I. INDUSTRIAL MAINTENANCE SUPPLY STANDARD TERMS AND CONDITIONS
Please read these terms and conditions carefully. They contain important information concerning customer’s (“Customer”) legal rights, warranties, obligations and available dispute resolutions remedies. They also provide that if Industrial Maintenance Supply is unable to resolve any matter to Customer’s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.
Except in those instances where Industrial Maintenance Supply and a business Customer (“Business Customer”) enter into a separate written contract for the purchase of products and/or services providing for separate terms of sale, the following terms and conditions will apply. For clarification, the term “Customer” includes Business Customers as well as individuals, and the term Business Customer includes, but is not limited to, government, institutional, and educational customers.
A. SALES POLICY FOR PRODUCTS
1. WHOLESALE & RETAIL ONLY.
Industrial Maintenance Supply, Inc. ("Industrial Maintenance Supply") sells its complete offering to Business Customers, while also serving individuals.
A. “Web Prices” displayed on Industrial Maintenance Supply.com: (i) are offered to Customers that do not have other pricing arrangements with Industrial Maintenance Supply; (ii) are subject to these Terms of Sale; (iii) are available for orders placed on Industrial Maintenance Supply.com, by phone, or at Industrial Maintenance Supply branch locations; (iv) do not include freight, handling fees, taxes, and/or duties; and (v) are subject to change or correction at any time and without notice.
B. Customers that have other pricing arrangements with Industrial Maintenance Supply can view their prices and the applicable prices to which discounts, if any, are applied, when logged into their Industrial Maintenance Supply.com account. Export orders may be subject to other special pricing.
C. Industrial Maintenance Supply reserves the right, in its sole discretion, to offer a volume discount (“Volume Discount”) to Customers based upon the quantity of products purchased in a single transaction. Volume Discount pricing is subject to product availability, and quantity limits may apply. Resale by Customers at retail or online of products purchased under Volume Discount pricing is prohibited. Industrial Maintenance Supply reserves the right to: (i) accept or reject any Volume Discount order; or (ii) charge the full price for the product if the event that Volume Discount priced items are returned.
3. SALES TAX.
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, Customer shall indicate which products are tax exempt.
4. PAYMENT AND CREDIT TERMS.
Industrial Maintenance Supply accepts cash, checks, money orders, Visa, MasterCard, and American Express. For Customers with established Industrial Maintenance Supply credit, payment terms are net thirty (30) days from the date of shipment or pick-up of products. Industrial Maintenance Supply’s preferred method for Business Customer’s payment is via Electronic Funds Transfer (“EFT”) utilizing CTX820 format. All credit extended by Industrial Maintenance Supply and the limits of such credit, is at Industrial Maintenance Supply’s sole discretion, and may be reduced or revoked by Industrial Maintenance Supply at any time, for any reason. As a condition for the continued extension of credit, Customer agrees to provide Industrial Maintenance Supply with current credit information and the latest annual financial statement within five (5) business days following request by Industrial Maintenance Supply. Industrial Maintenance Supply reserves the right to charge a convenience fee for late payments. Industrial Maintenance Supply further reserves the right to charge Customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. Industrial Maintenance Supply has the right of set-off and deduction for any sums owed by the Customer to Industrial Maintenance Supply.
If the Customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Industrial Maintenance Supply’s credit terms, or fails to supply adequate assurance of full performance to Industrial Maintenance Supply within a reasonable time after requested by Industrial Maintenance Supply (such time as specified in Industrial Maintenance Supply's request), Industrial Maintenance Supply may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. If Customer fails to comply with these payment terms, Industrial Maintenance Supply may, at its sole discretion, and without notice, immediately terminate any agreements it has with Customer. Upon such termination all amounts owed by Customer to Industrial Maintenance Supply shall become immediately due and payable.
