Terms and Conditions of Sale

  1. Governing Terms. By accessing, browsing, or otherwise using our website, requesting a quote, establishing a line of credit, placing an order, issuing a release, or accepting products or services from OneSource Distributors, LLC (“Seller”), you acknowledge and agree that all products and services provided by or on behalf of Seller to you and/or your subsidiaries or affiliates (collectively, “Customer”) shall be governed exclusively by these Terms and Conditions of Sale (“T&Cs”), which shall control regardless of any additional or conflicting legal terms and/or conditions contained on or referenced in any quotation, order, acknowledgement, invoice, website, release, correspondence, request, proposal, or other document or form issued by or on behalf of Customer, including, but not limited to, at any time in the course of dealing or performance, all of which are hereby rejected and deemed void and of no force or effect. Seller’s acknowledgment and/or acceptance of an order shall not be deemed an acceptance of any such other terms and/or conditions or a waiver of the provisions hereof; instead, these T&Cs may only be modified, waived, supplemented, or superseded with the express prior written consent of an authorized officer of Seller (i.e., with title of Vice President or President). Notwithstanding the foregoing, Seller reserves the right, in its sole discretion, to periodically revise these T&Cs without notice. Seller reserves the right to accept or reject any order.
  2. Payment Terms. Payment for all amounts due hereunder shall be due net thirty (30) days from date of invoice (the “Payment Date”) unless otherwise expressly agreed to by Seller and Customer in writing; provided, however, Seller may, in its sole discretion, require full payment in cash before order entry, shipment, or delivery. Payments not received when due will be subject to a late fee of 1.5%, or the maximum lawful rate, whichever is lower, of the outstanding invoice balance for each 30 day period or portion thereof past due. All costs of collecting monies due from Customer, including, but not limited to, legal expenses, legal interest, attorneys’ fees and collectors’ expenses, shall be paid by Customer to Seller upon demand. When Seller deems itself insecure with respect to Customer’s ability to pay, Seller may, in its sole discretion: (a) withhold, defer, or cancel shipments and/or orders; (b) require cash in advance; (c) demand immediate payment of all amounts then owed and pursue collection actions (including attorneys’ fees and costs of collection); and/or (c) impose, revoke, or revise Customer’s credit limits. Seller may also impose, revoke, or revise Customer’s credit limits, if any, at any time and for any reason. Customer agrees to give Seller current credit information, current annual financial statements, and proper authorizations for Seller to request financial information on Customer (including its subsidiaries and affiliates) from third parties, in each case, within five (5) days of request from Seller as a condition to beginning and/or continued credit extension. All amounts and payments are in U.S. dollars. Seller may set-off and/or deduct for any sums owed by Customer (including its subsidiaries and affiliates). Customer has no right to withhold or set-off amounts against Seller or its affiliates.
  3. Returns. Orders that were factory special orders or otherwise fabricated and altered to accommodate Customer are not returnable; otherwise, returns will be accepted prior to the Payment Date if prior authorization is obtained from Seller, which authorization shall be in Seller’s sole discretion, the product is in resalable condition and in the original, undamaged manufacturer’s package with sales receipt or invoice. Credit will be issued, if at all, based on Customer’s purchase price for the returned product less any vendor restocking charges, freight, insurance, and other expenses of disposal.
  4. Deliveries. Customer shall accept partial or pro rata deliveries in commercial units as full performance under Customer’s order if Seller is unable to fill Customer’s entire order. All goods shall be shipped FOB SHIP POINT, prepaid and billed, unless otherwise agreed by Seller in writing. Title and risk of loss pass to Customer on tender of delivery to the carrier. If goods are damaged in transit, Customer’s sole recourse is to file a claim with the carrier. Customer understands that delivery dates are estimates only and Seller shall not be liable for any late or delayed delivery.
