Soligent Terms and Conditions of Sale
All quotations by Seller and orders made by Buyer for products are subject to these Terms and Conditions of Sale set forth herein. These Terms and Conditions of Sale supersede any other terms and conditions in any purchase order and other purported agreements or communications in any form from Buyer. Seller’s agreement to any additional or modified or substituted terms and conditions or agreements must be made affirmatively and in writing in a form other than as an acknowledgement of a purchase order to be effective. Seller’s acceptance of a purchase order by written acknowledgement or otherwise (even where such form of written acknowledgement purports to create or modify an agreement between Seller and Buyer) and/or Seller’s failure to object to any additional or conflicting terms and conditions contained in Buyer’s purchase order or other documents created by Buyer shall not be an acceptance of such additional or conflicting terms and conditions nor a waiver or modification of the provisions of this Agreement.
Payment terms of sale are Net 30 days unless otherwise specified on Seller’s written acknowledgment or invoice and are due at Rohnert Park, California. A service charge of 1½% per month (18% per annum) will be charged on all past due balances. Returned, dishonored or NSF checks will incur an additional $25 charge.
SELLER DISCLAIMS ALL AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING PRODUCTS SOLD AND DESCRIBED HEREIN. SELLER DOES NOT ADOPT OR AFFIRM ANY OF THE WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, MADE BY ANY OF THE MANUFACTURERS OF ANY OF THE PRODUCTS DESCRIBED HEREIN. SELLER SHALL NOT BE LIABLE TO BUYER, BUYER’S CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED DAMAGES FOR LOSS OR PROFITS, REVENUE, SALES OR CUSTOMERS OR FOR LABOR, REMOVAL OR INSTALLATION COSTS, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S LIABILITY FOR ACCEPTED PRODUCTS SHALL NEVER EXCEED THE PURCHASE PRICE OF THE PRODUCTS WHICH ARE THE SUBJECT OF THE CLAIM, WHETHER OR NOT SUCH PRODUCTS HAVE BEEN INSTALLED OR MADE PART OF AN IMPROVEMENT TO REAL OR PERSONAL PROPERTY. SELLER’S LIABILITY FOR PRODUCTS NOT SHIPPED AND/OR DELIVERED SHALL BE LIMITED TO THE DIFFERENCE BETWEEN THE CONTRACT PRICE OF THE PRODUCTS AFFECTED THEREBY AND THE PRICE FOR SAME OR REASONABLY SUITABLE SUBSTITUTE PRODUCTS IN THE OPEN MARKET, PROVIDED THAT WHETHER OR NOT SUCH PRODUCTS ARE AVAILABLE ON THE OPEN MARKET, SELLER’S LIABILITY WILL NOT EXCEED TEN PERCENT (10%) OF THE CONTRACT PRICE OF THE PRODUCTS AFFECTED THEREBY.
All sales are final. Special order, custom-built and non-stock items are non-cancelable and non-returnable. This includes all drop shipments from manufacturers. Products normally carried in Seller’s inventory which have been shipped as ordered may be returned “unused” within 30 days from the date of purchase for credit only upon Seller’s prior written authorization. All such returned products must be accompanied by a copy of the invoice, a Return Merchandise Authorization (RMA) from Seller for a restocking charge in the amount of 15% of the purchase price to be subtracted from the value of the return. In addition to ‘unused’, the product must not have been installed or connected to electrical power, must be in original packaging and only full kits may be returned; no partial kits will be accepted. Buyer is responsible for proper packing to insure safe return. Buyer is also responsible for all freight charges associated with returning products to Seller and assumes all risk in the return transport; including loss and/or damage. All returns are subject to a final count and inspection by Seller upon arrival. Credit will not be issued for damaged products, used products, items with missing parts, obsolete products, or in the event the product is received in a condition that prevents it being sold as new.
All quotations and sales are FCA Seller’s point of shipment unless expressly stipulated otherwise in writing by Seller, and Buyer shall pay all transportation charges in addition to the price of the products. The risk of loss or destruction of, or damage to the products shall be on Buyer from and after tender of the products to Buyer or carrier, whichever occurs first.
Seller shall not be liable to Buyer for any loss or damage suffered by Buyer, directly or indirectly as a result of Seller’s failure to perform, or delay in performing any obligation under this order where such a failure or delay is caused by labor troubles (including, without limitation, strikes, slow downs and lockouts), civil disturbance, war, acts of terrorism, weather, earthquake, government regulations, inability to obtain or revocation of export or import licenses, interruptions of or delay in transportation, product shortages, power failures, accident, or other cause of like or different character beyond Seller’s control.
Prices are subject to change by Seller without notice. Prices do not include taxes and Buyer shall pay the amount of any applicable sales, use, compensating, intangibles, gross income or like tax, import duties and similar charges levied by any governmental authority in connection with this order and the amount of such taxes will be added to the purchase price, in all cases, unless a valid exemption certificate for Buyer is on file with the Seller prior to shipment of the order.
All orders must be in a writing which includes an order reference and must be received by Seller by mail, courier, facsimile, web or email. Seller reserves the right to refuse any order prior to the issuance of any written acknowledgement, including those based on an error in price or quotation. Modification of any order must be confirmed in writing by Seller. Seller takes exception to and hereby objects to all provisions inconsistent with or in addition to those set forth in these Terms and Conditions of Sale, including all warranty, hold harmless and indemnity provisions, either express or implied, set forth in Buyer’s order or other communications that purport to impose liability on Seller.
Seller may provide assistance in the preparation, filing and follow-up of rebate forms for various state, local utility or other governmental agency. In providing such assistance, Seller assumes no responsibility for the completeness or correctness of the rebate form or application or for the action of the public entity. Seller shall have no liability to Buyer or Buyer’s customer for success in obtaining a rebate, the accuracy of the estimated rebate amount or the amount of the rebate actually received, even if due to Seller error or negligence.
Shipment and/or delivery dates are merely estimates and failure of shipment and/or delivery by the estimated date will not constitute grounds for charge back, setoff, or other damages or claims of damages against Seller.
Consistent with industry custom and practice, Seller will deliver the products to the specified address even if there is no one there to accept or sign for the products, unless Buyer instructs Seller otherwise in writing. Buyer agrees to pay all costs of re-shipment or re-delivery.
In the event of any breach or default by Buyer upon the terms and conditions of sale set forth herein; Seller may employ any company, corporation, agency or attorney to collect any and all amounts owing from Buyer to Seller, including but not limited to purchase price, service charges, delivery charges and taxes; and Buyer shall pay to Seller all costs, expenses and fees, including reasonable attorney’s fees, incurred by Seller in the enforcement of any transaction under these terms and conditions of sale. The state and federal courts serving Sonoma County, California shall be the exclusive venue for any action arising from any order or transaction, and Buyer attorns to the personal and subject matter jurisdiction of such courts.
All claims for shortage, damage and the like must be made in writing in accordance with and subject to Seller’s Returns, Damage and Claim Policy, and all will call orders shall be subject Seller’s Will Call Policy, which are incorporated by reference in these Terms and Conditions of Sale.
Product furnished for use in the improvement of real property may be subject to the mechanics’ lien laws of the jurisdiction in which the product is used.
The above Terms and Conditions of Sale supersede all previous Terms and Conditions. Seller may amend or modify the above Terms and Conditions of Sale, its Returns, Damage & Claims Policy, Will Call Policy and Credit Card Policy from time to time, which amendments and modifications shall be binding on all quotations or written acknowledgement of Seller made after the effective date of such amendment or modification.