Industrial Maintenance Supply has the right, at any time and in its sole discretion, to immediately change the terms of any credit extended to Customer if: (i) there is a material change in Customer’s financial capability or creditworthiness; (ii) Business Customer enters into or signs an agreement regarding any Change of Control; or (iii) a trustee, receiver or examiner is appointed for Business Customer or its affiliates or subsidiaries or Business Customer’s plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease, or other disposition of all or substantially all of Business Customer’s assets; (y) transaction or series of related transactions (by stock sale or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% of Business Customer’s voting control; or (z) merger or consolidation involving Business Customer.
Additionally, Business Customer, and each of its subsidiaries and affiliates, agrees to provide to Industrial Maintenance Supply proper authorization necessary for Industrial Maintenance Supply to request any financial information from third parties.
Business Customer hereby unconditionally guarantees payment as a primary obligor of, as provided herein, all purchases made by Business Customer, its subsidiaries and affiliates. Each of Business Customer’s subsidiaries and affiliates purchasing from Industrial Maintenance Supply are jointly and severally liable for all purchases made by Business Customer and its subsidiaries, and Customer is also acting as agent for such subsidiaries and affiliates. Business Customer further agrees to defend, indemnify and hold harmless Industrial Maintenance Supply from any and all claims, injuries, damages, losses or suits, including, without limitation, attorneys’ fees and costs, arising out of, or in connection with any attempt to disgorge or recover payments to Industrial Maintenance Supply made on behalf of Business Customer by a subsidiary and affiliate on the grounds that such payment was improper, unauthorized, or constituted a fraudulent transfer.
5. SECURITY INTEREST.
Customer hereby grants to Industrial Maintenance Supply a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Industrial Maintenance Supply. Customer agrees to file, and it permits and authorizes Industrial Maintenance Supply to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforce ability of Industrial Maintenance Supply’s lien or security interest.
6. CREDIT BALANCE.
Customer agrees that any credit balance(s) issued by Industrial Maintenance Supply must be used within two (2) years from the date the credit was issued and may only be used for purchases of products. Any unused credit or portion thereof will automatically expire after two (2) years, or be processed pursuant to state law.
B. DISPUTE RESOLUTION - ARBITRATION
Any dispute of any sort that might arise between Industrial Maintenance Supply and Customer, including any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through Industrial Maintenance Supply, or arising from or relating to any communication between Customer and Industrial Maintenance Supply or its agents, will be resolved by binding arbitration, rather than in court, and solely on an individual basis and not in a class, consolidated or representative action, except that Customer may assert claims in small claims court if Customer’s claims qualify.
Customer acknowledges and agrees that it is waiving the right to sue or go to court to secure relief. The Federal Arbitration Act and federal arbitration law apply to all disputes between Industrial Maintenance Supply and Customer, including any disputes relating to or arising from any purchases made by Customer.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).
If any provision of this Section B, is held to be invalid or unenforceable, then that provision or portion notwithstanding, this Section B will remain in force and effect, and such provision or portion will be deemed omitted, and this Section B will be construed as if such provision had not been contained herein.
Industrial Maintenance Supply and Customer both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
C. FREIGHT POLICY
Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Industrial Maintenance Supply charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on Customer's invoice. Receipts for shipping and handling charges will not be furnished. For customers with an established Industrial Maintenance Supply account, orders over U.S. $1500 (including any backorders) are shipped freight free for standard parcel delivery. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, less than truckload (LTL) shipments, air freight, freight collect, export orders, hazardous materials, Customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by Customer. Fuel surcharges may be applied. Title and risk of loss pass to Customer upon tender of shipment to the carrier. If the product is damaged in transit, Customer's only recourse is to file a claim with the carrier.
D. PRODUCT WARRANTY POLICY
1. SATISFACTION GUARANTEE TO ALL CUSTOMERS.
Customer should contact Industrial Maintenance Supply if not satisfied with a product for any reason. Industrial Maintenance Supply will promptly provide an exchange or refund if the product is returned within 30 days of delivery, in its original packaging and with proof of purchase from Industrial Maintenance Supply.
2. LIMITED WARRANTY FOR BUSINESS CUSTOMERS.
A. ALL PRODUCTS SOLD ARE WARRANTED BY INDUSTRIAL MAINTENANCE SUPPLY ONLY TO BUSINESS CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE.