  5. Warranties and Disclaimer. Customer acknowledges that Seller is a distributor and not a manufacturer and that Seller is not responsible for the design, fabrication, or manufacture of any materials, equipment, tools, or other goods provided by or on behalf of Seller, including for any defects therein. Seller is also not liable for defects in information, labeling, instructions, or packaging provided by secondary sources. Any warranty issued by the manufacturer shall be solely that of the manufacturer and not of Seller. Seller warrants good title to Customer and otherwise Seller shall assign to Customer, effective upon transfer of title, all assignable warranties of the manufacturer. Seller hereby authorizes Customer to make or settle any claims under such manufacturer’s warranties directly with any such manufacturer. Each jurisdiction’s laws, regulations, codes, and standards may vary regarding product labeling, warnings, instructions, specifications, manufacture, and installation, as well as regarding construction, zoning, and/or use of products for a specific purpose; thus; Customer agrees that certain products may not be appropriate for all areas or applications and Customer hereby agrees that Customer is solely responsible for ensuring proper compliance with all such laws, rules, regulations, codes, and standards. Customer shall comply with all applicable laws, rules, codes, standards, and regulations including, but not limited to, those concerning exports, anti-corruption, anti-bribery, child labor, affirmative action, and conflict minerals. EXCEPT FOR THE WARRANTIES OF TITLE ABOVE, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ANY WARRANTY AGAINST DEFECTS IN DESIGN, MATERIALS OR WORKMANSHIP, AND ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. CUSTOMER’S EXCLUSIVE REMEDIES AGAINST SELLER FOR BREACH OF WARRANTY ARE REPAIR OR REPLACEMENT OF GOODS, REPERFORMANCE OF SERVICES, OR CREDIT OF THE PURCHASE PRICE PAID, AT SELLER’S OPTION, WHICH MAY ONLY BE EXERCISED WITHIN ONE (1) YEAR OF PERFORMANCE (FOR SERVICES) OR SHIPMENT (FOR GOODS). SELLER’S OBLIGATIONS UNDER THIS SECTION 5 SHALL BE VOID UNLESS CUSTOMER PROVIDES SELLER WITH WRITTEN NOTICE OF THE NON-CONFORMITY IN THE GOOD OR SERVICE WITHIN THIRTY (30) DAYS OF DISCOVERY.
  6. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER OR ITS OWNERS OR AFFILIATES, OR ITS/THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CUSTOMERS, AGENTS, CONTRACTORS, ASSIGNEES, OR REPRESENTATIVES, FOR: (A) ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, LIQUIDATED, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS, USE, TIME, DATA, OR INCOME, WHETHER IN CONTRACT, TORT, OR OTHERWISE RESULTING FROM ITS PERFORMANCE, NON PERFORMANCE, OR DELAY HEREUNDER, AND WHETHER OR NOT SELLER HAD NOTICE OF THE POSSIBILITY THEREOF; AND (B) CLAIMS ARISING FROM ORDINARY WEAR AND TEAR, MISUSE, ABUSE, MISREPAIR, MISAPPLICATION, MODIFICATION, UNAUTHORIZED COMBINATION, IMPROPER SELECTION, FAILURE TO MAINTAIN, AND/OR IMPROPER INSTALLATION OF GOODS.
  7. SUBSTITUTE LIMITATION. IF A COURT OF COMPETENT JURISDICTION HOLDS THAT THE ABOVE LIMITATIONS OF WARRANTIES, LIABILITIES, AND REMEDIES CONTAINED HEREIN, OR ANY PORTIONS THEREOF, ARE VOID OR UNENFORCEABLE FOR ANY REASON, CUSTOMER EXPRESSLY AGREES THAT UNDER NO CIRCUMSTANCE SHALL SELLER’S TOTAL LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID FOR THE GOOD OR SERVICE GIVING RISE TO THE CLAIM AT ISSUE.
