Standard Terms and Conditions:
The following terms and conditions, together with any additional provisions and any or all parts of the quotation package to customer, represent the complete and exclusive agreement with EMPIRE WIRE & SUPPLY, L.L.C., and/or ENERGY ELECTRIC ASSEMBLY (“EMPIRE/ENERGY”) and their customers (“Buyer”) for the purchase of products, materials and goods described on this invoice (“Goods”). Buyer hereby acknowledges that the terms and conditions herein contained are the sole terms and conditions under which buyer offers to purchase the goods Buyer and EMPIRE/ENERGY.
Billing and Payment:
All shipments to Buyer will be billed at EMPIRE/ENERGY’s quoted price except as otherwise provided herein. Buyer’s order is subject to Seller being able to procure necessary goods and materials. All invoices are on open account and are due net 30 and payable as provided therein overdue accounts shall be subject to a service charge of 1.5% per month (18% per annum) on the unpaid balance, or the maximum amount permitted by law, whichever is less.
Pricing and Shipping:
Unless otherwise specifically stated, all prices are quoted and will be invoiced, F.O.B. shipping point, and do not include freight charges, federal, state or local sales, use or excise taxes, if any, which will be added to the price where applicable. EMPIRE/ENERGY will not be responsible for risk of loss or damage to the goods after delivery to its carrier. Except with respect to C.O.D. sales, title to the goods will pass to Buyer upon delivery to the carrier. All prices quoted do not include any installation charge.
Unless otherwise directed in writing by Buyer prior to shipping, the method of shipment will be selected by EMPIRE/ENERGY. For all shipments, insurance will be obtained only at Buyer’s written direction and expense.
Delivery:
Any delivery dates specified in this invoice are based on EMPIRE/ENERGY’s estimate of when delivery to the carrier can be made under the circumstances that exist on the data hereof; and Buyer agrees to excuse delays in delivery due to circumstances beyond the reasonable control of EMPIRE/ENERGY. EMPIRE/ENERGY reserves the right to make partial shipments. Claims for shortage in quantity or for damage in shipment shall be deemed waived unless received in writing by EMPIRE/ENERGY within thirty (30) days after delivery. EMPIRE/ENERGY will not be liable for any loss or damage resulting from delays beyond its control, and in no case will EMPIRE/ENERGY be liable for incidental, consequential or special damages, including but not limited to, lost profits or increased costs of Buyer’s performance of its contract obligations, however caused.
Inspection of Goods, Acceptance:
Buyer’s receipt and possession of the goods constitutes its acknowledgement that it has accepted the goods, unless buyer notifies EMPIRE/ENERGY to the contrary, in wirting, within thirty (30) days of receipt of the goods.
Cancellation:
An Order once placed with Seller may be cancelled only with Seller’s written consent, in original packaging as shipped and upon terms that will indemnify Seller against all losses, including payment for work in process, tooling charges, amortization of equipment not realized through goods already purchased prior to cancellation, custom assemblies, and lost profits to Seller for goods Buyer indicated or represented in any way it would purchase but did not purchase due to cancellation. All approved cancelled orders and/or returned materials will incur a re-stocking fee of a minimum of 20%.
Warranties:
When EMPIRE/ENERGY distributes goods manufactured by others to Buyer, Buyer is required to determine directly from the manufacturer’s tests, or from its own tests, the suitability of these material for their application and shall be guided by the results of such tests. ALL APPLICABLE WARRANTIES ARE PROVIDED BY THE MANUFACTURER AND A COPY OF THE MANUFACTURER’S WARRANTY WILL BE PROVIDED BY EMPIRE/ENERGY UPON WRITTEN REQUEST. IT IS THE BUYER’S SOLE REPONSIBILITY TO DETERMINE SUFFICENCY OF THE APPLICABLE MANUFACTURE’S PRODUCT WARRANTY. Manufacture’s warranties are conditioned upon Buyer’s performance of all manufacturer requirements set forth therein and upon Buyer notifying EMPIRE/ENERGY of any defects within thirty (30) calendar days of delivery. If EMPIRE/ENERGY’s vendor is a distributor, the warranty will be based on the warranty that the distributor has through their manufacturer/ vendor.
THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY EMPIRE/ENERGY. EMPIRE/ENERGY MAKES NO WARRANTIES, COVENANTS, OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY SET FORTH HEREIN. THERE IS NO WARRANTY OF MERCHANTABLITY AND THER ARE NO WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR USE. NO REPRESENTATIONS OF FITNESS FOR ANY PARTICULAR PURPOSE SHALL BE IMPLIED FROM SPECIFICATIONS, IF ANY, SET FORTH HEREIN, OR BY THE NATURE OF THE GOODS.
In the event a court of competent should determine that the foregoing warranty limitations and disclaimers are unenforceable for any reason whatsoever, or in any other even, EMPIRE/ENERGY shall only be liable for any defective or nonconforming good if: (i) the goods are used for their intended purpose and solely under the conditions and in the manner recommended in manufactures’ specifications or other instructions; (ii) the goods have not been misused or abused in any manner; (iii) no repairs have been attempted by anyone other than EMPIRE/ENERGY thereon; (iv) subject to the provisions hereof, prompt written notice of any such defect or nonconformity is forwarded to EMPIRE/ENERGY (which notice must in any event be sent to EMPIRE/ENERGY no later than thirty (30) days after shipment of all goods to Buyer) and the goods are returned to EMPIRE/ENERGY promptly, freight prepaid by Buyer, and directions received by Buyer, if any, for properly identifying items returned are carefully followed; and (v) such written notice authorizes EMPIRE/ENERGY to examine returned goods to the extent EMPIRE/ENERGY deems necessary in order to ascertain the cause of failure. In any event the liability of EMPIRE/ENERGY shall be limited to an obligation to replace or repair such goods or to provide a credit adjustment, as EMPIRE/ENERGY may in its sole discretion deem appropriate. In no event shall EMPIRE/ENERGY’s liability for defects or nonconformity in any goods exceed its invoice price or replacement cost, whichever is lower, or include any labor charges arising from the replacement. In no event shall EMPIRE/ENERGY be liable for incidental, consequential, exemplary or special damages including but no limited to lost or anticipated revenues or profits or increased cost of Buyer’s performance of its contract obligations, however caused, even if an authorized representative of EMPIRE/ENERGY is advised of the possibility of likelihood of same.
Any action by Buyer for breach of warranty or other cause hereunder must be commenced within one year after delivery of the goods or it shall be thereafter barred for all purposes. In no even shall EMPIRE/ENERGY be liable under the above warranties to anyone other than the original buyer.
When EMPIRE/ENERGY manufactures the goods sold to Buyer.
EMPIRE/ENERGY Limited Warranty for the goods is provided to the Buyer.
EMPIRE/ENERGY’s general Limited Warranty for its goods is provided when no specific warranty is available for goods sold to Buyer. IT IS THE BUYERS SOLE REPONSIBILITY TO OBTAIN A COPY OF THE APPLICABLE LIMITED WARRANTY FOR THE GOODS PURCHASED, AND TO DETERMINE SUFFICIENCY OF THE APPLICABLE LIMITED WARRANTY.
EMPIRE/ENERGY reserves the right to modify warranties from time to time. The written Limited Warranty in effect on the date of purchase shall be applicable to the goods purchased.