B. INDUSTRIAL MAINTENANCE SUPPLY WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM INDUSTRIAL MAINTENANCE SUPPLY, UNLESS OTHERWISE STATED. PROVIDED THAT INDUSTRIAL MAINTENANCE SUPPLY ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, INDUSTRIAL MAINTENANCE SUPPLY MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY THE BUSINESS CUSTOMER. BUSINESS CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE INDUSTRIAL MAINTENANCE SUPPLY BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY INDUSTRIAL MAINTENANCE SUPPLY, SHIPPING COSTS PREPAID. INDUSTRIAL MAINTENANCE SUPPLY'S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY BUSINESS CUSTOMER FOR THE PRODUCT, SHALL BE BUSINESS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
3. WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY.
A. FOR BUSINESS CUSTOMERS: EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY INDUSTRIAL MAINTENANCE SUPPLY. INDUSTRIAL MAINTENANCE SUPPLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. INDUSTRIAL MAINTENANCE SUPPLY ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. INDUSTRIAL MAINTENANCE SUPPLY EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. INDUSTRIAL MAINTENANCE SUPPLY'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
B. FOR ALL OTHER CUSTOMERS: EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY INDUSTRIAL MAINTENANCE SUPPLY. INDUSTRIAL MAINTENANCE SUPPLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. INDUSTRIAL MAINTENANCE SUPPLY ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. INDUSTRIAL MAINTENANCE SUPPLY EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE.
CERTAIN STATE LAWS 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, OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.
4. Warranty Product Return.
Before returning any product, Customer may contact Industrial Maintenance Supply either by logging on to Industrial Maintenance Supply.com/returns or calling Industrial Maintenance Supply’s Customer Care at 760-929-0418. Proof of purchase is required in all cases.
5. Manufacturer’s Warranty.
For information on a specific manufacturer's warranty, please contact the local Industrial Maintenance Supply branch or call Industrial Maintenance Supply Customer Care at 760-929-0418
6. Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Industrial Maintenance Supply does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Industrial Maintenance Supply accept responsibility for construction, installation and/or use of a product. It is Customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
7. Cross-Reference Information.
Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine suitability of the product for Customer's intended use.
E. PRODUCT INFORMATION
1. Catalog/Website Information.
Industrial Maintenance Supply is a distributor of products. Information about the products in the Industrial Maintenance Supply catalog or web site is provided by the manufacturers and/or suppliers. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any Industrial Maintenance Supply catalog, literature or websites does not constitute the right to purchase products. Industrial Maintenance Supply reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the Industrial Maintenance Supply catalogs and websites, and Industrial Maintenance Supply reserves the right to correct or change such pricing errors without notice. Industrial Maintenance Supply further reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from Industrial Maintenance Supply.
2. Product Substitution.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
3. Safety Data Sheets.
Safety Data Sheets (“SDS”) for OSHA defined hazardous substances are supplied by the manufacturers and/or suppliers. INDUSTRIAL MAINTENANCE SUPPLY MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION IN ANY SDS. CUSTOMER END USER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT. Send SDS requests to Industrial Maintenance Supply email@example.com
4. California Proposition 65.
The State of California requires that certain warnings be given concerning products which contain chemicals subject to Proposition 65. A complete list of Proposition 65 regulated chemicals is available at www.oehha.ca.gov. Applicable Proposition 65 warning(s), (see below) are provided directly on the Industrial Maintenance Supply.com product page and upon product purchase.
Warning: This product may contain a chemical known to the State of California to cause cancer.
Warning: This product may contain a chemical known to the State of California to cause birth defects or other reproductive harm.
5. Purchasers of Products used with or for Potable Water .
The federal Safe Drinking Water Act (42 U.S.C. 300g-6) and regulations in CA, LA, MD, and VT prohibit plumbing products (including but not limited to pipes, pipe fittings, solder, flux, plumbing fitting, etc.) used to convey water for human consumption that are not “lead free” as defined by the regulations. In order to determine your particular state’s standards applicable to the products you purchase for use in or for potable water applications, direct your inquiries to the appropriate regulatory agency in your state. In order to determine the federal standards applicable to the products you purchase for use in or for potable water applications, visit http://water.epa.gov/drink/info/lead/index.cfm. For identification of products impacted by these regulations, go to Industrial Maintenance Supply.com.