  8. Governing Law; Limitations. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, AND/OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE. The validity, interpretation, and performance hereof, and any dispute connected herewith, shall be governed and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The provisions of the Uniform Commercial Code as adopted by the State of Delaware shall apply, with no application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Notwithstanding the foregoing, any legal action by Customer concerning these T&Cs and/or any goods or services provided by or on behalf of Seller must be commenced within one (1) year after the cause of action has arisen.
  9. Taxes and Other Governmental Amounts. Customer shall pay any and all taxes, duties, tariffs, import fees, export fees, penalties, and similar charges levied by any government authority or agency in connection with goods and/or services provided by or on behalf of Seller to Customer. Unless otherwise expressly agreed by Seller in writing, such charges are not included in the price of goods or services and will be added to amounts due by Customer. Customer is responsible for all additional taxes, fees, duties, and penalties from taxing or other governmental authorities or agencies, and all legal expenses incurred by Seller, where arising due to changes in such amounts between the date of order and shipping or from incorrect or incomplete documentation or other information furnished by Customer.
  10. Force Majeure. Seller shall not be liable for any delay, impairment, or prevention of Seller’s performance, in whole or in part, due to any event, circumstance, or occurrence that is not within Seller’s control, including, but not limited to, acts of God, labor disruptions, acts of war, acts of terrorism (actual or threatened), governmental decrees or controls, imposition of or changes to tariffs or duties, changes to commodity markets, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship products or obtain permits or licenses, inability to procure supplies or raw materials, severe weather, catastrophic events, or any other event, circumstance, or cause beyond Seller’s control within the normal conduct of its business (collectively, “Force Majeure”). If Seller’s performance is so delayed, impaired, or prevented by Force Majeure, Customer agrees that Seller may, at Seller’s option: (i) suspend or terminate performance; and/or (ii) increase pricing and/or schedules for delivery or performance, in each case, without liability or penalty to Seller.
  11. Hazardous Substances. Customer acknowledges that Seller has neither created nor contributed to the creation or existence of any hazardous or otherwise dangerous substances or conditions at Customer’s sites, and Seller’s compensation hereunder is not commensurate with the potential risk of injury or loss that may be caused by exposure to, contamination by, or the presence of such substances or conditions.
  12. Product-Specific Clauses.
    1. ELECTRONIC AND PHOTOGRAPHIC CLEANING FLUIDS CUSTOMERS — It is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon (CFC) containing cleaning fluid for electronic and photographic equipment or aerosol hydrochlorofluorocarbon (HCFC) containing cleaning fluid for electronic and photographic equipment to anyone who is not a commercial user of this product. The penalty for violating this prohibition can be up to $25,000 per unit sold. Customers purchasing such products must present proof of their commercial status in accordance with 40 CFR 82.68(a) or (c). A "Commercial User," as defined in the regulation, means a person that uses the product in the purchaser's business, or sells it to another person and has one of the following identification numbers: (i) a Federal employer identification number; (ii) a State sales tax exemption number; (iii) a Local business license number; or (iv) a Government contract number.
    2. MOLD RELEASE AGENT CUSTOMERS – It is a violation of federal law to sell mold release agents containing hydrochlorofluorocarbon (HCFC) as propellants to anyone, except for use in applications where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold.
    3. WASP AND HORNET SPRAY CUSTOMERS – It is a violation of federal law to sell or distribute wasp and hornet sprays containing hydrochlorofluorocarbon (HCFC) as solvents to anyone, except for use near high-tension power lines where no other alternative except a class I substance is available. The penalty for violating this prohibition can be up to $25,000 per unit sold.
    4. REFRIGERANT CUSTOMERS — Effective November 14, 1994, in accordance with the Federal Clean Air Act, sale of class I (CFC) and class II (HCFC) refrigerant will be restricted to resale purchases and/or to certified professional service technicians. To purchase regulated refrigerant products, Customer must present a certification card or sign a statement of resale to complete the purchase.
