Sales, Freight, and Other Terms
Wholesale Only
A-Z Factory Supply sells products to Customers for (i) resale, or (ii) use in business, government or original equipment manufacture. The warranties set forth above apply to the sale of such products. Possession of, or access to, any A-Z Factory Supply catalog, literature or websites does not constitute the right to purchase from A-Z Factory Supply. A-Z Factory Supply reserves the right to correct publishing errors. Identification is required from all Customers. All references herein to the term "products" shall include services provided by A-Z Factory Supply.
Prices and Payment Terms
Prices are net wholesale prices and are subject to change or correction without notice. Pricing for Products destined for delivery outside of the contiguous United States may vary. Market sensitive commodity products are priced according to market conditions. No discounts off of the A-Z Factory Supply catalog "each" price will apply to these Products. Customer should contact A-Z Factory Supply or check online at www.azsupply.com for current pricing. For Customers with established credit, payment terms are net thirty (30) days from date of shipment. At A-Z Factory Supply's option, export orders may be subject to other special terms and conditions, including hazardous materials packaging charges. If credit has not been established, include payment with order or purchase through American Express, MasterCard or Visa. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars. A-Z Factory Supply shall have the right of set-off and deduction for any sums owed it. If Customer fails to make payment within forty-five (45) days of product shipment, A-Z Factory Supply may defer other shipments until payments are made, or at its option, it may cancel all or any part of an unshipped order.
Sales Tax and Duties, Import Fees
A-Z Factory Supply is required to charge national, state, local tax, applicable duties, and import fees on products for which Customer has not provided valid exemption certification. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. When ordering, Customer shall indicate clearly which products are tax exempt.
Security Interest
On any open account sale, Customer hereby grants to A-Z Factory Supply a priority lien, 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 A-Z Factory Supply. Customer agrees to file or permit A-Z Factory Supply to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of A-Z Factory Supply's priority lien or security interest. Customer agrees to inform A-Z Factory Supply immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.
Credit Balance
Customer agrees that any credit balance issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any credit balance remaining will be subject to cancellation, and A-Z Factory Supply shall have no further liability.
Shipping Charges and Freight Policy
Unless otherwise varied, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), A-Z Factory Supply shipping warehouse. Freight is prepaid to U.S. airport or port of exit for single shipment orders of $5,000 or more of merchandise (before tax and freight) using routing of A-Z factory Supply's choice. Other shipments are freight collect from any A-Z Factory Supply facility. Customer shall be responsible for obtaining insurance. At A-Z Factory Supply’s option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Buyer's exclusive remedy. Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in the United States; provided that if payment has not been made at the time of shipment, A-Z Factory Supply shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, Customer must file claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if A-Z Factory Supply has not received payment in full at the time the product is damaged in transit, A-Z Factory Supply shall have the right to file claim exclusively with airline, carrier, vessel and/or insurance company.
Cancellation
Any cancellation by Customer must be approved by A-Z Factory Supply, and may be subject to restocking and other charges.
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 U.S. Federal Regulations, the goods shall be used in direct support of its business, such business does not concern transportation, and such goods shall not be resold or transported in a vehicle other than the one owned by itself unless it has been properly packaged, documented and declared to the carrier.
Trademarks, Copyrights, and Domain Names
Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of A-Z Factory Supply, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of A-Z Factory Supply. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.
Quotations
Quotations on large quantities are available upon request. Customer should contact A-Z Factory Supply.
Assignment
Customer shall not assign any order, any interest therein, or this order without the prior written consent of A-Z Factory Supply. Any actual or attempted assignment without A-Z Factory Supply's prior written consent shall entitle A-Z Factory Supply to cancel such order or to terminate this agreement upon notice to Customer.
Export Controls and Related Regulations
Customer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; or the United States Department of the Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists,
Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. Customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.
Foreign Principal Party in Interest; Freight Forwarder and Documentation
It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Customer's agent in such capacity for Export Administration Act or other applicable purposes; and Customer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At A-Z Factory Supply's request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to them by A-Z Factory Supply.
U.S. Foreign Corrupt Practices Act
Customer acknowledges that it is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.
