TERMS & CONDITIONS OF SALE
The following terms and conditions apply without exception to all sales by E&S Hardware and Supply, Inc. (“E&S Hardware”).
- Sole Terms. No term or condition on Buyer’s purchase order or any other instrument, agreement or understanding (unless expressly referred to on the face of E&S Hardware and Supply’s estimate and/or acknowledgment) shall be binding upon E&S Hardware and Supply unless agreed to in writing.
- Estimates/Prices. E&S Hardware and Supply’s estimate is firm only if at the time of order the estimate is within the stated period of validity or, if no period is mentioned, sixty (60) days. Buyer must request shipment of the entire quantity of goods ordered within six (6) months from the date of order. For orders shipped within 6 months from the date of order, E&S Hardware and Supply’s current pricing at the time the pricing acknowledgment is issued to the customer shall apply. In cases where Buyer requests a shipment date greater than six (6) months from the signed pricing acknowledgment, orders are subject to all applicable price adjustments since the date of the signed pricing acknowledgment.
- Errors. All stenographic and clerical errors are subject to correction.
- Termination. If all or part of the Sales contract is terminated, and if there is no contrary written agreement between E&S Hardware and Supply and Buyer, Buyer shall pay termination charges in the amount equal to the greater of:
- (a) Ten (10) percent of the net sales price, or
- (b) The price provided in the Sales Contract for all Purchased Items assembled prior to the termination of the Sales Contract, plus, the expenditures made and liabilities incurred by E&S Hardware and Supply in connection with any portion of the Purchased Items not yet completed.
- Credit Terms and Security Interest. Credit terms provided upon review and approval of E&S Hardware and Supply Accounting Department, please contact the credit department if you have any questions. Accounts exceeding terms of sale are subject to restrictions on new order entry or shipments of existing orders. Past due invoices subject to finance charge at maximum legal rate allowed. In the event this account becomes delinquent, purchaser agrees to pay all expenses, including collection fees, court costs, legal and administrative expenses, attorney fees paid or incurred by E&S Hardware and Supply, Inc. in endeavoring to collect sums due and owing by the purchaser. Venue at sole discretion of E&S Hardware and Supply, Inc. If, in E&S Hardware and Supply’s opinion, there is a material, adverse change in Buyer’s financial condition or if Buyer has not, within the agreed time, fully paid for Purchased Items shipped under this or any other agreement with E&S Hardware and Supply, E&S Hardware and Supply reserves the right to revoke Buyer’s credit, to require shipment cash in advance (C.I.A.), and/or suspend performance on this and/or other Sales Contracts and/or future shipments. Buyer hereby grants E&S Hardware and Supply a purchase money security interest in the equipment until the full purchase price is paid, and Buyer appoints E&S Hardware and Supply as its attorney-infact for the purpose of filing any documents necessary or desirable to perfect such security interest in any applicable jurisdiction.
- Payment Terms: Customer agrees to pay their account in accordance with E&S Hardware and Supply, Inc.'s terms of sale: Net 25 Prox. Payment in full is due by the 10th of the following month of invoice date; past due on the 26th. No retainage is allowed. Should payment for any invoice not be received at E&S Hardware and Supply, Inc.’s office within the stated terms, a 2% per month service charge will be added to the account.
- Shipments. Terms are F.O.B. E&S Hardware and Supply’s place of business at Springfield, Oregon. Buyer shall pay all shipping, special packing and handling costs and shall bear the risk of loss after E&S Hardware and Supply completes delivery of the Purchased Items to the carrier.
- Sales or Use Taxes. Any such tax or charge shall be paid by Buyer unless Buyer furnishes E&S Hardware and Supply with exemption certificates acceptable to the appropriate taxing authority.
- Shipment. Shipment schedules are approximate and are based on conditions existing at the time of E&S Hardware and Supply’s conditional acceptance of Buyer’s Purchase Order. E&S Hardware and Supply shall in good faith attempt to effect shipment by the date specified, but Buyer agrees that E&S Hardware and Supply shall not be responsible or liable for any damages, or any delay in delivery, or any failure to deliver Purchased Items in quantities and at times specified. In such cases, E&S Hardware and Supply reserves the right to terminate the Sales Contract or to reschedule delivery within a reasonable time, and Buyer agrees that such termination or rescheduling shall not be considered a breach of the Sales Contract. In no event shall E&S Hardware and Supply be liable for incidental or consequential damages resulting from failure to meet requested delivery schedules.
