SELECTA PRODUCTS, INC.
(02-01-24)
STANDARD TERMS, CONDITION OF SALE, AND WARRANTY
1. ACCEPTANCE OF ORDER:
Possession of these Standard Terms and Condition of Sale and Distributor Cost
Schedule shall not be construed as an offer to
sell. All quotations and bids of Selecta Products
Incorporated, acceptance of all contracts and orders, are subject to final
approval by the main office of Selecta Products, Inc. (SELECTA) located in
California. Acceptance is expressly made conditional upon assent to these terms
and any additional or different terms are hereby rejected. Prices;
Cost Schedules; and Standard Terms, Conditions of Sale
and Warranty; are subject to change without notice.
2. OPEN ACCOUNTS: Firms
may apply for an open account by requesting a credit application form from the
Credit
Department and returning it for processing. All
orders are COD, cash, or credit card until credit is approved.
(A) � TERMS: Terms of payment on
open accounts are net 30 days from the date of the invoice, payable in United
States currency only.
(B) � BILLINGS: All
goods shipped on open account are billed immediately. Customer
is billed and agrees to pay directly from our invoice, as Selecta Products,
Inc. does not provide customers with statements of their accounts.
(C) � PAST DUE ACCOUNTS: All
past due accounts are subject to a 1-1/2% per month service charge. Selecta
Products, Inc. reserves the right to hold any
current and/or future shipments and require that these be paid on a COD and/or
cash basis before delivery if customer is found to be slow paying, taking
unwarranted discounts, exceeds their established credit limit, or if customer�s
financial/operating status materially changes.
(D) � RETURNED CHECKS: All
customers� checks returned by our bank unpaid are subject to a twenty-dollar
($20.00) charge for each occurrence.
(E) � COLLECTION FEES:
Customer agrees to reimburse any collection and/or attorney fees incurred by
Selecta
Products, Inc. in trying to collect payment on
any outstanding obligation owed Selecta Products, Inc.
by the customer.
3. MINIMUM BILLING: A
minimum charge of fifty dollars ($50.00) USA will apply to all Canadian,
Domestic and
International Orders. Non-stock and
special-order items may have higher minimums.
4. COD ORDERS: The
minimum COD order is $50.00. All COD charges and shipping charges will be added
to the
invoice. Cancellation or rejection of COD
orders after shipping will be subject to future orders being required to be
prepaid before shipment.
5. PAYMENT TERMS: Upon
approved credit, the following terms apply;
(A) Terms are Net 30 days after
date of invoice. Interest of 1-1/2% will be added after 30 days, or the highest
rate then permitted by the law with respect to such obligations.
(B) Invoice shall (except in the
case of quotations, referred to in C below) reflect prices in effect on, and
shall be dated, the date of shipment; provided, however, that when shipment is
delayed or deferred by PURCHASER beyond the
normal date scheduled for shipment, Selecta
Products, Inc. may date the invoice as of such scheduled date and
payment shall be due accordingly. In such case
of delay by PURCHASER, risk of loss shall be on the PURCHASER
after such scheduled shipment date and Selecta
Products, Inc. may make a reasonable charge for storage from
scheduled date to delayed shipping date.
(C) Written quotations shall be
firm for 30 days unless sooner terminated. Orders with special pricing, terms
or conditions must have a written quotation signed and issued by Selecta
Products, Inc. These orders must show quotation
number; otherwise standard pricing, terms and
conditions may apply at Selecta Products, Inc.�s discretion.
(D) All accounts shall be payable
in U.S. dollars.
(E) Until Selecta Products, Inc.
has received full payment for all Product delivered hereunder, all such Product
which remains within the possession or control of the PURCHASER shall be
subject to being demanded back by Selecta
Products, Inc. at any time pursuant to VENDOR�S
purchase money security interest therein.
(F) All returned checks will be
subject to a twenty-dollar ($20.00) Return Check Charge. (See 2D above)
6. SHORTAGE OR ERROR: All
claims for shortages or a shipment error must be made within 10 days after
receipt of shipment. Shipper number, invoice number and item stock number must
be referenced. Our liability is limited to the
material value on the invoice or to its
replacement at Selecta Products, Inc.�s discretion.
7. DELIVERY AND SHIPMENT:
(A) Shipment will be made by
surface freight F.O.B.shipping
point. Free freight earned on shipments within the 48
contiguous states on all SELECTA products,
unless otherwise specified on quotation, when total
order is $950.00 Net or over. Shipments will be shipped by
the most economical way per SELECTA�s� option.
(B) When PURCHASER requests
special routing or special handling, transportation charges will be collected.
(C) Shipping dates are
approximate and are based on factory backlog estimates, production schedules,
expected
deliveries from suppliers and other factors.