Independent Contractors
A-Z Factory Supply and Customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, A-Z Factory Supply.
Governing Law; Limitations
The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of the State of Illinois, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules.
Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one year after the cause of action has arisen.
Severability
If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of A-Z Factory Supply and Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.
Dispute Resolution
Actions by A-Z Factory Supply for nonpayment by Customer of the purchase price of products sold by A-Z Factory Supply, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by A-Z Factory Supply, at its option, before any United States or foreign judicial court of competent jurisdiction. At A-Z Factory Supply's option, disputes between Customer and A-Z Factory Supply, including all claims for non-performance by A-Z Factory Supply, shall be finally settled by arbitration in Chicago, Illinois, United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Illinois, United States, and the language of the arbitration shall be English. Country of Importation and Anti-diversion Customer represents that it is purchasing products from the United States and importing them to the country specified in Customer's and A-Z Factory Supply's documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by A-Z Factory Supply, Customer shall provide documentation satisfactory to A-Z Factory Supply verifying delivery
at the designated country. Customer further agrees to inform A-Z Factory Supply at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but A-Z Factory Supply shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless A-Z Factory Supply expressly agrees to do so.
Permits, Export, and Import Licenses
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations; including but not limited to the Department of Defense or Department of State regulations. Important Notice to Federal Customers Re: Country of Origin While all products listed on GSA Advantage! meet the requirements of the Trade Agreements Act, as implemented by FAR Part 25, other products may not meet these requirements. A-Z Factory Supply will advise customers properly identifying themselves as Authorized Schedule Purchasers at the time of purchase whether an item is “TAA-compliant”. Customers seeking to purchase non-TAA items will be given the opportunity to purchase an alternative item, or to purchase the non-TAA item through an “open market” purchase instead of through the schedule. Federal customers are advised the open market purchases are NOT GSA Schedule purchases. By purchasing any item on the open market, customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.
Electronic Data Interchange
If A-Z Factory and Customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, 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. A-Z Factory Supply and Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by A-Z Factory Supply regarding EDI purchases made by Customer shall be controlling.
Modification of Terms
All orders by Customer to purchase A-Z Factory Supply products are subject to acceptance by A-Z Factory Supply. A-Z Factory Supply's acceptance of any order is conditioned upon Customer's assent to all terms and conditions applicable to the transaction. No additions or modifications of terms and conditions by Customer shall be binding upon A-Z Factory Supply unless agreed to by A-Z Factory Supply in writing. If a purchase order or other correspondence contains terms and conditions proposed by the Customer that are contrary to the applicable terms and conditions, A-Z Factory Supply's acceptance of any such order shall not be construed as assent to any of the terms and conditions proposed to the Customer, and will not constitute a waiver by A-Z Factory Supply of any of the terms and conditions pursuant to which this agreement is made.
Force Majeure
A-Z Factory Supply shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from acts of God, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, labor disruptions, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of A-Z Factory Supply in the conduct of its business.
No Third Party Benefit
The provisions stated above are for the sole benefit of A-Z Factory Supply and Customer, and confer no rights, benefits or claims upon any person or entity not a party hereto. Waiver The failure of either A-Z Factory Supply or Customer 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 nonperformance of any such term or condition by the other party.
Complete Agreement
These terms and conditions, together with any other terms and conditions that A-Z Factory Supply publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) at "www.azsupply.com," or (iii) in any document including, without limitation, those involving extension of credit by A-Z Factory Supply, or export of products, represent the entire agreement between the parties and shall supersede all written and unwritten statements, agreements, and understandings between A-Z Factory Supply and Customer pertaining to the subject matter of this agreement.
Sales, Freight, and Other Terms
Wholesale Only
A-Z Factory Supply sells products to Customers for (i) resale, or (ii) use in business, government or original equipment manufacture. The warranties set forth above apply to the sale of such products. Possession of, or access to, any A-Z Factory Supply catalog, literature or websites does not constitute the right to purchase from A-Z Factory Supply. A-Z Factory Supply reserves the right to correct publishing errors. Identification is required from all Customers. All references herein to the term "products" shall include services provided by A-Z Factory Supply.
