TERMS AND CONDITIONS OF SALE
1. ACCEPTANCE OF ORDER:
Acceptance of any Order by OneSource Distributors, LLC (“OneSource”) for any Products is subject to the presentation of a valid credit card with available open credit to cover in full the cost of the Products ordered, as well as any applicable taxes, shipping and handling costs. Any order placed over $2000.00 (USD) is subject to, at OneSource’s sole discretion, a pre-approval process with an acceptable method of payment, as established by our credit department. OneSource may require additional verifications or information before accepting any order. An authorization on a credit or debit card is a hold against Buyer’s bank’s credit card spending limit. When the Products are shipped, a charge for the total amount of the order shipped will be sent to Buyer’s credit card bank. Buyer 's bank should release the authorization when the charge is received. A charge is the only time a transfer of funds is completed; an authorization is not a transfer of funds. Buyer’s receipt of an electronic or other form of order confirmation does not signify OneSource’s acceptance of Buyer’s order, nor does it constitute confirmation of OneSource’s offer to sell. OneSource reserves the right at any time after receipt of Buyer’s order to accept, decline or cancel Buyer’s order for any reason without liability to OneSource, whether or not the order has been confirmed and Buyer’s credit card charged. If Buyer’s credit card has already been charged for the purchase of the Products and the order is canceled, OneSource shall immediately issue a credit to Buyer’s credit card account in the amount of the charge. OneSource reserves the right at any time after receipt of Buyer’s order, without prior notice to Buyer, to supply less than the quantity ordered of any Products. OneSource shall not be held liable for Products listed at an incorrect price or within correct information due to typographical error or error in pricing or product information received from our suppliers or manufacturers, OneSource shall have the right to refuse or cancel any orders placed for such Products.
The term “Products” as used herein includes products, goods, parts, equipment ,materials, and start-up and training services purchased by Buyer from OneSource. Under no circumstances does the Order include any installation or supervisory services for which a contractor’s or engineer’s license is required. In the event that in a court of law or in any other judicial, quasi-judicial, administrative proceeding or in arbitration, it is determined that any Products or services provided by OneSource hereunder are subject to contractor’s or engineer’s license laws, then such services shall be severed from this Order, so that the remaining Order shall not be subject to such license laws.
Buyer shall pay the amounts of any sales, use, value-added, excise, gross receipts, gross income, business and occupation or similar present or future taxes, duties or other assessments imposed by any governmental authority on the sale, purchase, delivery, transporting, use or storage of, or otherwise in connection with, Products sold by OneSource to Buyer, as well as the amounts of any fine, penalty or interest thereon, incurred as a result of Buyer’s acts or omissions. Upon demand by OneSource, Buyer shall supply to OneSource copies of evidence of payment of or exemption from any taxes, duties or other assessments which Buyer is obligated to pay.
4. CHANGES AND CANCELLATIONS:
Orders cannot be changed or cancelled, in whole or in part, without OneSource’s written consent.
In the event Buyer requests a change and OneSource agrees in writing, OneSource shall be entitled to compensation for such change equal to the cost for the change as assessed by OneSource’s supplier or manufacturer, plus 15% of such costas equitable compensation to OneSource for such change. In no event shall OneSource be obligated to implement such change with its supplier or manufacturer absent a written acknowledgement by Buyer to implement such change and that such cost will be assessed. In the event Buyer requests a cancellation and OneSource agrees in writing, OneSource shall be entitled to compensation for such cancellation equal to the cancellation charges as assessed by OneSource’s supplier or manufacturer, plus 15% of such cost as equitable compensation to OneSource for order handling and cancellation.
5. RETURN OF PRODUCTS:
No Product will be accepted for return without OneSource’s prior written approval. Upon approval of a return of any Product, OneSource will issue a Return Goods Authorization (“RGA”). All returns require an RGA to be issued prior to being returned and are subject to final inspection. Returned Products must be in new condition, and must include original outer packaging, all disks, registration cards, inner packing materials and other accessories, and be received within 30 days of the original shipment date. Special orders are non-cancellable and non-returnable, including but not limited to nonstock material. OneSource reserves the right to refuse for return any returns that are damaged, incomplete, or otherwise non-conforming. Returns must be at least $25 in value to be eligible for pick up on a OneSource RGA.