Selecta Products, Inc. reserves the right to ship Products as much as two weeks
in advance of the PURCHASER�S requested shipping date. SELECTA PRODUCTS, INC.
ASSUMES NO
LIABILITY FOR DIRECT OR CONSEQUENTIAL DAMAGES
AS A RESULT OF FAILURE TO MEET DELIVERY
SCHEDULES AND REGARDLESS OF THE CAUSE, DELAY IN
SHIPPING SHALL NOT CONSTITUTE A BREACH. SELECTA PRODUCTS, INC. DOES NOT ACCEPT
ANY LIABILITY ARISING FROM ANY PENALTY OR LIQUIDATED CLAUSE OF ANY KIND,
WRITTEN, ORAL, OR IMPLIED.
(D) Special orders are subject to
a shipping quantity variation of plus five (+5) or minus five (-5%) percent
from quantity orders. (E) Selecta Products, Inc. may, in its discretion, make
partial shipments against any purchase order or contract and invoice as
shipped, with payment due accordingly. (F) Selecta Products, Inc. assumes no
cartage. (G) An extra charge will be made when special packaging is required.
8. CLAIMS: Claims for allowances
of any kind and for billing errors must be made within thirty (30) days of
receipt.
SELECTA�s risk ceases upon delivery to carrier
or after the normal date scheduled for shipments delayed by
PURCHASER referred to in 5B, whichever is
earlier. Selecta Products, Inc. will assist the consignee in resolving claims
against carrier, but such requests must be accompanied
by the original bill of lading.
9. STOCK ROTATION POLICY: Once
per Calendar Year, customers may request a 1-for-1 return of Standard Stock
Items, up to a maximum aggregate total amount of 15% of your prior 12 months of
purchases.� The maximum quantity that can
be returned for any individual Standard Stock Item is 15% of the quantity
purchased of that SPECIFIC item during the past 12 months.� Only standard stock products are eligible for
Stock Rotation and are subject to the following:
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A.�� Battery and battery related
items are not eligible for Stock Rotation.
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B.�� 3M Products are not eligible
for Stock Rotation.
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C.�� Chemical products and
chemical related products are not automatically eligible for Stock Rotation,
due to the
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hazardous nature of transporting and returning chemicals.� Any return of chemicals must be specifically
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authorized for each chemical item in writing by SELECTA.
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D.�� Written authorization must be
obtained from SELECTA if the return amount exceeds $100.
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E.�� Only one (1) Stock Rotation
Return Request per calendar year is allowed.
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F.��� All returns must be approved
by our purchasing department prior to the issuance of an RMA.
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G.�� Product
must be of current design, in the original container, and in excellent saleable
condition.
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H.�� Only products purchased
within the last 12 months are eligible. Items marked non-returnable, purchased below
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standard pricing, or large quantities of any one item are normally
ineligible.
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I.���� Product must be returned to
SELECTA freight prepaid.
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J.��� Approval for Stock Rotation
Returns is at the sole and absolute discretion of SELECTA.
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K.�� Any other returns incur at
least a 20% restocking charge and require written authorization from SELECTA.
Please
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contact your inside sales
representative for a list of standard stock items and quantities that are
eligible for Stock Rotation.
9A. GUARANTEED SALE POLICY:
SELECTA�s Guaranteed Sale Policy provides customers with the ability to return
unsold items that meet the requirements outlined below, but only for the
initial purchase of a Guaranteed Sale Promotion Kit.� The Policy applies ONLY to the Initial Kit
Purchase and Initial Kit Quantities.� The
ability to return products under this policy automatically terminates once the
customer places ANY additional orders for the Kit Items.� For the Guaranteed Sale Policy to apply,
SELECTA must indicate in writing the specific kit, kit items, and kit
quantities that are eligible.
Additionally, when you want to purchase a
SELECTA Guaranteed Sale Kit on a guaranteed sale basis, �Guaranteed Sale� must
appear next to the applicable product line items on the purchase order.
REORDERS, SEASONAL ITEMS, NON-STANDARD STOCK ITEMS, AND PROMOTIONS DO NOT
QUALIFY FOR THIS PROGRAM.
If a Guaranteed Sale Kit item does not sell, it
may be returned for full credit if it meets all the Guaranteed Sale Policy
Return Requirements below:
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1.�� The Guaranteed Sale Policy
applies ONLY to the initial kit order quantity.
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2.�� The Guaranteed Sale Policy
applies ONLY to the Standard Kit Pricing.�
Special Pricing Promotions,
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Non-Guaranteed Sale Policy Items, any reorders are ineligible.
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3.�� Re-buys of product
do not qualify for the Guarantee Sale Policy.
