Terms and Conditions of Sale
ALL ORDERS PLACED BY CUSTOMER WILL BE SUBJECT TO THE TERMS AND CONDITIONS OF SALE SET FORTH BELOW. ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY CUSTOMER ARE DEEMED TO BE REJECTED UNLESS EXPRESSLY CONSENTED TO IN WRITING SIGNED BY AN OFFICER OF WALDRON OF MARYLAND, INC. (AS APPLICABLE‚ "WALDRON," "WE," OR "US").
1.) WHOLESALE ORDERS: All wholesale orders are subject to our written acceptance. Possession of, or access to our catalog or website does not constitute any right to purchase goods from us.
2.) PRICES: Prices listed in the catalog are effective January 1, 2014 and are subject to change without notice. Catalog prices are for standard inventory products. The applicable price for any order will be the price in effect when Customer places the order, as set forth on our then-current price schedule on file with us. Prices are exclusive of Maryland sales tax. We will charge sales tax on orders for which Customer in Maryland has not provided a sales tax exemption certificate or resale certificate.
3.) PAYMENT TERMS: For Customers that maintain credit qualifications we have approved in writing; payment terms are net thirty (30) calendar days from date of our invoice. For other approved Customers, payment via cash, Visa, MasterCard, American Express, certified check,or money order is due prior to shipment or at the time of pickup at our warehouse. All payments must be in U.S. dollars. Past due accounts are subject to an interest charge of 1.5% per month. Past due account balances paid by credit card are subject to a 2% surcharge.
4.) COLLECTION FEES: If we incur collection costs to collect amounts due under any order, Customer shall pay all costs of collection, including, but not limited to, the higher of all reasonable attorney’s fees incurred or an attorney’s fee equal to thirty percent(30%) of all sums due and outstanding, as well as court costs.
5.) DELIVERY: All stock items are normally available for Customer pickup. Orders can be shipped at Customer’s expense via LTL common carrier, local hauler, Federal Express, or UPS; F.O.B. our Baltimore warehouse. Waldron also charges a shipping and handling fee on each order. Local scheduled delivery by our truck is available and subject to a shipping charge if beyond our standard delivery radius. We retain title to the ordered goods until we receive payment in full.
(a) Customer may be entitled to the benefit from certain limited warranties provided directly by the manufacturer of the goods purchased. We assume no liability for nor any responsibility under said third party warranties unless such liability or responsibility is expressly provided in writing signed by one of our officers. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, GIVEN BY US IN CONNECTION WITH THE GOODS WHICH ARE THE SUBJECT OF THIS CONTRACT, AND WE DISCLAIM ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ANY WARRANTIES PROVIDED HEREIN ON THE GOODS DESCRIBED IN THIS CONTRACT ARE VOID IF THE GOODS SOLD UNDER THIS CONTRACT ARE REPAIRED, ALTERED OR MODIFIED IN ANY WAY WITHOUT OUR PREVIOUS AND SPECIFIC APPROVAL, IN WRITING SIGNED BY ONE OF OUR OFFICERS. OUR SALES PERSONNEL ARE NOT AUTHORIZED TO MAKE WARRANTIES ABOUT OUR GOODS SOLD AND OUR EMPLOYEES’ ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES AND SHALL NOT BE RELIED UPON BY CUSTOMER AND ARE NOT A PART OF ANY QUOTATION OR CONTRACT OF SALE.
(b) Any warranties included herein do not extend or apply to Customer’s use of any of our products in conjunction with any item, element, or component which has not been furnished by us or approved in writing by one of our officers.
(c) We are sales representatives of third party companies that develop, manufacture and distribute the goods we sell. We do not warrant and/or represent the quality, performance and condition of such goods on behalf of such companies.
(d) Customer acknowledges that it has been advised that no agent, employee or representative of Waldron has any authority to bind Waldron to any affirmation, promise, representation or warranty concerning any of the Goods, and, unless such affirmation, promise, representation or warranty is specifically set forth in this Contract, it does not form a basis of this bargain and shall not be enforceable against the Waldron.
