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Expanded
Supply Products, Inc.
3330
Rt 9
Cold
Spring, NY 10516
- ACCEPTANCE.
All orders are subject to acceptance at ESP’s
(hereinafter called seller) office.
- INTERPRETATION. The information shown on
seller’s quotation is based on our interpretation of the information
supplied to us; it is the
buyer’s responsibility to verify quantities, sizes and/or descriptions of
actual materials needed to do the job.
Seller accepts no responsibility for reliance on these quantities by
the Buyer. It is Buyer’s responsibility to insure that materials quoted
are acceptable for the application they are planned for and acceptable to
the local municipalities.
- FACTORY DIRECT SHIPMENTS. An “*” next to
the item description indicates that the pricing is based on direct
factory shipment in truckload quantities. Releases of less than truckload
quantities will result in upward price adjustments of between 10 and 25
percent depending upon the type of product, job location, market conditions,
and any other pertinent factors affecting the costs associated with handling
less than truckload quantities.
- SPECIAL ORDER MATERIALS. Special order items
marked with an “s” are non-cancelable once the order has been
placed with the factory and are non-returnable without the prior written
approval of the manufacturer.
- TITLE AND RISK OF LOSS. Title and risk of loss
for damage to the goods pass to the customer upon delivery
to the carrier regardless of who pays the shipping costs.
- TERMS OF PAYMENT. In the absence of any agreement in writing to the contrary,
the terms of payment are cash before delivery. Terms to purchasers
whose credit references have been accepted by the company are net 30 days
after date of invoice. It is understood that if credit is extended by ESP,
standard terms are net 30. A service charge of 1 ½% per month will be
charged on all balances which have not been paid within normal credit terms.
Accounts with open invoices 60 days or older are automatically placed
on a C.O.D. basis. No cash discounts will be allowed.
The company shall have the right to make partial shipments and
payment therefore shall be due 30 days thereafter.
All goods shall be shipped and invoiced at the company's convenience,
as and when ready. If delay of
shipment is requested by purchaser, the date of readiness for shipment shall
be deemed to be the date of shipment for invoicing purposes.
All goods ready for shipment shall be at the risk of purchaser.
If the financial condition of the purchaser at any time does not, in
the judgment of the company, justify continuance of the work to be performed
by the company or the shipment of goods on the terms of payment as agreed
upon, the company may require full or partial payment in advance or shall be
entitled to cancel any order then outstanding and shall receive
reimbursement for its reasonable and proper cancellation charges. In the
event of bankruptcy or insolvency of the purchaser, or in the event of any
proceeding brought against the purchaser, voluntarily or involuntarily
under the bankruptcy or any insolvency laws, the company shall be entitled
to cancel any order then outstanding at any time during the period allowed
for filing claims against the estate and shall receive reimbursement
for its reasonable and proper cancellation charges.
- DELAY. Seller shall not be liable for failure
or delay in delivery due to acts of
God, the prior performance of government orders bearing priority
rating or orders placed under any allocation program (mandatory or
voluntary) established pursuant to law, differences with workmen, local
labor shortages, fire, flood or other casualty, governmental regulations or
requirements, shortages, or failure of raw materials, supplies, fuel, power
or transportation, breakdown of equipment, or any other causes beyond
seller's reasonable control whether of similar or dissimilar nature than
those enumerated. In no event
shall seller be liable for any consequential damages or claims for labor
resulting from failure or delay in delivery.
- TRANSPORTATION CHARGES.
Delivered prices or prices involving competitive transportation adjustments
shall be subject to appropriate adjustment to reflect changes in
transportation charges.
- CLAIMS BY BUYER. Claims by buyer must be made promptly upon receipt of
shipments and seller given an opportunity to investigate, Seller
shall incur no liability for damage, shortages, or other entered full
details thereof on its receipt to the carrier. A variation between seller's and buyer's scale cause
alleged to have occurred or existed at or prior to delivery to the carrier
unless buyer shall weight or theoretical weight determination up to 1% shall
be a permissible variation.
- WARRANTIES.
There are no understandings, terms, conditions or warranties not
fully expressed herein. Seller
warrants title to and freedom from encumbrance of, the products sold
hereunder, and seller warrants that products bought on the basis of the
description thereof, as appears or is referred to on the face of seller's
quotation, are of merchantable quality.