Prices and Payment Terms
Prices are net wholesale prices and are subject to change or correction without notice. Pricing for Products destined for delivery outside of the contiguous United States may vary. Market sensitive commodity products are priced according to market conditions. No discounts off of the A-Z Factory Supply catalog "each" price will apply to these Products. Customer should contact A-Z Factory Supply or check online at www.azsupply.com for current pricing. For Customers with established credit, payment terms are net thirty (30) days from date of shipment. At A-Z Factory Supply's option, export orders may be subject to other special terms and conditions, including hazardous materials packaging charges. If credit has not been established, include payment with order or purchase through American Express, MasterCard or Visa. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars. A-Z Factory Supply shall have the right of set-off and deduction for any sums owed it. If Customer fails to make payment within forty-five (45) days of product shipment, A-Z Factory Supply may defer other shipments until payments are made, or at its option, it may cancel all or any part of an unshipped order.
Sales Tax and Duties, Import Fees
A-Z Factory Supply is required to charge national, state, local tax, applicable duties, and import fees on products for which Customer has not provided valid exemption certification. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. When ordering, Customer shall indicate clearly which products are tax exempt.
Security Interest
On any open account sale, Customer hereby grants to A-Z Factory Supply a priority lien, 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 A-Z Factory Supply. Customer agrees to file or permit A-Z Factory Supply to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of A-Z Factory Supply's priority lien or security interest. Customer agrees to inform A-Z Factory Supply immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.
Credit Balance
Customer agrees that any credit balance issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any credit balance remaining will be subject to cancellation, and A-Z Factory Supply shall have no further liability.
Shipping Charges and Freight Policy
Unless otherwise varied, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), A-Z Factory Supply shipping warehouse. Freight is prepaid to U.S. airport or port of exit for single shipment orders of $5,000 or more of merchandise (before tax and freight) using routing of A-Z factory Supply's choice. Other shipments are freight collect from any A-Z Factory Supply facility. Customer shall be responsible for obtaining insurance. At A-Z Factory Supply’s option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Buyer's exclusive remedy. Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in the United States; provided that if payment has not been made at the time of shipment, A-Z Factory Supply shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, Customer must file claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if A-Z Factory Supply has not received payment in full at the time the product is damaged in transit, A-Z Factory Supply shall have the right to file claim exclusively with airline, carrier, vessel and/or insurance company.
Cancellation
Any cancellation by Customer must be approved by A-Z Factory Supply, and may be subject to restocking and other charges.
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 U.S. Federal Regulations, the goods shall be used in direct support of its business, such business does not concern transportation, and such goods shall not be resold or transported in a vehicle other than the one owned by itself unless it has been properly packaged, documented and declared to the carrier.
Trademarks, Copyrights, and Domain Names
Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of A-Z Factory Supply, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of A-Z Factory Supply. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.
Quotations
Quotations on large quantities are available upon request. Customer should contact A-Z Factory Supply.
Assignment
Customer shall not assign any order, any interest therein, or this order without the prior written consent of A-Z Factory Supply. Any actual or attempted assignment without A-Z Factory Supply's prior written consent shall entitle A-Z Factory Supply to cancel such order or to terminate this agreement upon notice to Customer.
Export Controls and Related Regulations
Customer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; or the United States Department of the Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists,
Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. Customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.
Foreign Principal Party in Interest; Freight Forwarder and Documentation
It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Customer's agent in such capacity for Export Administration Act or other applicable purposes; and Customer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At A-Z Factory Supply's request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to them by A-Z Factory Supply.
U.S. Foreign Corrupt Practices Act
Customer acknowledges that it is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.
Independent Contractors
A-Z Factory Supply and Customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, A-Z Factory Supply.
Governing Law; Limitations
The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of the State of Illinois, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules.
Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one year after the cause of action has arisen.
Severability
If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of A-Z Factory Supply and Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.
