WESCO’s Standard Terms and Conditions of Sale (“Terms”) exclusively apply to all transactions for the supply of products and services covered by this invoice. A copy of the applicable terms and conditions is found at www.wescoexplosives.com/terms and hereby incorporated by reference and made a part of this invoice. Any and all other terms and conditions purporting to govern this transaction, whether written or oral, including those contained on any purchase order, but excluding any written agreement to the contrary signed by both parties, are hereby expressly rejected. Buyer agrees that by accepting products or services hereunder from WESCO that these Terms apply to the exclusion of all others.
STANDARD TERMS & CONDITIONS OF SALE
Acceptance by the Buyer of each delivery shall constitute a separate contract with respect to the amount thereof. All amounts payable hereunder shall be paid in cash, or in negotiable paper collectible at its face value in United States funds at location indicated on Seller’s invoice, without deduction of exchange fluctuations, customs or other charges which are imposed upon the transaction by or on behalf of or at the instigation of Buyer’s government or its agencies. In the event Seller is forced to initiate legal action to recover any sums due here under, Buyers shall be responsible for Seller’s reasonable attorneys fees.
Unless provided otherwise, Buyer shall pay the amount of any tax or other charge now or hereafter imposed by law, upon, with respect to or measured by the sale, shipment, use or price of any material sold hereunder.
In the event the Buyer requests Seller to accept merchandise returns in lieu of payment therefore, Buyer shall, upon approval of Seller, return merchandise to such location as Seller designates, freight prepaid, and agrees to pay current restocking charges.
In the event the Buyer fails to fulfill the terms of payment or in case Seller shall have any doubt at any time as to Buyer’s financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security.
Seller warrants that the materials sold hereunder shall be of Seller’s standard quality, but Buyer assumes all risk and liability whatsoever resulting from the possession, use or disposition of such materials, whether used singly or in combination with other substances. Liability of the Seller to Buyer, if any hereunder, for breach of contract, negligence or otherwise, shall in no event exceed in amount the purchase price of the materials sold with respect to which any damages are claimed. Within thirty (30 days after any shipment reaches its destination (but in no event later than ninety (90) days after shipment leaves Seller’s plant) the materials shall be examined and tested and promptly thereafter and before the materials are used, Seller shall be notified in writing or by cable in case materials are found defective or short in any respect. Failure to so notify Seller shall constitute a waiver of all claims with respect to the materials, and in any event the use of the materials shall be deemed to mean that the Seller has satisfactorily performed. Seller’s specifications are subject to change without notice. SELLER’S WARRANTY OF STANDARD QUALITY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OR — USE OF THE MATERIALS SOLD HEREUNDER, AND THERE ARE NO AGREEMENTS OR WARRANTIES, EITHER ORAL OR WRITTEN, COLLATERAL TO OR AFFECTING THIS AGREEMENT. In no event shall Seller be liable for consequential damages or lost profits.
Seller shall not be liable for any failure to deliver or for any delay in delivery, and Buyer shall not be liable for any failure to request delivery or for any delay in requesting delivery, when any such failure or delay shall be caused (directly or indirectly) by fires, floods, accidents, explosions, equipment or machinery breakdown, sabotage, strikes or other labor disturbances, civil commotions, riots, invasions, wars, acts, restraints, requisitions, regulations or directions of Government, voluntary or mandatory compliance by Buyer or Seller with any request of the United States Government for purposes of national defense, inability to obtain or delays of transportation facilities, any act of God, or any cause (whether similar or dissimilar to the foregoing) beyond the reasonable control of Buyer or Seller. If by reason of any such causes the Seller’s supply of any such materials shall be limited, Seller shall have the exclusive right (without liability) to satisfy its own needs and thereafter to distribute any remaining available supply among all its customers in such manner as shall be determined by Seller. If any such disability shall continue for more than thirty (30) days, the undelivered quantities during such period of disability may be cancelled (without liability) at the option of either party to be exercised by giving written notice to the other party at any time during the period of this Agreement.
Each domestic rail shipment shall be inspected at the time of delivery by the carrier; in the event of loss or damage, a statement describing the loss or damage shall be secured from the carrier’s agent. Title to and risk of loss on all material sold hereunder shall pass to Buyer upon Seller’s delivery to common carrier at point of shipment whether or not Seller pays all or any part of the freight. If Seller provides delivery via its own transportation, title and risk of loss shall pass
upon unloading of material at destination.
If any law shall fix a maximum price for any material covered by this Agreement below the then current price hereunder, Seller, without liability, may, upon written notice, terminate this Agreement with respect to further shipments of the material affected.
Returnable containers shall be returned by Buyer within 3 months from date of shipment. Title to all such containers shall remain in Seller or Seller’s supplier if material is not manufactured by Seller. Buyer, in accordance with Seller’s container schedule, shall make a deposit for each returnable container, and the amount of such deposit shall be paid by Buyer at the time of payment of the invoice for the material shipped in the container. Each deposit shall be refunded by Seller to Buyer promptly after the container is returned, provided the container is in good condition and has been used only for the storage and delivery of the material sold hereunder.
