Terms & Conditions
The terms and conditions hereof will constitute the sole and exclusive agreement between DK Gentile & Company, D/B/A "Save"ty Yellow Products & Collision Awareness & Picker Pal Products, hereafter called "SYP" and Buyer. Accordingly, SYP's offer to sell is conditioned upon Buyer's acceptance of these terms and conditions, and SYP's acceptance of any order is expressly made conditional on Buyer's assent to these terms and conditions of sale. Buyer's taking delivery of all or any part of products is evidence of such assent and a contract will be formed only upon the terms and conditions set forth in this Agreement. In the event Buyer's purchase order or other form states terms additional to or different from those set forth herein, this Agreement will be deemed a notification of objection to such additional and/or different terms and a rejection thereof. Accordingly, no modification or waiver of any conditions contained in this Agreement will be binding upon SYP unless a separate agreement stating such modifications in signed by SYP.
- PRICES AND PAYMENT:
Prices are subject to change or withdrawal without notice. All sales are in US Currency. SYP's minimum invoice requirement is $45 based on the net value of the goods. Payment terms are 1% 10 days - Net 30, only after Credit Approval, unless otherwise indicated on the face of the SYP invoice. Established late fees are additional.
- INTELLECTUAL PROPERTY:
All Products, including drawings, designs and specifications of the Products, are the intellectual property of "Save"ty Yellow Products or the respective manufacturers' as distributed through "Save"ty Yellow Products are protected by U.S. copyright and trademark laws. Products may not be copied, duplicated, deconstructed, reproduced or otherwise used to produce or assist in the production of any product of similar purpose or function. No images, photos, drawings, specifications or other depictions of the products may be published, sold, shared or used without the express written consent of "Save"ty Yellow Products.
All Products are shipped K.D. (knocked down) F.O.B. shipping point. Unless a preferred carrier is specified on your purchase order, shipments will be made best way, charges pre-paid and add. F.O.B points: IL, CA, MI, ND, SC, TX, WV & OR – Not all products in all areas. All goods are sold and invoiced F.O.B. When quoted, freight rates represent estimates only. Buyer will be charged the freight rate in effect on the date of shipment. Title and risk of loss to the goods will pass to Buyer upon delivery to the carrier. Claims for loss or damage in transit must be made by the Buyer to the carrier. SYP reserves the right to make deliveries in installments. Partial shipments will be billed as made and payments therefore are subject to the terms of payment noted in Paragraph 2 above. All delivery indications are estimated and are dependent in part upon prompt receipt of all necessary information to service an order. In no event will SYP be liable for any premium transportation, procurement or other cost or losses incurred by Buyer as a result of SYP's failure to deliver the products in accordance with indicated delivery schedules.
SYP reserves the right to reject any order in whole or in part for any reason. SYP expressly reserves the right to correct clerical, stenographic and other obvious errors at any time in the order or invoice.
This is the sole and exclusive warranty given by SYP with respect to the goods sold hereunder. SYP warrants that the goods will be free from defects in materials and workmanship for a period of one year from the date of shipment. Products should be installed according to the manufacturers' instructions and maintained or inspected according to specific time periods as indicated in the instructions, if any. SYP MAKES NO OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE. AS TO MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OF ANY OF THE GOODS SOLD HEREUNDER, INCLUDING WITHOUT LIMITATION WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Buyer acknowledges that Buyer alone has determined that the goods and services will meet the requirements of their intended use.
- REMEDY FOR BREACH OF WARRANTY:
Should SYP breach its warranty, Buyer's only remedy and SYP's only obligation will be, at SYP's option, the replacement or repair by SYP of any defective goods, either in the field or F.O.B. SYP's facility as SYP determines, or the refund of the price paid to SYP. This warranty does not apply if the defective goods result from misuse, abuse, improper installation or application alteration, accident or negligence in use, storage, transportation or handling, or due to unauthorized modification or damage resulting from interconnecting SYP goods with other goods not supplied by SYP. The above limitations will apply whether the claim is pleaded in contract or in tort (including strict liability). No goods will be accepted for return unless authorized by SYP in writing. All return shipments must be freight prepaid by Buyer.
- CANCELLATION AND CHANGES:
Once an order has been acknowledged by SYP, Buyer cannot change or cancel that order without SYP's written consent. For any order altered or cancelled with SYP's consent, Buyer agrees to pay any cancellation or change order charge requested by SYP if any costs for material or labor had been incurred by SYP prior to notification. Proposals or quotations from SYP are based on work according to the original specifications. If through Buyer's error or change of mind, work is increased or done a second or more times, such extra work will carry an additional charge, at SYP's then current rates for the work performed.
NO RETURNED ITEMS WILL BE ACCEPTED OR CREDITED WITHOUT A VALID RETURN AUTHORIZATION (RGA) NUMBER. All returned material must be in as-new, unused, resalable condition in original packaging. A 25% handling fee will be charged for all merchandise returned for any reason. Products not authorized will be refused. If no proof of delivery is provided, credit will not be issued and full payment is expected.
All prices quoted are exclusive of taxes. All taxes are duties imposed by any federal, state, foreign or local authority which SYP may be required to pay or collect relating to the sale, purchase, transportation, delivery, storage use or consumption of goods, except net income and corporate franchise taxes will be for the account of Buyer.