- Custom Material: Unless otherwise notified in writing, all material procured by E&S Hardware for customers’ orders is considered custom and unique to that specific customer’s needs. Once the purchase order has been signed or E&S Hardware has been given direction to proceed with ordering, material cannot be canceled, changed, or returned unless specifically indicated in writing by E&S Hardware. If E&S Hardware decides to allow the return of material, the return of Purchased Items shall be made in strict compliance with E&S Hardware and Supply’s Return Policy.
- Returns. No returns are allowed unless specifically indicated in writing by E&S Hardware. Re-stocking fees may apply and may be applied by E&S Hardware, the item’s original manufacturer, or both.
- Storage Fees. If Buyer requests deferral of shipment, or fails to provide information, material, or documentation required by this Sales Contract and as a result Purchased Items are placed in storage, storage fees will commence immediately following the scheduled ship date unless extended in writing. The Buyer will be charged a storage fee at E&S Hardware and Supply’s prevailing rate at the time. These charges will be invoiced to Buyer separately from the actual shipment, and shall be paid in full by Buyer within thirty (30) days of date of invoice.
- Specifications. It is the responsibility of the Buyer to determine, at time of order entry or after all revisions, whether E&S Hardware and Supply materials and products meet the job and/or product specification and requirements.
- Laws & Building-Safety Codes: Laws and building and safety codes governing the design and use of E&S Hardware and Supply products vary widely. E&S Hardware and Supply does not control the selection of product configurations, operating hardware, or glazing materials and assumes no responsibility for their selection. It is the responsibility of the buyer to determine at the time of order entry or revision, whether E&S Hardware and Supply materials and products meet the federal, state, and local law interpretation and regulations relating to the American Disabilities Act (ADA) and any other federal or local statutes.
- Nonconforming Goods. E&S Hardware and Supply reserves the right to cure any shipment of nonconforming Purchased Items, and Buyer’s remedies for nonconforming Purchased Items shall be limited to, at the option of E&S Hardware and Supply, return of the goods and repayment of any portion of the purchase price paid or the repair or replacement of the nonconforming Purchased Items. Purchased Items shall be deemed accepted when received by Buyer and any revocation of acceptance must be made in writing within thirty (30) days after receipt of the Purchased Items, specifying the reason for revocation of acceptance.
- Warranty. E&S Hardware and Supply, Inc. does not offer a specific warranty. Please refer to specific manufacturer’s written warranties for specific warranty period, inclusions, and exclusions
- Sole Remedies. Buyer’s sole remedies are as provided herein. In no event shall E&S Hardware and Supply be liable for any costs of Buyer’s cover, or for any indirect, special, consequential, incidental, or punitive damages of any sort, whether based on tort or breach of contract and/or warranty.
- Default. E&S Hardware and Supply shall have the unrestricted right, upon written notice to Buyer, to declare a default hereunder and to terminate this Sales Contract if any of the following events occur:
- (a) Buyer’s failure to comply with any of the provisions, terms and conditions of this Sales Contract, including without limitation, Buyer’s failure to timely pay for any Purchased Items delivered to Buyer;
- (b) Dissolution, insolvency, appointment of a receiver, assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the buyer; or
- (c) E&S Hardware and Supply’s determination, in its sole discretion, that Buyer’s financial condition is such as to endanger Buyer’s performance hereunder.
- Remedies Upon Buyer’s Default. Upon Buyer’s default and E&S Hardware and Supply’s written notice thereof to Buyer, every obligation of E&S Hardware and Supply hereunder shall immediately terminate and E&S Hardware and Supply shall have all rights and remedies existing at law or in equity, including but not limited to those provided by the Uniform Commercial Code as adopted in Oregon.
- Preservation of Rights. Buyer agrees that E&S Hardware and Supply’s forbearance, delay or failure to exercise any right or remedy hereunder shall not constitute a waiver of such right or remedy and that E&S Hardware and Supply’s exercise or partial exercise of any right or remedy shall not preclude further exercise of such right or remedy or any other right or remedy.
- Costs of Enforcement. Buyer agrees to pay E&S Hardware and Supply’s reasonable expenses, including reasonable attorney’s fees, incurred in enforcing the terms herein.
- Applicable Law. The Sales Contract shall be governed by the laws of the State of Oregon.
- Severability of Clauses. Buyer agrees that the invalidity or unenforceability of any of the clauses or terms herein shall not affect the validity or enforceability of any other clauses or terms.
E&S Hardware and Supply, Inc.
360 Shelley Street, Suite B
Springfield, OR 97477
360 Shelley Street, Suite B
Springfield, OR 97477