Dispute Resolution
Actions by A-Z Factory Supply for nonpayment by Customer of the purchase price of products sold by A-Z Factory Supply, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by A-Z Factory Supply, at its option, before any United States or foreign judicial court of competent jurisdiction. At A-Z Factory Supply's option, disputes between Customer and A-Z Factory Supply, including all claims for non-performance by A-Z Factory Supply, shall be finally settled by arbitration in Chicago, Illinois, United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Illinois, United States, and the language of the arbitration shall be English. Country of Importation and Anti-diversion Customer represents that it is purchasing products from the United States and importing them to the country specified in Customer's and A-Z Factory Supply's documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by A-Z Factory Supply, Customer shall provide documentation satisfactory to A-Z Factory Supply verifying delivery
at the designated country. Customer further agrees to inform A-Z Factory Supply at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but A-Z Factory Supply shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless A-Z Factory Supply expressly agrees to do so.
Permits, Export, and Import Licenses
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations; including but not limited to the Department of Defense or Department of State regulations. Important Notice to Federal Customers Re: Country of Origin While all products listed on GSA Advantage! meet the requirements of the Trade Agreements Act, as implemented by FAR Part 25, other products may not meet these requirements. A-Z Factory Supply will advise customers properly identifying themselves as Authorized Schedule Purchasers at the time of purchase whether an item is “TAA-compliant”. Customers seeking to purchase non-TAA items will be given the opportunity to purchase an alternative item, or to purchase the non-TAA item through an “open market” purchase instead of through the schedule. Federal customers are advised the open market purchases are NOT GSA Schedule purchases. By purchasing any item on the open market, customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.
Electronic Data Interchange
If A-Z Factory and Customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, 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. A-Z Factory Supply and Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by A-Z Factory Supply regarding EDI purchases made by Customer shall be controlling.
Modification of Terms
All orders by Customer to purchase A-Z Factory Supply products are subject to acceptance by A-Z Factory Supply. A-Z Factory Supply's acceptance of any order is conditioned upon Customer's assent to all terms and conditions applicable to the transaction. No additions or modifications of terms and conditions by Customer shall be binding upon A-Z Factory Supply unless agreed to by A-Z Factory Supply in writing. If a purchase order or other correspondence contains terms and conditions proposed by the Customer that are contrary to the applicable terms and conditions, A-Z Factory Supply's acceptance of any such order shall not be construed as assent to any of the terms and conditions proposed to the Customer, and will not constitute a waiver by A-Z Factory Supply of any of the terms and conditions pursuant to which this agreement is made.
Force Majeure
A-Z Factory Supply shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from acts of God, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, labor disruptions, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of A-Z Factory Supply in the conduct of its business.
No Third Party Benefit
The provisions stated above are for the sole benefit of A-Z Factory Supply and Customer, and confer no rights, benefits or claims upon any person or entity not a party hereto. Waiver The failure of either A-Z Factory Supply or Customer 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 nonperformance of any such term or condition by the other party.
Complete Agreement
These terms and conditions, together with any other terms and conditions that A-Z Factory Supply publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) at "www.azsupply.com," or (iii) in any document including, without limitation, those involving extension of credit by A-Z Factory Supply, or export of products, represent the entire agreement between the parties and shall supersede all written and unwritten statements, agreements, and understandings between A-Z Factory Supply and Customer pertaining to the subject matter of this agreement.
Sales, Freight, and Other Terms
Wholesale Only
A-Z Factory Supply sells products to Customers for (i) resale, or (ii) use in business, government or original equipment manufacture. The warranties set forth above apply to the sale of such products. Possession of, or access to, any A-Z Factory Supply catalog, literature or websites does not constitute the right to purchase from A-Z Factory Supply. A-Z Factory Supply reserves the right to correct publishing errors. Identification is required from all Customers. All references herein to the term "products" shall include services provided by A-Z Factory Supply.
