale or shipment of goods will be included in the purchase price, and Buyer shall be liable for reimbursing Seller for any such taxes or provide Seller with a valid certificate of tax exemption. All prices and other terms of sale communicated to Buyer will remain confidential except to the scope a Party is required by law to disclose such prices or terms.

Unforeseen Circumstance & Acts of God

Seller will not hold any liability for default or delays in delivering goods or provision of services caused by any event or circumstance that is beyond Seller's reasonable control including, but not limited to, acts of God, strikes, labor issues, destruction of goods, damaged goods, declared or undeclared wars, OEM's shortages, unavailability of transportation, fuels, materials, or supplies, acts of terrorism, and government action. In the situation of act of God event:

  • The duration to fulfil the order for Seller shall be given a reasonable extension and the Parties shall come to agree on another date in the future
  • The purchase price shall be open for adjustments to allow Seller to factor in additional costs resulting from the act of God event
  • Buyer shall not be entitled to any damages, reimbursement, or remedy

Warranty

Seller is a Goods reseller only and does not provide any warranty for the Goods it sells hereunder. Notwithstanding this limitation of liability, Seller shall transfer to Buyer any OEM’s or vendor’s standard warranties related to Goods purchased hereunder. Except as outlined in these terms and wherever Applicable, no affirmation of fact or description or warranty, explicitly expressed or implied, is authorized or made by buyer. Buyer and entities claiming via buyer, referred to as "Claimant" collectively, shall search Indemnification exclusively from the concerned vendor(s) in terms of failures of goods or finding any defects in, and this shall be the only Indemnification claimant shall be entitled to for defective or failed goods, regardless of the claim including in tort, contract, strict liability, pursuant to regulation, or for negligence. Buyer shall communicate these terms to other subsequent buyers and users of goods. Seller does not include and disowns all other explicitly expressed and implied warranties, including, but not limited to, all implied warranties of fitness for a certain purpose, fitness for merchantability and non-infringement of rights related to intellectual property. Seller holds no liability whatsoever for Installation of goods, Application, Misuse, Modification, or Seller's interpretation of guidance or Specifications provided by buyer. Seller does not guarantee that any goods are compliant with any laws, statutes, ordinances, codes, or regulations.

Limitation of Liability

To the degree not forbidden by applicable legislation, in no event, whether in Tort, Indemnity, Contract, Warranty, Strict liability or otherwise, Directly, or Indirectly resulting out of the Implementation or Infringement of these terms, shall seller be liable for

  • Any accidental, Punitive, Indirect, Consequential, Special or similar damages such as Lost profits, Loss of use, Delay damages, or Attorneys' fees, even if these damages were foreseeable or resulted due to Seller's breach of this Agreement
  • Any claim that is technically a claim against a vendor/OEM, or
  • Any sum in excess of the amount paid to seller for goods sold to buyer that are subject to such claim(s). All claims must be pursued within 1 year of Accrual of a Cause of action.

Indemnity

Buyer is liable to defend, indemnify, and hold Seller its employees, agents, officers, and directors, not responsible to bear any costs, including accountants' and attorneys' fees, damages and financial liabilities caused by or associated to any third party, including Buyer's employees, complaint, judgment, or claim stemming from Buyer's use or application of any Goods sold hereunder, along with any intentional, tortuous, or negligent act or omission or any breach by Buyer of these Terms and Conditions.

Freight, Risk of Loss & Title

If delivery of Goods is occurring in Seller-owned vehicles, they will be delivered F.O.B. Buyer's specified delivery location. In any other circumstances, the F.O.B. location shall be deemed to be Seller's warehouse or store, and Buyer shall be liable to pay all liability and expenses of shipping and delivery beyond Seller's F.O.B store or warehouse. Risk of damages and title of Goods shall transfer to Buyer at the approved F.O.B. location.

Claims involving damage to or loss of goods or shortage of goods that can lead to Seller's loss shall be deemed to be waived, except when Buyer provides a written notification highlighting specific details of any such shortage, damage, or loss of Goods within 3 business days after the receipt of shipment. Partial shipments are only allowed at Seller's sole discretion.

Change & Returns

Any alteration of modification in product shipping schedule, destination, specifications, quantities, or any other factor involving the scope of Goods shall be agreed to in writing by Seller and may lead to a price and delivery alteration by Seller. Buyer returning Goods may not receive any credit without Seller's written permission. Each return is subject to a restocking fee. There are Goods that are not returnable including customized or special product, along with manufactured and custom made-to-order items; hazmat products; products delivered outside of the US; non-catalog products and bulk orders except damaged or expired products; warranty products; or factory direct products.