    5. OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION— MSDS for OSHA-defined hazardous substances are available at your local Seller branch, or by contacting Seller's U.S. corporate headquarters. Seller makes no warranty with respect to the accuracy of the information or the suitability of the recommendations in the MSDS, all of which are provided by the manufacturers at issue, and, to the maximum extent permitted by applicable law, Seller disclaims any and all liability to Customer or any user or consumer with respect thereto. Proposition 65 is a California law requiring the state to maintain a list of chemicals that may cause cancer, birth defects, or reproductive harm. There are over 850 listed chemicals and Seller will attempt to provide a reasonable warning before potentially exposing Californians to such chemicals, but Customer acknowledges and agrees that Seller is a distributor and not a manufacturer of such goods and that Seller thus makes no warranty with respect to the accuracy, reasonableness, or suitability of the information or warnings provided in connection therewith, it being understood and agreed that such information and warnings are provided by the manufacturers at issue. Thus, to the maximum extent permitted by applicable law: (i) Seller disclaims any and all liability with respect thereto; and (ii) Customer hereby releases Seller and its parents and affiliates from and for any and all claims, fines, penalties, and damages arising from or in connection therewith, it being agreed that Customer’s sole recourse under Proposition 65 shall be against the manufacturer at issue. To learn more about Proposition 65, please visit www.oehha.ca.gov.
    6. MATERIALS OF TRADE — Customer represents that if it is purchasing goods as its "materials of trade" as defined in the Hazardous Materials Regulations in Title 49 of the Code of Federal Regulations, that the goods will be used in direct support of its business, which is not transportation, and that such goods shall not be resold or transported in a vehicle other than one owned by itself.
  13. Intellectual Property. Customer shall have no right, title, or interest in, to, or under Seller’s trademarks, tradenames, patents, copyrights, domain names, trade dress, product names, catalogs, or other intellectual property rights, or to any such intellectual property rights of the manufacturers or sub-suppliers of products provided by or on behalf of Seller pursuant hereto.
  14. Independent Contractor. The status of Seller and its personnel and any subcontractors is and will be that of independent contractors, and no such personnel or subcontractors will, at any time or for any purpose, be deemed Customer’s employees or agents.
  15. Dispute Resolution. The parties shall exercise their best efforts to resolve by negotiation any and all disputes, controversies, or differences arising out of or relating to these T&Cs or the goods or services provided by or on behalf of Seller to Customer in connection herewith. All disputes, controversies or differences between the parties that are not settled by negotiation shall be decided by litigation in the appropriate State or Federal Courts located in Wilmington, Delaware.
  16. Security Interest. Customer hereby grants Seller a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable, cash, or other proceeds resulting from insurance or the resale thereof until full and final payment is made to Seller. Customer shall file, and it hereby permits and authorized Seller to file, all financing statements and other applicable documentation necessary to perfect, confirm and continue the validity, priority and enforceability of such liens and/or security interests. Customer further authorizes Seller to notify any creditor asserting a security interest in Customer’s assets that Seller has been granted a purchase money security interest and/or chattel mortgage in the products.
  17. Assignment Customer shall not assign any order, or interest therein, without Seller’s express prior written authorization. Actual or attempted assignment without Seller’s prior written consent shall be void and unenforceable and shall entitle Seller to cancel such order upon notice to Customer.
  18. Third Parties These T&Cs are solely for the benefit of the parties hereto and no other person or party is conferred any rights, benefits or claims.
  19. Severability. If any term in these T&Cs is to any extent found invalid or unenforceable, such term shall be excluded to the extent of such invalidity or unenforceability and all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If such replacement is not permitted and possible, the invalid or unenforceable term shall be severed from these T&Cs and the remaining terms and conditions shall be valid and fully enforceable as written.
  20. Entire Agreement These T&Cs, together with the commercial (i.e., non-legal) terms of Seller’s forms, acknowledgements, quotations and invoices, constitute the entire and exclusive agreement between Seller and Customer. All typographical or clerical errors made in these T&Cs or by Seller in any quotation, acknowledgement, or publication are subject to correction by Seller, in its sole discretion.
Last updated 12/4/2018