If returns are allowed by OneSource or its suppliers or manufacturers, all returns are subject to a non-refundable restocking charge as reasonably determined by OneSource, reflecting costs actually incurred by OneSource or its suppliers or manufacturers in restocking returned Products. Original freight, shipping, handling, and/or other miscellaneous charges are non-refundable. Buyer is responsible for shipping any returned Product to OneSource or its supplier or manufacturer, at OneSource’s sole discretion. Buyer agrees to bear all shipping charges and assumes all risk of damage or loss or destruction of any Product which is accepted for return, repair, or replacement as provided herein.
Prices shall be those in effect at time of shipment.
7. DELIVERY AND TRANSPORTATION:
All Products shall be delivered F.O.B.shipping point and title and all risk of loss or damage to the Products passes to and is assumed by Buyer at the point of shipment. Special shipments, including, but not limited to, delivery via Air or Open (Top/Flatbed/Lift-Gate) Truck, and/or time dictated deliveries, will result in additional charges to Buyer.
8. DELAY IN DELIVERY:
Factory shipment or delivery dates are the best estimates of OneSource and/or its suppliers and manufacturers. OneSource shall not be liable for any delays or damages due to delays, however caused, suffered or claimed by Buyer, Buyer’s customer, or the ultimate user of the Products, including, without limitation, accidents to or breakdowns or mechanical failure of machinery or equipment; inclement weather; strikes, lockouts or other labor difficulties; shortage of labor, utilities, energy sources, transportation, or raw materials or parts, or failure of usual means of supply; or delays in ordering or releasing, fires; floods; explosions; war, declared or undeclared; insurrection; riots; acts of God or a public enemy; or priorities, allocations or limitations or other acts required or requested by the Federal, state or local governments or any of their subdivisions, bureaus or agencies. The foregoing shall be in addition to and not in limitation of any excuses for non performance available to OneSource under the Uniform Commercial Code or any other applicable law. OneSource may, at its option, cancel any Order of Buyer or delay performance here under for any period reasonably necessary due to any of the foregoing, during which time these Terms and Conditions shall remain in full force and effect. OneSource shall have the further right to then allocate its available products among its consumers in such manner as OneSource in its sole discretion may consider equitable.
Buyer acknowledges that OneSource is a distributor only and that Products sold by OneSource are not manufactured by OneSource. The Products may, in some cases, be covered by a supplier’s or manufacturer’s warranty. OneSource assigns and passes through to the Buyer any warranty of the supplier or manufacturer, and Buyer acknowledges that it shall have recourse only under such warranties and only as directly against the supplier or manufacturer of the products. ONESOURCE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS IT SELLS EXCEPT THOSE STATED IN THIS DOCUMENT. ONESOURCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SUCH PRODUCT, INCLUDING AND WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
10. RESTRICTIONS ON USE:
PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR IN CONNECTION WITH A NUCLEAR FACILITY.
11. LIMITATION OF LIABILITY:
Notwithstanding anything to the contrary elsewhere in these Terms and Conditions, OneSource shall not be liable for any losses, damages, claims or expenses (“Damage(s)”), whether direct, indirect ,consequential, incidental, special, exemplary or punitive, whether incurred by the Buyer, Buyer’s customer, or the ultimate user of the Products, including, but not limited to, rental expenses; lease expenses (both real property or equipment); loss of use, income, profit, financing, business and reputation; loss of management or employee productivity or of the services of such persons; principal office expenses including the compensation of personnel stationed there; or for loss of profit caused by or resulting from the use of any Products purchased by Buyer, any services that may be provided by or through OneSource,or from delay in delivering Products and, regardless of whether or not OneSource has knowledge of, or has been advised of, the possibility of such damages. OneSource’s total liability, whether arising from or related to breach of contract, tort, including negligence, strict liability, warranty, indemnity or any other cause of action,claim or basis whatsoever, is expressly limited to the purchase price of the specific Product involved and directly causing such Damage, even if such remedy fails its essential purpose. No action, regardless of form, arising under these terms and conditions may be brought by Buyer more than one (1) year after the occurrence of the event which gave riseto the Damage.