- CHECKING GOODS, CLAIMS:
Examine each shipment carefully. If there is any damage or shortage in transit, insist that the delivering carrier make appropriate notation on the freight bill BEFORE you sign it. No freight claim will be available if damage is not noted on the BOL during receipt of the product. If concealed damage is discovered after receipt of goods, immediately notify carrier, requesting an inspection report to support your claim. You have 5 days to notify us when concealed damage is present. Any claimsfor damage or shortage in transit must be filed with the carrier. We will not accept return of merchandise damaged in transit. It is Buyer's responsibility to check goods against shipping papers immediately upon unloading at destination. Claims, including shortage claims, must be made promptly after delivery and SYP must be given a reasonable opportunity to investigate. Every claim will be waived by Buyer unless made in writing within five (5) days of receipt of goods by Buyer.
- FORCE MAJEURE:
Delivery dates quoted are estimates only. SYP will not be liable for any delay in delivery or failure to deliver due to fire, explosion, strike or other difference with workmen, shortage of utilities, facility, materials or labor, delays in or unavailability of transportation, breakdown or accident, compliance with or any action taken to carry out the intent or purpose of any law or regulation, or any other cause whether or not similar to the above, beyond SYP's reasonable control. In the event of a goods shortage, SYP will have the right to apportion its production and inventory among its customers in such manner as it may consider to be equitable.
- LIMITATION OF LIABILITY:
SYP assumes no liability except as expressly provided in these Terms and Conditions of Quote/Acknowledgment and Sale. IN NO EVENT WILL SYP BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE OR LOSS OF PROFIT, OR ANY DAMAGES OTHER THAN REPAIR, REPLACEMENT OR REFUND OF THE PURCHASE PRICE PAID FOR THE GOODS AT SYP'S OPTION. SYP WILL NOT BE HELD LIABLE FOR PERSONAL INJURY OR PRODUCT DAMAGE DUE TO HANDLING OR USE OF GOODS FOR OTHER THAN THEIR INTENDED PURPOSE.
SYP will charge Buyer, at current rates, for handling and storing Buyer's stock or orders more than thirty (30) days. All property stored with SYP is at the Buyer's risk, and SYP is not liable for any loss or damage to the goods. It is understood that the gratuitous storage of Buyer's property is solely for the benefit of Buyer and Buyer hereby indemnifies SYP for all losses, claims or liability incurred due to such storage.
Sizes and weights are shown approximate. Weights are listed in pounds. Product specifications may be adjusted as product improvements are made. Product colors are reproduced in our catalogs and brochures as accurately as possible. Colors represent average production runs and may vary in shade from time to time, depending upon dye and compound variables.
Powder coated safety yellow, unless specified and approved prior to placing order.
- APPROVAL DRAWINGS:
Drawings are additional costs. A separate purchase order is required.
- SEISMIC CONDITIONS:
"Save"ty Yellow Products will not be responsible for conformity of building codes and regulations due to the installation of our product.
- SECURITY INTEREST:
Buyer hereby grants to SYP a purchase money security interest in the goods received by Buyer and a security interest in all accounts or proceeds arising from the sale of any such goods. Title of all goods shipped pursuant to this Agreement is reserved by SYP until Buyer has made full and final payment in cash for all of the goods, including storage charges and payment of any notes given for the price. If Buyer is a distributor of SYP prior to full payment in cash, Buyer will have no right to sell or dispose of any goods delivered hereunder except for value received in the ordinary course of business and on the express condition that prior to the delivery of any of the goods to distributor's customer. Buyer determines such customer's credit worthiness and secures from such customer adequate assurances for full and final payment of the purchase price in cash.
The proceeds of all sales will be considered to be the property of SYP in lieu of the goods so sold, and will be deposited in an account containing only funds held in trust for SYP and will be held in trust for it and subject to its order until all sums due under this Agreement have been fully paid. As requested at any time, Buyer will give SYP's representatives full information regarding goods on hand, goods sold, and the proceeds thereof, to enable SYP to ascertain and enforce its rights under this provision. Nothing in these terms will release Buyer from payment for all goods ordered and delivered. Upon delivery to Buyer, the goods will be held at Buyers risk and expense with respect to loss or damage from any cause whatsoever. At the request of SYP, Buyer will join in executing one or more financing statements in the form satisfactory to SYP.
Buyer will have and maintain at all times policies of insurance covering the secured goods against the risks of fire, theft and all other risks as SYP may require. Such policies will contain such terms, be in such form, continue for such periods, and be written by such companies as deemed satisfactory by SYP. All such policies will list SYP as the loss payee prior to full and final payment for the goods. Buyer will furnish SYP on demand with certificates or other evidence deemed satisfactory to SYP of compliance with this provision.
- EVENTS OF DEFAULT:
If Buyer fails to pay when due any sum which may be payable by Buyer to SYP (under this Agreement or otherwise), or if Buyer is made bankrupt, or voluntarily files, or has filed against it, a petition for bankruptcy or begins liquidation, or has a receiver appointed over any of its assets or has any of its assets including any interests in property or contracts levied upon, attached, garnished or repossessed, the rights of Buyer under this Agreement are cancelled and SYP will, upon such cancellation, be entitled in addition as any other rights and remedies that SYP has to recover from Buyer, any sums due from Buyer and the amount of any loss sustained by SYP on the resale of the undelivered material, plus costs and attorneys' fees.
- VALIDITY OF AGREEMENT:
Each provision herein will be deemed separate and distinct from all other provisions of this contract and if any one of them or a portion thereof is declared illegal or unenforceable, the same will not affect the legality or enforceability of the other terms, conditions and provisions then remaining and they will continue in full force and effect.
- APPLICABLE LAW:
All matters related to this order will be construed, interpreted and resolved in accordance with the laws of the State of Illinois.