6. Important Notice to Federal Customers Re: Country of Origin.
While products listed on GSA Advantage!® meet the requirements of the Trade Agreements Act (“TAA”), as implemented by Federal Acquisition Regulations Part 25, other products sold by Industrial Maintenance Supply may not meet the requirements. At the time of purchase, Industrial Maintenance Supply will advise properly identified and authorized Federal Customers if a product is “TAA-compliant.” Any Federal Customer purchasing a non-TAA item will be making an “open market” purchase that is not covered by any contract. Federal Customers are advised that the open market purchases are NOT GSA schedule purchases. By purchasing any product on the open market, the Federal Customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.
7. Refrigerant Customers.
In accordance with the Clean Air Act of 1990, as amended, sale of Class 1 (“CFC”) and Class 2 (“HCFC”) refrigerant will be restricted to resale purchases and/or to certified professional service technicians. To purchase regulated refrigerant products, all Customers must present a certification card or sign a statement of resale to complete the purchase.
F. GENERAL TERMS
1. Electronic Data Interchange.
If Industrial Maintenance Supply and Business Customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, Business Customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Industrial Maintenance Supply and Business Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by Industrial Maintenance Supply regarding EDI purchases made by Business Customer shall be deemed to be conclusive.
2. Third Party Payment Provider.
If Business Customer elects to use a third party payment system provider (“Third Party Provider”) and Industrial Maintenance Supply is charged fees by the Third Party Provider, Industrial Maintenance Supply reserves the right to seek reimbursement from Business Customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
3. Intellectual Property.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved by Industrial Maintenance Supply, or any IP owned by manufacturers and/or suppliers to Industrial Maintenance Supply. All materials contained in Industrial Maintenance Supply catalogs or on its web sites are subject to the ownership rights of Industrial Maintenance Supply and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of Industrial Maintenance Supply or its manufacturers and/or suppliers without Industrial Maintenance Supply's permission.
4. Independent Contractors.
Industrial Maintenance Supply and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate Industrial Maintenance Supply in any manner, nor may Customer represent to anyone that it has the right to do so.
5. Code of Conduct.
Industrial Maintenance Supply's Business Conduct Guidelines are available by logging on to Industrial Maintenance Supply.com, clicking on the “Investor Relations” link at the bottom of the page, and accessing Corporate Governance. Customer agrees to refrain from taking any action that may cause a Industrial Maintenance Supply employee to violate the Business Conduct Guidelines. Customer should report any alleged violations by calling the Industrial Maintenance Supply Customer Service Department at 760-929-0418
6. Sourced Product.
Industrial Maintenance Supply may procure product not available through Industrial Maintenance Supply catalogs or available on Industrial Maintenance Supply.com for a Customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by Industrial Maintenance Supply and charged to Customer. Sourced Product may not be returned without a return goods authorization issued by Industrial Maintenance Supply, and no cancellations, refunds or credits are allowed without Industrial Maintenance Supply’s prior approval. Industrial Maintenance Supply, at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product. INDUSTRIAL MAINTENANCE SUPPLY'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE CUSTOMER'S SOLE REMEDY.
7. Custom Product.
Industrial Maintenance Supply may offer products manufactured or assembled to Customers specifications (“Custom Product(s)”). Industrial Maintenance Supply is not responsible for verifying or confirming the accuracy of specifications provided by Customer to Industrial Maintenance Supply for Custom Products. INDUSTRIAL MAINTENANCE SUPPLY'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION I.C.3 ABOVE. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.
All product order cancellations, if not prohibited above, must be approved by Industrial Maintenance Supply, and may be denied or subject to restocking fees and other charges.