The failure of OneSource to insist upon the performance of any of these Terms or Conditions or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions or rights in the future, nor shall it bed eemed to be a waiver of any other term, condition, or right under thiscontract.
13. MODIFICATION OF TERMS AND CONDITIONS:
No terms and conditions other than those stated herein, and no agreement or understanding, in any way purporting to modify these terms or conditions, shall be binding on OneSource without OneSource’s written consent. Any additional or different terms in Buyer’s formare hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given.
These Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, thatBuyer may not assign any of its rights or obligations under these Terms and Conditions without the prior written consent of the OneSource. Any assignment made by Buyer shall not release Buyer of its obligations under these Terms and Conditions. Any assignment by Buyer in violation of this Paragraph shall, at OneSource’soption, be null and void and of no force and effect.
If any provision of these Terms and Conditions is determined to be invalid or unenforceable, that provision will be deemed to be severed from these Terms and Conditions and will not cause the remainder of these Terms and Conditions to be invalid or unenforceable.
These Terms and Conditions may not be amended or supplemented except by an instrument in writing signed by duly authorized representatives of OneSource.
17. LEGAL DISPUTES, GOVERNING LAW, AND JUDICIAL VENUE:
Buyer agrees that any claims or any disputes between Buyer and OneSource arising out of or related to these Terms and Conditions, Buyer’s purchase of the Products from OneSource, the Products themselves, or any other matter in dispute between the parties, shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws rules. Further, the parties irrevocably submit to the jurisdiction of the state and federal courts located in San Diego, California, and the parties expressly waive any right to object to the jurisdiction or venue of the courts in San Diego, California.
In the event of any dispute between Buyer and OneSource arising out of or related to these Terms and Conditions, Buyer’s purchase of the Products, the Products themselves, or any other matter in dispute between the parties, , the prevailing party in any legal proceeding or litigation shall be entitled to its reasonable attorneys’ fees and all expenses and costs, including, but not limited to, expert witness fees, incurred, in addition to any other relief to which it is entitled.
To the extent allowed by law, Buyer shall indemnify, defend and hold OneSource harmless from all claims, damages, expenses, liabilities and losses, including, without limitation attorney’s fees and costs incurred (“Claim(s)”), for personal injuries, bodily injury, property damages or other losses, whether or not a lawsuit or other action is filed, resulting or occurring from the use or failure of any Products provided by OneSource to Buyer to the extent OneSource’s sole negligence or willful misconduct is not the cause of such Claim.
The headings of each of these Terms and Conditions are for convenience of reference only and shall not form part of these Terms and Conditions. Such headings shall be ignored in the interpretation or construction of any of these Terms and Conditions.
20. NOTICE REGARDING PAYMENTS MADE BY CREDIT CARD
If you purchase goods and services from OneSource on credit, including, but not limited to, pursuant to terms of a purchase order, contract or agreement, or pursuant to terms provided in a credit application, then the following policy applies to payments for such purchases:
Except for point-of-sale purchases made by credit card at the time of sale, payments made by Credit Card shall be subject to a 2% surcharge on the value of the amount paid. “Credit Card” as used herein includes all types of cards including credit cards, debit cards, and all other bank and financial institute issued cards. Invoices allowing 2% discount by the 10th or other similar discount terms for early payment apply only to payments made by cash, check or wire transfer received by OneSource on or before the applicable date, and such discounts are not applicable to payments made by Credit Card.
21. ENTIRE AGREEMENT:
These Terms and Conditions constitute the entire and exclusive understanding of the parties with respect to the subject matter hereof and supersede all previous and contemporaneous written and oral agreements and warranties related to the subject matter hereof. Each Term and Condition hereunder will remain effective for so long as may be necessary to give effect of its purpose. Placement of an order with OneSource constitutes acceptance of these terms and conditions. Unless expressly modified by any other document actually signed by an authorized representative of OneSource, these Terms and Conditions shall supersede contrary terms and conditions found in any request for proposal, purchase order or similar documents provided by Buyer. If any part or provision of this Agreement is held by a court of law in a competent jurisdiction to be unenforceable for any reason, then the remaining provisions shall remain valid and in effect.