Edges Terms and Conditions of Sale

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TERMS AND CONDITIONS OF SALE

It is the desire of the Customer to obtain the goods, parts, components, equipment, materials, products, or related services (“Products”) sold by Edges Electrical Group, LLC ("EDGES"). Customer agrees as follows:

1.       AGREEMENT. Products sold by EDGES are sold on the terms and conditions set forth herein and based on EDGES standard terms and conditions of sale current as of the date of the particular sale, and on the terms and conditions on the invoice relating to the particular sale these Terms and Conditions of Sale, Customer warrants that it has had the opportunity to review all such terms and conditions, which terms and conditions are incorporated herein by this reference as though an original part thereof, and, as so incorporated, constitute the entire agreement ("Agreement") between EDGES and Customer, take precedence over any Customer terms and conditions, regardless of whether Customer’s terms and conditions are provided prior or subsequent to this Credit Application and Agreement being executed. Neither EDGES' commencement of performance or delivery of Products constitutes an acceptance of Customer's terms or conditions. Any additional or conflicting terms on Customer's purchase order or acknowledgment are hereby rejected. Any changes to the above stated terms are not valid unless approved in writing by an officer of EDGES. Any changes to the above the herein stated terms are not valid unless approved in writing by an officer of EDGES.

2.       RETURNS. No Products shall be returned to EDGES without written authorization from EDGES. All authorized returns shall be subject to re-stocking charges, freight charges, and cancellation charges. Special order and non-stock items may not be returned.

3.       WARRANTIES. EDGES is a distributor/reseller of Products. Therefore, all Products are sold subject solely to the warranties provided by their respective manufacturers. EDGES hereby assigns and passes through to the Customer any warranty of the manufacturers. In the event that any of the Products are defective in design, manufacture, or material and so long as Customer notifies EDGES of such defects within the applicable manufacturer’s standard warranty period, EDGES may, at its election and in its sole discretion, attempt to obtain from the manufacturer thereof, in accordance with the warranty policy of the manufacturer, the repair or replacement of the subject Product. However, Customer is ultimately responsible for pursuing any remedy that Customer may have with respect to any warranty claims against the manufacturer and Customer acknowledges that it shall have recourse only under such warranties and only as against each such Manufacturers of the Products. EDGES MAKES NO WARRANTY AS TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EDGES EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE WARRANTIES OR GUARANTEES, ANY IMPLIED WARRANTIES ARISING FROM STATUTE, TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND NON- INFRINGEMENT. Customer is solely responsible for determining whether Products are appropriate for Customer's specific requirements. If any model or sample was shown to Customer, the model or sample was used merely to illustrate the general type and quality of goods and not to represent that the goods necessarily conform to the model or sample. Statements by EDGES or the manufacturer, whether written or oral, concerning properties and performance characteristics of the Products serve as illustration only and are not warranties and are not binding.

5.       PERFORMANCE. Products are sold FOB shipping point as defined by Incoterms 2010. Shipping lead-times are approximates only based on estimated manufacturing lead-times at the time the Products are quoted or ordered. Neither EDGES nor its manufacturers shall be liable for any damages caused by delays beyond any quoted lead-times that may be claimed by Customer, Customer’s customer, or the ultimate user of the Products, regardless of the cause of such delays. Items not shipped are placed on back order, and will be shipped as soon as available subject to the price in effect at time of shipment. Customer must report all discrepancies in Product deliveries, shortages, or erroneous charges to EDGES within 10 days of receipt, otherwise the Products and amounts charged are deemed accepted. Use of the Products constitutes acceptance. Should shipments be held or stored beyond delivery date for convenience of Customer, EDGES may, at its sole discretion, assess reasonable charges for any holding or storage.

6.       PRICE. All published prices are subject to change without notice. Any firm quotes provided by Edges are subject to change due to tariffs that may affect prices after the quote is given or any other circumstance that would make performance impossible, impractical, or would frustrate the purpose of the contract.

7.       LIMITATION OF LIABILITY. IN NO EVENT SHALL EDGES, OR ITS MANUFACTURERS, OR EITHER OF THEIR EMPLOYEES, AGENTS, OR OWNERS (TOGETHER “SELLER ENTITIES”), BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RESULTING FROM PRODUCTS ORDERED OR DELIVERED, NEGLIGENCE, BREACH OF WARRANTY, OR UNDER ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOST PROFITS, SAVINGS OR DATA, DOWNTIME, LOSS OF GOODWILL, OR DAMAGE TO OR REPLACEMENT OF EQUIPMENT OR PROPERTY. IN NO EVENT SHALL SELLER ENTITIES BE LIABLE FOR CLAIMS BY THIRD PARTIES. IN NO EVENT SHALL SELLER ENTITIES BE LIABILITY FOR DAMAGES, IF ANY, THAT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT CAUSING THE DAMAGES.

8.       INDEMNITY. To the extent permitted by law, Customer assumes full and complete responsibility for all uses and/or applications of Products, and agrees to indemnify, defend, and hold SELLER ENTITIES harmless from and against any and all liability, damages, losses, claims, demands, actions, causes of action, costs, including attorneys' fees, and expenses, resulting from death or injury to any person, damage to any property, or any other alleged damages resulting from aforementioned uses and/or application of Products.

9.       DISPUTES. In any action to enforce or interpret this Agreement, the prevailing party is entitled to recover, as an element of the costs of suit, and not as damages, reasonable attorneys' fees to be fixed by the court (including, without limitation, attorney time, costs, expenses, expert fees, and fees on any appeal) whether or not the dispute is ultimately resolved by a court. EDGES and Customer agree that the use of either in-house counsel or an outside law firm will qualify the prevailing party to recover reasonable attorney fees for the resources expended in resolving the dispute. This Agreement is governed by, and will be interpreted and enforced under, the internal laws of the State of California (irrespective of its choice of law principles). Any suit to enforce this Agreement may be brought only in the federal and state courts located in the County of Santa Clara, California, and such courts have exclusive in personam jurisdiction and venue with respect to such suit. Customer and EDGES irrevocably submit to jurisdiction in the Federal and State courts of Santa Clara County, and to service of process by certified or registered mail or recognized overnight carrier at EDGES’ and Customer’s last reported place of business, or at the sole discretion at the party serving, service as required by law.

10.   ASSIGNMENT. Any debts owed by Customer to EDGES are fully assignable to any third party for collections purposes.

11.   COMPLETE AGREEMENT. This instrument and any referenced documents expressly incorporated herein contain the entire written agreement between the parties relating to representations made, the rights herein granted, and the obligations herein assumed. Any or modifications of this instrument shall be of no force or effect unless reduced to writing and signed by all parties.

12.   INTERPRETATION. Each term and provision of this agreement shall be valid and enforceable to the fullest extent permitted by law and any invalid, illegal or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision. EDGES’ failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.

13.   MISC. This Agreement inures to the benefit of EDGES and any of its successors or assigns.