9. Product Return by Business Customers.
Product returns by Business Customers, if not prohibited above, must be made within one (1) year from date of purchase, unless otherwise indicated. Business Customer should go to Industrial Maintenance Supply.com\returns for instructions. Industrial Maintenance Supply does not take title to returned products until the item is received by Industrial Maintenance Supply at the applicable return location. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by Industrial Maintenance Supply.
10. Materials of Trade.
Business Customer represents that if it is purchasing products as its “materials of trade,” as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of Business Customer’s business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by Business Customer.
11. Force Majeure.
Industrial Maintenance Supply shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Industrial Maintenance Supply in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of Industrial Maintenance Supply. Any actual or attempted assignment without Industrial Maintenance Supply's prior written consent shall entitle Industrial Maintenance Supply to cancel such order upon notice to Customer.
13. No Third-Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
14. Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of California, excluding its conflict of law rules, and to the extent allowed under these terms and conditions, both Industrial Maintenance Supply and Customer agree that venue shall be proper either in the state courts in San Diego, California or the federal courts for California.
If any portion of these terms and conditions is found to be invalid or unenforceable, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
16. Modification of Terms.
Industrial Maintenance Supply’s acceptance of any order is subject to Customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from Customer's receipt of Industrial Maintenance Supply’s acknowledgment, or from Customer’s acceptance of all or any part of the products ordered. No additions or modifications of Industrial Maintenance Supply’s terms and conditions by Customer shall be binding upon Industrial Maintenance Supply, unless agreed to in writing by an authorized representative of Industrial Maintenance Supply. If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Industrial Maintenance Supply’s acknowledgment, Industrial Maintenance Supply’s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by Industrial Maintenance Supply of any of the terms and conditions contained herein or in Industrial Maintenance Supply’s acknowledgment. Industrial Maintenance Supply reserves the right to accept or reject any order.
17. Complete Agreement.
The terms and conditions in: (i) Industrial Maintenance Supply’s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and Industrial Maintenance Supply.
Business Customers represent that any person accepting these Terms of Sale on behalf of the Business Customer is authorized to do so and that all employees and representatives of the Business Customer who access Industrial Maintenance Supply.com or any other Industrial Maintenance Supply website or application on behalf of the Business Customer or otherwise purchase products from Industrial Maintenance Supply on behalf of Business Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from Industrial Maintenance Supply on behalf of Business Customer. Business Customers hereby agree to indemnify and hold Industrial Maintenance Supply harmless against any breach of this representation.
II. ADDITIONAL TERMS AND CONDITIONS RELATED TO THE PERFORMANCE OF SERVICES BY INDUSTRIAL MAINTENANCE SUPPLY OR OTHER PROVIDERS FOR BUSINESS CUSTOMERS
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, PERFORMANCE OF SERVICES WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL SERVICE TERMS”). SERVICES MAY BE PERFORMED BY: (i) INDUSTRIAL MAINTENANCE SUPPLY, ITS SUBSIDIARIES, AFFILIATES OR SUBCONTRACTORS (“INDUSTRIAL MAINTENANCE SUPPLY”); OR THIRD-PARTY SERVICE PROVIDERS ENGAGED BY INDUSTRIAL MAINTENANCE SUPPLY ("THIRD-PARTY PROVIDERS"). FOR PURPOSES OF THIS SECTION II, “SERVICE PROVIDER” REFERS TO EITHER INDUSTRIAL MAINTENANCE SUPPLY OR A THIRD-PARTY PROVIDER DEPENDING UPON WHICH OF THEM IS PERFORMING SERVICES, AND “SERVICE PROVIDER PERSONNEL” REFERS TO PERSONNEL OF SUCH SERVICE PROVIDER.
THE TERMS AND CONDITIONS CONTAINED IN THIS SECTION II ARE EXTENDED SOLELY BY THE SPECIFIC SERVICE PROVIDER PERFORMING SERVICES, AND ANY OBLIGATIONS CONTAINED IN THIS SECTION II DO NOT APPLY TO ANY OTHER SERVICE PROVIDER REFERENCED IN THE FOREGOING PARAGRAPH. A THIRD-PARTY PROVIDER MAY REQUIRE BUSINESS CUSTOMER TO EXECUTE ADDITIONAL CONTRACTUAL DOCUMENTS PRIOR TO THE PERFORMANCE OF SERVICES, WHICH DOCUMENTS MAY MODIFY THE TERMS BETWEEN BUSINESS CUSTOMER AND SUCH THIRD-PARTY PROVIDER AS SET FORTH IN THIS SECTION II.