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4.�� Customer agrees to stock kit
items for a minimum of six months.
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5.�� Original product must be
returned within one year of purchase.
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6.�� The ability to return under
this policy automatically terminates once the customer places ANY additional
orders
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for the Kit Items.
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7.�� Returns older than one year
from the invoice date do not qualify. Written authorization must be obtained
from
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SELECTA for Guaranteed Sale Policy Returns.
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8.�� Product must be of current design, in the original container, and in excellent
saleable condition. Broken Cases
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are not eligible.
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9.�� Product must be returned to
Selecta freight prepaid.
��� 10.
Please contact our Customer Service Team for the complete details about this
program.
10. TAXES: (A) PURCHASER shall
be responsible for and pay directly all taxes,
tariffs, duties or similar charges
imposed by any governmental authority in
connection with the purchase and shipment of Product purchased.
(B) All taxes, tariffs, duties or
similar charges paid by Selecta Products, Inc. imposed
by any governmental authority in
connection with the procuring of materials used
therein may, at SELECTA�s sole option, be added to the price of Product so
affected.
11. SELECTA PRODUCTS, INC. LIMITED WARRANTY:
11.1 PRODUCTS OF SELECTA PRODUCTS,
INC. ARE WARRANTED AGAINST MECHANICAL, ELECTRICAL, AND PHYSICAL DEFECTS, IF
THEY HAVE BEEN PROPERLY INSTALLED, USED AND MAINTAINED AND ARE
WARRANTED TO BE MERCHANTABLE AND FIT FOR THE
ORDINARY PURPOSES FOR WHICH SUCH PRODUCTS ARE USED. (EXPRESSED WARRANTIES OF
MERCHANTABILITY OR FITNESS TO A PARTICULAR PURPOSE. OTHER THAN THOSE MADE
EXPRESSLY HEREIN, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED.) IN ANY
EVENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, ARE LIMITED TO A MAXIMUM OF ONE
(1) YEAR FROM DATE OF SHIPMENT. THE OBLIGATION OF SELECTA PRODUCTS, INC. UNDER
THIS LIMITED WARRANTY,
INCLUDING THE WARRANTY OF MERCHANTABILITY AND
WARRANTY OF FITNESS FOR THE ORDINARY
PURPOSE FOR WHICH THE PRODUCTS ARE USED AND
OTHER WARRANTIES, ARE LIMITED TO THE
FURNISHING OF NEW PARTS FREE OF CHARGE IN
EXCHANGE FOR PARTS WHICH HAVE BEEN PROVEN
DEFECTIVE. SELECTA PRODUCTS, INC. SHALL NOT BE
LIABLE FOR ANY OTHER COST, INCLUDING THE COST OF REMOVAL OF A DEFECTIVE PART,
OR ANY INSTALLATION OR LABOR COSTS. THE EXCLUSIVE REMEDY SHALL BE TO REQUIRE
SELECTA TO FURNISH SUCH NEW PARTS. UNDER NO CIRCUMSTANCES WILL
VENDOR�S LIABILITY EXCEED THE CONTRACT PRICE
FOR THE PRODUCTS CLAIMED TO BE DEFECTIVE.
11.2 IN NO EVENT SHALL SELECTA
PRODUCTS, INC. BE LIABLE TO PURCHASER OR ANY OTHER PARTY
FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY KIND ARISING OUT OF THE USE,
MANUFACTURE, SALE, DISTRIBUTION, OR SUPPLYING
OF PRODUCTS UNDER THIS AGREEMENT, EVEN IF
SELECTA PRODUCTS, INC. HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
11.3 SELECTA PRODUCTS, INC. ASSUMES
NO RESPONSIBILITY FOR PROPER SELECTION AND INSTALLATION OF ITS PRODUCTS.
VENDOR�S warranty obligations are contingent on PURCHASER giving written notice
to Selecta Products, Inc. of any defect within thirty (30) days of discovery.
Any legal action based on the claim of defective goods or breach of the Limited
Warranty shall be brought within one (1) year from the date the cause of action
accrues. We honor all manufacturers� warranties. Some are up to twelve (12)
months. Please call for details.
11.4 The parties understand and
agree that under no circumstances shall Selecta Products, Inc. perform, or be
responsible for performing, testing of any
products sold under this agreement, or ensure
compliance of such products with any given specifications. The parties further
understand that Selecta Products, Inc. shall not assume any obligations or
responsibilities assumed by PURCHASER with respect to any state, local, or
federal governmental entity, whether PURCHASER assumed such obligations or
responsibilities by contract or by operation of law. To the extent the terms of
this agreement conflict with any other agreements pertaining to the sale of
products hereunder, whether between Selecta Products, Inc. and PURCHASER or
PURCHASER and any third party, the terms of this agreement shall govern and
take precedence over the terms of any other such agreement.