Payment

Unless otherwise agreed upon by the Parties in writing, Buyer shall make the payment within net 30 days from delivery in US dollars. Notwithstanding the aforementioned term, each order is subject to continued Buyer's Credit approval by Seller. Seller reserves the right to cancel or suspend fulfilment of any order, or demand altered terms of payment, including, but not limited to, advance payment or cash on delivery. Moreover, Seller also reserves the right to ask for 100% advance deposit of Buyer's order price for customized or especially made-to-order Goods requested by Buyer.

Due payments may be made in the form of check, ACH, cash, money order, or other valid tender authorized in writing by Seller. For credit Buyers, Seller will not accept credit card or other fee-bearing payment modes. Seller, at its sole discretion, may apply Buyer's payment against open expenses. Accounts that have passed their due payment date shall bear interest at the rate of 1.5% per month or the maximum rate allowed by application law, whichever is lower. Any such interest will continue after Seller has acquired a judgment against Buyer.

Seller reserves the right to attempt to setoff to apply to or satisfy Buyer's outstanding debt. Buyer shall not setoff hereunder, the same being explicitly waived hereby. Seller reserves the right to file liens as per applicable law and expressly disowns any request or demand for a waiver of lien rights by Buyer. Seller reserves every right to invoice and receive payment against Goods supplied to Buyer, and any terms and conditions included in any of Buyer's documentation or purchase orders that attempt to limit the manner or duration in which Seller may invoice Buyer are hereby waived by Buyer.

Destination Control Statement

Export of Goods is subject to the below terms: these Products/Goods are under the U.S. Government’s control and Authorized only for export to the destination country for use by the Recepient or end-user(s) herein mentioned. these goods may not be Transferred, Resold, or Disposed of to any other country or individual apart from the Authorized Recepient or end-user(s), either in their Original condition or once being included in other products, without Acquiring prior approval from the U.S. Government or as otherwise authorized by U.S. Legislation and Regulations.

Collection Expenses

Buyer is liable to pay Seller all expenses and costs of suit, collection, or other legal proceedings that occur due to the business relationship between Parties, including, but not limited to, incurred pre-suit, collection costs, attorneys' and paralegals' compensation, on appeal, through trial, and in any bankruptcy or administrative legal action. Seller can assign any cause of action that it may have against Buyer without Buyer's consent to ProServices Supply or to any of its subsidiaries or affiliates.

Disputes

This policy, Buyer's account and the commercial relationship between Parties shall be governed by and adhered to in compliance with the laws of the State of Georgia without paying any heed to conflicts of rules, specifically not including the UN Convention on Contracts for the International Sale of Goods. Buyer and Seller agree that any legal proceedings arising out of or related to this Policy shall be brought in Cobb County, Georgia, and any right to object to such venue or to assert the inconvenience of such venue is hereby waived. The Parties waive all rights to jury trials.

Disputes

This policy, Buyer's account and the commercial relationship between Parties shall be governed by and adhered to in compliance with the laws of the State of Georgia without paying any heed to conflicts of rules, specifically not including the UN Convention on Contracts for the International Sale of Goods. Buyer and Seller agree that any legal proceedings arising out of or related to this Policy shall be brought in Cobb County, Georgia, and any right to object to such venue or to assert the inconvenience of such venue is hereby waived. The Parties waive all rights to jury trials.

Termination

If Buyer fails to ensure compliance with these Terms and Conditions, Seller may restrict or cancel any order or contract immediately by giving notice to Buyer. Buyer acknowledges its solvency and that it will notify Seller immediately in the event it’s no longer solvent. Buyer shall send Seller written notification of any alterations in ownership of Buyer's business within 5 business days of such event. Parties are the only beneficiaries of these Terms and no third-party is a beneficiary.

Severability

Lack of enforcement or invalidity of all or any of these Terms shall not have any effect whatsoever on the enforceability and validity of the other Terms. The Parties herein agree to replace any invalid, unenforceable, or void term(s) with an alternative term that achieves identical financial, practical, and economic objectives along with being enforceable and valid.

SafetyData Sheets

Safety Data Sheets, also referred to as SDS, for OSHA specified hazardous materials and substances are drafted and supplied by the OEM/vendor of Goods. Seller does not make any Warranties and Explicitly holds No Liability to Buyer in relation to the Informational accuracy or Veracity or the Adequacy of the recommendations include in any SDS. Buyer is solely liable for relying on or Utilizing any such information, and For application of any goods. SDS for Goods can be found and printed completely free from Seller's site.

Privacy

You can find Seller’s Privacy and Security Statement at: https://www.proservicessupply.com/privacy-statement

Survival

These Terms shall sustain cancelation, termination, or completion of any sale as long it is necessary to enable the aggrieved Party to fully claim the rights it is entitled to.