IN THE EVENT OF A CONFLICT BETWEEN THE STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL SERVICE TERMS IN SECTION II, THE ADDITIONAL SERVICE TERMS IN SECTION II SHALL PREVAIL FOR THE PERFORMANCE OF SERVICES.
1. LIMITED SERVICES WARRANTY.
ALL SERVICES WILL (i) BE PERFORMED IN A WORKMANLIKE MANNER; (ii) CONFORM TO THE SPECIFICATIONS (IF ANY) PROVIDED BY THE SERVICE PROVIDER IN A STATEMENT OF WORK; AND (iii) BE WARRANTED FOR A PERIOD OF NINETY (90) DAYS AFTER PERFORMANCE OF SERVICES (“LIMITED WARRANTY PERIOD”). IF SERVICES ARE IMPROPERLY PERFORMED AND BUSINESS CUSTOMER NOTIFIES THE SERVICE PROVIDER OF THE IMPROPERLY PERFORMED SERVICE DURING THE LIMITED WARRANTY PERIOD, THEN THE SERVICE PROVIDER WILL RE-PERFORM THOSE SERVICES, IN WHOLE OR IN PART, AS NECESSARY TO CURE THE PARTICULAR BREACH, OR AT THE SERVICE PROVIDER’S SOLE OPTION, REFUND THE AMOUNT PAID BY BUSINESS CUSTOMER FOR THE SERVICES DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH. THE SERVICE PROVIDER’S RE-PERFORMANCE OR REFUND OF AMOUNTS PAID BY BUSINESS CUSTOMER FOR THE SERVICE DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH SHALL BE BUSINESS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY.
2. WARRANTY DISCLAIMER AND WAIVER FOR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION II FOR SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE SERVICE PROVIDER DISCLAIMS, AND BUSINESS CUSTOMER WAIVES, ALL OTHER WARRANTIES FOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. THE WARRANTIES SET FORTH IN THIS SECTION II ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SERVICES FOR THEIR INTENDED PURPOSE AND SHALL NOT APPLY TO SERVICES WHICH HAVE BEEN SUBJECT TO MODIFICATION BY BUSINESS CUSTOMER OR ANY THIRD PARTY.
3. LIMITATION OF LIABILITY.
INDUSTRIAL MAINTENANCE SUPPLY AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SERVICES. THE LIABILITY OF INDUSTRIAL MAINTENANCE SUPPLY OR ANY THIRD-PARTY PROVIDER PERFORMING SERVICES IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE FOR THE PERFORMANCE OF THE PORTION OF SERVICES THAT GIVES RISE TO ANY PARTICULAR LIABILITY.
4. Payment and Credit Terms.
Except as otherwise agreed to by the parties, Business Customer will be invoiced upon completion of services. Payment terms are net thirty (30) days from the date of invoice. All other payment terms are as set forth in Section I.A.4.
Service Provider or Business Customer may terminate their service agreement at any time and for any reason upon thirty (30) days’ written notice to the other party. If terminated by Business Customer, Business Customer shall pay Service Provider an amount equal to the greater of (i) Ten percent (10%) of the total project cost quotation thereto (the “Total Project Cost”), or (ii) an amount equal to the Total Project Cost multiplied by the percentage completion for such project at the time the notice of termination is given, as determined by Service Provider.