12. CANCELLATION OF ORDERS: Orders
for non-stock items, bulk items and special priced items may be cancelled only
with the written consent of Selecta Products, Inc. Cancelled orders on
non-stock items, bulk items and special priced items are subject to a one
hundred ($100.00) dollar minimum Cancellation Charge and additional charges may
be assessed depending upon the production stage of the order. Packaged standard
stock orders priced at regular current published Selecta Products, Inc. pricing
may be cancelled without penalty prior to invoice and shipment.
13. SHORTAGE OR ERRORS: All
claims for shortages or a shipment error must be made within 10 days after
receipt of shipment. Shipper number, invoice number and item stock number must
be referenced. Our liability is limited to the material value on the invoice or
to its replacement at Selecta Products, Inc.�s discretion.
14. CHANGE ORDERS:
Orders for non-stock items, bulk items, and special priced items may be
increased, decreased, or have requested shipping dates altered only with the
written approval of the main office of Selecta Products, Inc. Packaged standard
stock orders priced at regular current published Selecta Products, Inc. pricing
may be altered prior to invoicing and shipment.
15. WAREHOUSE SALES: Sales
of goods directly from warehouses by informal ordering procedures such as
telephone orders, etc., shall be governed by the Terms and Conditions of Sales
contained herein.
16. INSTALLATION: All
equipment which transmits or controls electricity must
be installed by a competent electrician in accordance with the requirements of
all applicable electrical codes and utilizing sound electrical practices.
SELECTA PRODUCTS, INC. ASSUMES NO LIABILITY FOR INSTALLATION OR ANY DAMAGES
WHICH MAY RESULT FROM IMPROPER INSTALLATION.
17. PRODUCT INFORMATION:
Product information published in VENDOR�S catalogs has been compiled from
information deemed reliable, but is not
guaranteed. It is subject to change without notice.
18. GENERAL:
(A) Selecta Products, Inc.
reserves the right to change, modify or discontinue at any time, without
notice, any Product or any materials or component parts used in the fabrication
of any Product. These terms and the current Distributor Cost Schedule issued by
Selecta Products, Inc. and the Selecta Products, Inc. invoice, contain the
entire agreement between PURCHASER and Selecta Products, Inc. and may not be
modified, waived, rescinded or terminated in whole or
in part. Selecta Products, Inc. reserves the right to modify these Standard
Terms, Conditions of Sale and Warranty; such
modifications shall be applicable to orders
accepted after the date of such modification.
(B) No failure or delay on the
part of Selecta Products, Inc. in exercising any right, power or privilege
hereunder shall operate as a waiver thereof or of any other right, power or privilege hereunder; nor shall any single or
partial exercise of any such right, power or privilege. The rights or remedies
of Selecta Products, Inc. hereunder is cumulative and
not exclusive of any rights or remedies, which it might otherwise have.
19. STANDARD INSTRUCTION:
Selecta Products, Inc. does not accept standard, general or blanket
instructions. Each transaction must be accompanied by full instructions on the
order.
20. PRINTING, STENOGRAPHIC, AND CLERICAL
ERRORS: Selecta Products, Inc. is not responsible for printing
errors or any stenographic or clerical errors. All such errors are subject to
correction.
21. CALIFORNIA LAW AND CONTRACT:
(A) Any orders place with Selecta
Products, Inc. shall be deemed to be under contract entered into the State of
California, and all questions concerning the
validity, interpretation, or performance of any of its terms or provisions or
any rights or obligations of the parties hereto, shall be governed by and
resolved in accordance with the laws of the State of California.
(B) The provisions of these
Standard Terms, Conditions of Sale and Warranty shall be severable one from the
other so that could any provision be held legally unenforceable by a court of
competent jurisdiction, the remaining provisions shall remain in effect.
(C) If any legal action is
necessary to enforce the terms of this agreement, the prevailing party shall be
entitled to
reasonable attorney�s fees in addition to any
other relief to which he/she is entitled.
(D) Buyer represents by accepting
the goods that he/she is not insolvent as that term is defined in the Uniform
Commercial Code. In the event that Buyer
becomes insolvent before delivery of goods, he/she will notify Selecta
Products, Inc. Failure to notify Selecta
Products, Inc. shall be constituted as reaffirmation of Buyer�s solvency at the
time of delivery.
22. PRICES: All prices are subject
to change without notice.
23. PRECIOUS METALS SURCHARGE:
Selecta Products, Inc reserves the right to impose a precious
metals
surcharge, in addition to prices quoted, on all
orders at time of shipment regardless of order placement date.