Seller makes no other warranty whatever, express or implied, and all
implied warranties of merchantability and fitness for a particular purpose
which exceed or differ from the warranties herein expressed are disclaimed
by seller and excluded from this agreement.
- BUYER'S REMEDIES. Seller's liability hereunder shall be limited to the
obligation to replace products proven to have failed to meet the
specification or to have been defective in quality or workmanship at the
time of delivery, or allow credit at its option.
Seller shall not have any liability for any damages in connection
herewith on the products to be delivered hereunder, in and exceeding the
purchase price of the products sold hereunder. In no event shall seller have
any liability for consequential damages or claims for labor.
- TRUCK DELIVERY. When products are sold for truck delivery seller's carrier
shall make delivery alongside trench when trench is along passable
highways, streets or alleys. What
shall be considered passable shall be in the sole judgment of the driver of
the truck. Buyer shall be
allowed two hours for unloading, thereafter charges at the rate of $55.00
per hour will accrue (billable in 15 minute increments). If prices are
quoted f.o.b. job site, it is understood that the Seller provides tailgate
service, customer to unload in a reasonable period of time.
Unreasonable detention of delivery vehicles will result in a charge
to customer. Precast items are delivered on a flat bed trailer; contractor
is responsible for off-loading at the site.
- TECHNICAL ADVICE. Seller shall not be responsible for the results of any
technical advice in connection with the design, installation or use
of the products sold hereunder.
- TAXES. Any
tax imposed in respect to the sale of the products sold hereunder shall be
added to and paid as part of the purchase price.
- RESTOCKING CHARGES.
Items ordered and later returned by buyer for credit shall be subject
to a 25% restocking charge (50% on all returns over sixty (60) days
from delivery date). Special
order items ordered by buyer and received by buyer are not subject to return
without prior written permission from seller.
- PRICES. Prices
will be seller's prices in effect at time of shipment, unless agreed to
otherwise in writing. Prices shown are based on ESP
receiving an order for substantially all materials quoted unless agreed to
by ESP in writing. Prices are
contingent on total quantities quoted, shipped in the most cost effective
manner (e.g. truck load, single shipment, closed van).
The unit prices on smaller purchases or for multiple or special
shipments will be negotiated. The prices shown for PVC/Copper pipe are
estimates only based on current cost. Prices
are subject to change by ESP before final acceptance of order. ADS prices
are good for thirty (30) days; prices could increase approximately 5% every
ninety days. PVC pricing is based on current costs with an immediate order
and delivery ASAP thereafter.
- BACK CHARGES. Absolutely no back charges will be
paid without the express written authorization of Seller in advance.
If you are authorized to send a back charge to Seller, you will receive a
written notice describing the nature of the problem, the amount of back charge
that is allowed, a current date and a signature of an officer of
Seller. If you do not receive this notice within 24 hours call Seller's
office.
- WAIVER. Failure
of either party to enforce any right hereunder shall not waive any right in
respect to other or future occurrences.
- BUYER'S RIGHT TO TERMINATION.
Buyer may terminate this contract in whole or in part upon notice
in writing to seller. Seller
shall thereupon, as directed, cease work and transfer to buyer title to all
completed and partially completed products and to any raw materials or
supplies acquired by seller especially for the purpose of performing this
contract and buyer shall pay seller as follows:
- The contract price for all products which have been completed prior
to termination;
- The cost to seller of the material or work in process as shown on
the books of seller in accordance with the accounting practice
consistently maintained by seller plus a reasonable profit thereon,
but in no event more than the contract price;
- The cost F.O.B. seller's plant of materials and supplies acquired
especially for the purpose of performing this contract; and
- reasonable cancellation charges, if any, paid by seller on account
of commitments made hereunder. The
provisions of this paragraph shall be without prejudice to the rights
of either party for failure on the part of the other party to comply
with the provisions of this contract.
- SELLER'S RIGHT OF TERMINATION.
If this contract is made in compliance with any governmental rule or regulation,
plan, order or other directive, upon the termination thereof seller shall
have the option of canceling this contract in whole or in part.
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