Prices and Payment Terms
Prices are net wholesale prices and are subject to change or correction without notice. Pricing for Products destined for delivery outside of the contiguous United States may vary. Market sensitive commodity products are priced according to market conditions. No discounts off of the A-Z Factory Supply catalog "each" price will apply to these Products. Customer should contact A-Z Factory Supply or check online at www.azsupply.com for current pricing. For Customers with established credit, payment terms are net thirty (30) days from date of shipment. At A-Z Factory Supply's option, export orders may be subject to other special terms and conditions, including hazardous materials packaging charges. If credit has not been established, include payment with order or purchase through American Express, MasterCard or Visa. Cash or anticipation discounts are not allowed. All payments must be in U.S. dollars. A-Z Factory Supply shall have the right of set-off and deduction for any sums owed it. If Customer fails to make payment within forty-five (45) days of product shipment, A-Z Factory Supply may defer other shipments until payments are made, or at its option, it may cancel all or any part of an unshipped order.
Sales Tax and Duties, Import Fees
A-Z Factory Supply is required to charge national, state, local tax, applicable duties, and import fees on products for which Customer has not provided valid exemption certification. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be applicable. When ordering, Customer shall indicate clearly which products are tax exempt.
Security Interest
On any open account sale, Customer hereby grants to A-Z Factory Supply a priority lien, 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 A-Z Factory Supply. Customer agrees to file or permit A-Z Factory Supply to file any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of A-Z Factory Supply's priority lien or security interest. Customer agrees to inform A-Z Factory Supply immediately if it intends to use any import financing or has or will be granting a lien or security interest on its inventory to any third party.
Credit Balance
Customer agrees that any credit balance issued will be applied within one (1) year of its issuance. If not applied or requested within one (1) year, any credit balance remaining will be subject to cancellation, and A-Z Factory Supply shall have no further liability.
Shipping Charges and Freight Policy
Unless otherwise varied, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000), A-Z Factory Supply shipping warehouse. Freight is prepaid to U.S. airport or port of exit for single shipment orders of $5,000 or more of merchandise (before tax and freight) using routing of A-Z factory Supply's choice. Other shipments are freight collect from any A-Z Factory Supply facility. Customer shall be responsible for obtaining insurance. At A-Z Factory Supply’s option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Buyer's exclusive remedy. Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in the United States; provided that if payment has not been made at the time of shipment, A-Z Factory Supply shall retain title (but not risk of loss) until payment has been made. If product is damaged in transit, Customer must file claim exclusively with airline, carrier, vessel and/or insurance company; provided, however, that if A-Z Factory Supply has not received payment in full at the time the product is damaged in transit, A-Z Factory Supply shall have the right to file claim exclusively with airline, carrier, vessel and/or insurance company.
Cancellation
Any cancellation by Customer must be approved by A-Z Factory Supply, and may be subject to restocking and other charges.
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 U.S. Federal Regulations, the goods shall be used in direct support of its business, such business does not concern transportation, and such goods shall not be resold or transported in a vehicle other than the one owned by itself unless it has been properly packaged, documented and declared to the carrier.
Trademarks, Copyrights, and Domain Names
Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of A-Z Factory Supply, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of A-Z Factory Supply. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.
Quotations
Quotations on large quantities are available upon request. Customer should contact A-Z Factory Supply.
Assignment
Customer shall not assign any order, any interest therein, or this order without the prior written consent of A-Z Factory Supply. Any actual or attempted assignment without A-Z Factory Supply's prior written consent shall entitle A-Z Factory Supply to cancel such order or to terminate this agreement upon notice to Customer.
Export Controls and Related Regulations
Customer represents and warrants that it is not on, or associated with any organization on the United States Department of Commerce's Bureau of Industry and Security's Denied Persons List or Unverified List; or the United States Department of the Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals, Specially Designated Global Terrorists,
Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations, Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the United States Department of Commerce. Customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited to all applicable export control laws of the United States or other governing agencies and their successors.
Foreign Principal Party in Interest; Freight Forwarder and Documentation
It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as Customer's agent in such capacity for Export Administration Act or other applicable purposes; and Customer and freight forwarder shall assume responsibility for all export or routed transactions documentation. At A-Z Factory Supply's request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to them by A-Z Factory Supply.
U.S. Foreign Corrupt Practices Act
Customer acknowledges that it is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), in connection with the purchase and resale of the products ordered.
Independent Contractors
A-Z Factory Supply and Customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, shall take no actions, and shall not make, any representations on behalf of, or which are binding upon, A-Z Factory Supply.