7.) RETURNS: No stock items may be returned without our prior written authorization. Requests to return stock items must be made within sixty (60) calendar days of purchase and must include our original invoice number. The returned goods must be new, in their original undamaged packaging, and are subject to inspection. Returned goods are subject to a twenty-five percent (25%) restocking fee. Items other than shown in the catalog are special order items and are not returnable and cannot be cancelled. Customer will be invoiced for special order items left in our warehouse for more than thirty (30) calendar days after the goods are made available to Customer.
8.) NOTICE OF CLAIM: No action by Customer shall be brought at any time against us unless we receive written notice of such claim within sixty (60) calendar days after the event complained of first becomes known or should have become known to Customer, whichever is earlier. Any legal proceedings in connection with such a claim shall be filed within twelve months after the event complained of first became known or should have become known to Customer or shall be considered forever barred.
9.) LIMITATION OF LIABILITY: Our liability hereunder shall be limited, at our option, to: (a) to the repair or replacement of the goods ordered; (b) to the amount of the invoice price paid by Customer; or (c) the return of Customer’s paid deposit, if any, as set forth herein. EXCEPT AS SET FORTH HEREIN, WE SHALL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, INCLUDING, BUT NOT LIMITED TO, RESULTING FROM ITS DELIVERY OF DEFECTIVE OR NON CONFORMING SERVICES, WORK PRODUCT AND/OR GOODS, OR FROM OUR DELAY IN DELIVERING SERVICES, WORK PRODUCT AND/OR GOODS NOR FOR ANY ANTICIPATED OR LOST PROFITS, INCIDENTAL DAMAGES, LOSS OF TIME, OR OTHER LOSSES INCURRED BY CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH THE GOODS AND SERVICES SOLD AS DESCRIBED HEREIN, INCLUDING, BUT NOT LIMITED TO, THE LOSS OF USE OF THE GOODS AND SERVICES SOLD HEREIN, FAILURE OF PERFORMANCE OF THE GOODS SOLD, LOSS OF ANY PROPERTY (WHETHER BELONGING TO CUSTOMER OR SOMEONE ELSE WHO HAS PROVIDED PROPERTY TO CUSTOMER WHICH IS UNDER CUSTOMER’S CUSTODY AND CONTROL), AND/OR FOR LOSS RESULTING FROM ANY INJURY, INCLUDING, BUT NOT LIMITED TO, CLAIMS ARISING OUT OF TORT AND/OR CONTRACT, LAW OR EQUITY.
10.) JURISDICTION: Customer hereby waives trial by jury and the right thereto in any action proceeding, arising out of, under or by reason of any purchase under any order placed with us. Customer’s contractual relationship with us constitutes an agreement made in Maryland and is governed by the laws of Maryland. Any action arising from such agreement must be litigated in Maryland, and Customer (by purchasing from us) consents to the exclusive personal jurisdiction and venue of any local, state, or federal court located in Maryland. Any suit, action, or proceedings filed by Customer against us shall be instituted in a Maryland State court located in Baltimore County, Maryland or, if Federal Court jurisdiction is applicable, in a Federal Court located in Maryland.
11.) This Order (including the Exhibit(s)) constitutes the full, entire, and integrated Agreement between the parties with respect to the subject matter hereof, and supersedes all prior negotiations, correspondence, understandings, and agreements among the parties respecting the subject matter hereof. This Contract shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. Customer represents and warrants that there are no third party beneficiaries of this Order and Contract. Nothing in this Contract, express or implied, is intended to confer upon any other person any rights, remedies, obligations, or liabilities. No provision of this Contract may be amended, waived, or otherwise modified without the prior written consent of all of the parties hereto. The waiver by any party of a breach of any provision or condition contained in this Contract shall not operate or be construed as a waiver of any subsequent breach or of any other conditions hereof.
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