With respect to U.S. sales, seller certifies that the material sold is produced in compliance with the Fair Labor Standards Act of 1938, as amended, and that the prices charged are not in excess of maximum prices permitted by law.
Upon request, the Seller will furnish such technical advice or assistance as it deems appropriate in reference to the use of its products by Buyer; it is expressly understood, however, that all such technical advice or assistance is rendered without compensation and the Seller assumes no obligation or liability for such advice or assistance given or results obtained.
On export orders Seller reserves the right to claim any drawback that may apply to this order, and Buyer shall supply Seller with a certified copy of the onboard bill of lading as evidence of exportation from the United States. Unless otherwise expressly provided on the reverse side, if material is sold in CIF terms, Seller shall take out war risk insurance if obtainable as defined by the American Institute of Marine Underwriter and/or the American Cargo War Risk Re-Insurance Exchange, and the entire amount of the premium shall be included in the CIP price set out on the reverse side. Any increase in War Risk Insurance rate over that included in the CIP price shall be charged to Buyer at Seller’s option. In addition, any charge in ocean freight from that included in the CIP or C&F price shall be for Buyer’s account at Seller’s option.
If at any time any condition shall arise which shall impede or restrict free exchange of money or goods between the country and/or territory covered by this order and the United States of America, then deliveries hereunder may be suspended during the continuance of any such condition, or this order may be forthwith terminated by either party.
If this document covers a free sample, this clause applies in lieu of Seller’s warranty of standard quality. ALL FREE SAMPLES ARE FURNISHED “AS IS” and the recipient agrees to assume all risk and liability whatsoever for injury or damage to persons or property or otherwise resulting from the handling or use of the sample. By accepting the sample, the recipient agrees that he will not purchase the material for commercial use until he has first determined that the material is merchantable and fit for the particular purpose for which the material is purchased and that the proposed use is satisfactory within the requirements of all applicable laws.
Seller’s or Buyer’s waiver of any breach or failure to enforce any of the terms or conditions of this contract shall not in any way affect, limit or waive such party’s right at any future time to enforce strict compliance with every term and condition hereof.
If this order contains a notation that it is placed under a U.S. Government contract or subcontract, then there are also incorporated herein such current Government contract provisions as are required by reason of statute and Executive Order.
Sale of goods made subject to the terms and conditions above. Interest shall be charged on past due accounts at the rate of 1½% per month or allowable rate.
Seller reserves the right to adjust prices if its costs increase materially, such as due to a new or amended law or regulation that results in an increase in the cost of providing services or products.
WEBSITE TERMS OF — USE AND LEGAL RESTRICTIONS
ATTENTION: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEB SITE. USING THIS WEB SITE INDICATES THAT YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS (“TERMS”), DO NOT — USE THIS WEB SITE.
Use of Site
Western Explosives Systems Company (WESCO) authorizes you to view the materials at this Web site (“Site”) only for your personal, non-commercial use. You may not modify the materials at this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use them for any public or commercial purpose. For purposes of these Terms, any use of these materials on any other Web site or networked computer environment for any purpose is prohibited.
WESCOnet is a collection of Site resources to help employees conduct personal and company business. Access is available only for current employees. First time users must register using a valid e-mail address and then be approved for site access. Upon termination, access or possession of any Site materials, by any means, is prohibited. The materials at this Site are copyrighted and any unauthorized use of any materials at this Site may violate copyright, trademark, and other laws. If you breach any of these Terms, your authorization to use this Site automatically terminates and you must immediately destroy any materials. WESCO also reserves the right to terminate your authorization to use any services at the Site.
THE MATERIALS AND SERVICES PROVIDED AT THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. WESCO further does not warrant the accuracy and completeness of the materials or services at this Site. WESCO may make changes to the materials and services at this Site, or to the products and prices described in them, at any time without notice. The materials and services at this Site may be out of date, and WESCO makes no commitment to update the materials and services at this Site. Information published at this Site may refer to products, programs or services that are not available in your area. Consult your local WESCO Office or distributor for information regarding the products, programs and services that may be available to you.
Limitation of Liability
IN NO EVENT SHALL WESCO, ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE — USE, INABILITY TO — USE, OR THE RESULTS OF — USE OF THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR — USE OF THE MATERIALS, INFORMATION OR SERVICES FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF.
Note: Anyone linking to this Web site must comply with the following:
A site that links to WESCO’s Website:
May link to, but not replicate, WESCO content.
Should not create a browser or border environment around WESCO content.
Should not imply that WESCO is endorsing it or its products.
Should not misrepresent its relationship with WESCO.
Should not present false information about WESCO products or services.
Should not use the WESCO logo without permission from WESCO.
Should not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.
These Terms and Conditions may change. Any change will be promptly posted on this page.
If you have questions about provisions of these Terms and Conditions, please contact us.
Last updated: June 2014