Governing Law; Limitations
The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of the State of Illinois, United States, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules.
Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one year after the cause of action has arisen.
Severability
If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of A-Z Factory Supply and Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the applicable laws.
Dispute Resolution
Actions by A-Z Factory Supply for nonpayment by Customer of the purchase price of products sold by A-Z Factory Supply, or for redress of other breaches by Customer of these Terms and Conditions, may be brought by A-Z Factory Supply, at its option, before any United States or foreign judicial court of competent jurisdiction. At A-Z Factory Supply's option, disputes between Customer and A-Z Factory Supply, including all claims for non-performance by A-Z Factory Supply, shall be finally settled by arbitration in Chicago, Illinois, United States, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of Illinois, United States, and the language of the arbitration shall be English. Country of Importation and Anti-diversion Customer represents that it is purchasing products from the United States and importing them to the country specified in Customer's and A-Z Factory Supply's documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the United States, and that there will be no re-export or diversion from such specified destination contrary to such laws. Any commodities, technology and software will be exported from the United States in accordance with the Export Administration Act regulations and other applicable regulations. Diversion contrary to United States law is prohibited. If requested by A-Z Factory Supply, Customer shall provide documentation satisfactory to A-Z Factory Supply verifying delivery
at the designated country. Customer further agrees to inform A-Z Factory Supply at the time of order of any NAFTA or other special documentation, packaging or product marking or labeling, but A-Z Factory Supply shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents as are necessary under United States export laws and regulations for export, unless A-Z Factory Supply expressly agrees to do so.
Permits, Export, and Import Licenses
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or regulations; including but not limited to the Department of Defense or Department of State regulations. Important Notice to Federal Customers Re: Country of Origin While all products listed on GSA Advantage! meet the requirements of the Trade Agreements Act, as implemented by FAR Part 25, other products may not meet these requirements. A-Z Factory Supply will advise customers properly identifying themselves as Authorized Schedule Purchasers at the time of purchase whether an item is “TAA-compliant”. Customers seeking to purchase non-TAA items will be given the opportunity to purchase an alternative item, or to purchase the non-TAA item through an “open market” purchase instead of through the schedule. Federal customers are advised the open market purchases are NOT GSA Schedule purchases. By purchasing any item on the open market, customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.
Electronic Data Interchange
If A-Z Factory and Customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, 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. A-Z Factory Supply and Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by A-Z Factory Supply regarding EDI purchases made by Customer shall be controlling.
Modification of Terms
All orders by Customer to purchase A-Z Factory Supply products are subject to acceptance by A-Z Factory Supply. A-Z Factory Supply's acceptance of any order is conditioned upon Customer's assent to all terms and conditions applicable to the transaction. No additions or modifications of terms and conditions by Customer shall be binding upon A-Z Factory Supply unless agreed to by A-Z Factory Supply in writing. If a purchase order or other correspondence contains terms and conditions proposed by the Customer that are contrary to the applicable terms and conditions, A-Z Factory Supply's acceptance of any such order shall not be construed as assent to any of the terms and conditions proposed to the Customer, and will not constitute a waiver by A-Z Factory Supply of any of the terms and conditions pursuant to which this agreement is made.
Force Majeure
A-Z Factory Supply shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from acts of God, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, labor disruptions, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of A-Z Factory Supply in the conduct of its business.
No Third Party Benefit
The provisions stated above are for the sole benefit of A-Z Factory Supply and Customer, and confer no rights, benefits or claims upon any person or entity not a party hereto. Waiver The failure of either A-Z Factory Supply or Customer 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 nonperformance of any such term or condition by the other party.
Complete Agreement
These terms and conditions, together with any other terms and conditions that A-Z Factory Supply publishes or makes available to Customer (i) on an invoice or a packing slip, (ii) at "www.azsupply.com," or (iii) in any document including, without limitation, those involving extension of credit by A-Z Factory Supply, or export of products, represent the entire agreement between the parties and shall supersede all written and unwritten statements, agreements, and understandings between A-Z Factory Supply and Customer pertaining to the subject matter of this agreement.
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