Business Customer shall defend, indemnify and hold harmless Industrial Maintenance Supply, Third-Party Providers, and their respective officers, directors, employees, subcontractors and agents (each individually, an “Indemnified Party”) from and against any and all claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses (including reasonable attorneys’ fees) (collectively “Liabilities”) for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Liabilities relate to the services; except for such Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, Business Customer shall resist and defend such action, suit or proceeding by counsel of its choice, at the sole expense of Business Customer, provided that (i) the Indemnified Party notifies Business Customer promptly in writing of the claim; (ii) Business Customer’s counsel does not give rise to a conflict of interest with respect to the Indemnified Party; (iii) Business Customer has the sole control of the defense and all related settlement negotiation but shall keep the Indemnified Party reasonably informed of status; and (iv) the Indemnified Party provides Business Customer with all reasonably necessary assistance, information, and authority to perform the foregoing at Business Customer’s expense.
7. Access to Customer’s Premises.
To the extent access to Business Customer’s premises is required, Business Customer shall provide Service Provider Personnel access to Business Customer’s premises free of charge as necessary for performance of services supplied by Service Provider. Prior to starting any work at Business Customer’s premises, Business Customer will: (i) provide documentation that identifies any existing hazardous materials, or dangerous or potentially dangerous conditions on or about Business Customer’s premises; and (ii) allow Service Provider Personnel, at its option, reasonable access to Business Customer’s premises to perform or have performed a visual site inspection. Service Provider will have no responsibility or liability for the actual existing conditions; or identifying, correcting or advising Business Customer of existing conditions on Business Customer’s premises (“Pre-Existing Conditions”), and Business Customer shall be responsible for and shall indemnify each Service Provider and each of the Service Provider Personnel from and against any Liabilities arising out of or relating to any Pre-Existing Conditions, regardless of whether previously disclosed to any Service Provider or Service Provider Personnel. Business Customer shall not attempt to condition the right of Service Provider Personnel to obtain free access to Business Customer’s premises upon the signing of any agreement, waiver, or release which in any way purports to affect the legal rights or obligations of Service Provider or Service Provider Personnel. If any Service Provider Personnel signs such an agreement, waiver, or release, it shall be of no force and effect.
8. Health and Safety Matters.
Business Customer shall take all precautions, at all times, for the health and safety of Service Provider Personnel at Business Customer’s premises, including but not limited to identifying to Service Provider all hazardous materials or safety or health hazards to which Service Provider Personnel on Business Customer’s premises may be exposed; (i) providing to Service Provider Personnel for review, and instructing Service Provider Personnel regarding Business Customer’s safety practices; and (ii) proper and safe handling of, and protection of, Service Provider Personnel from exposure to hazardous materials or dangerous conditions. Business Customer agrees to provide Service Provider Personnel with all safety health and other protections required by law for Business Customer’s own employees, including, without limitation, all protections required by federal, state and local laws, standards, regulations, orders and other requirements under OSHA, and similar workplace safety and health statutes and programs.
9. Right to Subcontract.
Business Customer agrees that the Service Provider may subcontract the performance of services to third parties. Business Customer authorizes the Service Provider to disclose all information to the subcontractor, including confidential information necessary for such performance of services by the subcontractor.
10. No Third-Party Reliance.
Business Customer acknowledges and agrees that any advice, recommendation, information or work product provided to Business Customer by Service Provider in connection with the services is for the sole use of Business Customer and may not be relied upon by any third party; and Business Customer is prohibited from making such advice, recommendation, information or work product available to any third party without prior written consent from Industrial Maintenance Supply.
This privacy notice discloses the privacy practices for www. imsbolt.com This privacy notice applies solely to information collected by this website, except where stated otherwise. It will notify you of the following:
- What information we collect;
- With whom it is shared;
- How it can be corrected;
- How it is secured;
- How policy changes will be communicated; and
- How to address concerns over misuse of personal data.
Information Collection, Use, and Sharing
We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.
We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g., to ship an order.
Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number provided on our website:
- See what data we have about you, if any.
- Change/correct any data we have about you.
- Have us delete any data we have about you.
- Express any concern you have about our use of your data.
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.
Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a closed lock icon at the bottom of your web browser, or looking for "https" at the beginning of the address of the web page.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (e.g, billing or customer service) are granted access to personally identifiable information. The computers/servers on which we store personally identifiable information are kept in a secure environment.
Notification of Changes