Terms and Conditions of Sale | Terms of Use | Terms and Conditions of Purchase
Terms and Conditions of Sale
NOTE: THESE TERMS AND CONDITIONS APPLY WHEN WE
SELL GOODS/SERVICES TO YOU.
Crawford Electric
Supply Company, Inc. (“Seller”) is a distributor primarily engaged in the
business of selling third-party manufactured goods and providing certain limited
ancillary services (referred to in this paragraph as our “Traditional Sales”).
From time to time, Seller also provides, within premises owned, leased,
subleased, and/or licensed by Seller or its affiliates, certain more technical or
space or labor intensive services, such as storage, kitting, assembly, staging,
modification, and fabrication services, in each case, to the extent agreed to
in writing between Seller and its customer (referred to in this paragraph as our
“Warehousing Sales”). These Terms and
Conditions of Sale (“T&Cs”) govern both Traditional Sales and Warehousing Sales,
excluding Section 13, which only applies to Warehousing Sales. If there is a
conflict between Section 13 and the remainder of these T&Cs: (i) the remainder of these T&Cs shall
control for Traditional Sales; and (ii) Section 13 shall control for
Warehousing Sales.
1.
Governing Terms. By accessing, browsing, or otherwise using our
website, requesting a quote, establishing a line of credit, placing an order,
issuing a release, or accepting products or services, including Warehousing
Services, from Seller, you acknowledge and agree that all products and services
provided by or on behalf of Seller to you and/or your subsidiaries or
affiliates (collectively, “Customer”) shall be governed exclusively by: (i) these T&Cs; and (ii) the additional
terms of any credit application provided by Seller and executed by Customer
(each a “Credit Application”), which shall together control regardless of any
additional or conflicting legal terms and/or conditions contained on or
referenced in any quotation, order, acknowledgement, invoice, website, release,
correspondence, request, proposal, or other document or form issued by or on
behalf of Customer, including, but not limited to, at any time in the course of
dealing or performance, all of which are hereby rejected and deemed void and of
no force or effect. Seller’s acknowledgment and/or acceptance of an order shall
not be deemed an acceptance of any such other terms and/or conditions or a
waiver of the provisions hereof; instead, these T&Cs may only be modified,
waived, supplemented, or superseded with the express prior written consent of
an authorized officer of Seller (i.e., with title of Vice President or
President or their designee). While the terms and conditions set forth
in these T&Cs and a Credit Application are intended to supplement one another,
in the event of a conflict between the terms and conditions set forth in these
T&Cs and a Credit Application (if any), the terms and conditions that are
more onerous on Customer, as determined by Seller in its sole discretion, shall
control. Notwithstanding
the foregoing, Seller reserves the right, in its sole discretion, to
periodically revise these T&Cs on our website without further notice.
Seller reserves the right to accept or reject any order.
2.
Payment Terms. Payment terms are thirty (30) days from date of
invoice (the “Payment Date”) unless otherwise expressly agreed by Seller and
Customer in writing; provided, however, Seller may, in its sole discretion,
require full payment in cash before order entry, shipment, or delivery.
Payments not received when due will be subject to a late fee of 1.5%, or the
maximum lawful rate, whichever is lower, of the outstanding invoice balance for
each 30-day period or portion thereof past due. All costs of collecting monies
due from Customer, including, but not limited to, legal expenses, legal
interest, attorneys’ fees and collectors’ expenses, shall be paid by Customer
to Seller upon demand. When Seller deems itself insecure with respect to
Customer’s ability to pay, Seller may, in its sole discretion: (a) withhold,
defer, or cancel shipments and/or orders; (b) require cash in advance; and/or
(c) demand immediate payment of all amounts then owed and pursue collection
actions (including attorneys’ fees and costs of collection). Seller may also
impose, revoke, or revise Customer’s credit limits, if any, at any time and for
any reason. Customer agrees to give Seller current credit information, current
annual financial statements, and proper authorizations for Seller to request
financial information on Customer (including its subsidiaries and affiliates)
from third parties, in each case, within five (5) days of request from Seller
as a condition to beginning and/or continued credit extension or for any other
reasonable purpose. All amounts and payments are in U.S. dollars. Seller may
set-off and/or deduct for any sums owed by Customer (including its subsidiaries
and affiliates). Customer has no right to withhold or set-off amounts against
Seller or its affiliates.
3.
Returns. Orders that were factory special orders or
otherwise fabricated and altered to accommodate Customer are not returnable;
otherwise, returns will be accepted prior to the Payment Date if prior
authorization is obtained from Seller, which authorization shall be in Seller’s
sole discretion, and only if the product is in resalable condition and in the
original, undamaged manufacturer’s package with sales receipt or invoice.
Credit will be issued, if at all, based on Customer’s purchase price for the
returned product less any vendor restocking charges, freight, insurance, and
other expenses of disposal.
4.
Deliveries. Customer shall accept partial or pro rata
deliveries in commercial units as full performance under Customer’s order if
Seller is unable to fill Customer’s entire order. All goods shall be shipped FCA
SHIPPING POINT, prepaid and billed, unless otherwise agreed by Seller in
writing. Title and risk of loss pass to Customer on tender of delivery to the
carrier. If goods are damaged in transit, Customer’s sole recourse is to file a
claim with the carrier. Customer understands that delivery dates are estimates
only and Seller shall not be liable for any late or delayed delivery.
5.
Warranties and Disclaimer. Customer
acknowledges that Seller is a distributor and not a manufacturer and that
Seller is not, except as otherwise expressly provided in Section 13 below,
responsible for the design, fabrication, or manufacture of any materials,
equipment, tools, or other goods provided by or on behalf of Seller, including
for any defects therein. Seller is also not liable for defects in information,
labeling, instructions, or packaging provided by the manufacturer or other
secondary sources. Any warranty issued by the manufacturer shall be solely that
of the manufacturer and not of Seller. Seller warrants good title to Customer
and otherwise Seller shall assign to Customer, effective upon transfer of
title, all assignable warranties of the manufacturer. Seller authorizes
Customer to make or settle any claims under such manufacturer’s warranties
directly with any such manufacturer. Each jurisdiction’s laws, regulations,
codes, and standards may vary regarding product labeling, warnings,
instructions, specifications, manufacture, and installation, as well as
regarding construction, zoning, and/or use of products for a specific purpose;
thus, Customer agrees that certain products may not be appropriate for all
areas or applications and Customer hereby agrees that Customer is solely
responsible for ensuring proper compliance with all such laws, rules,
regulations, codes, and standards. Customer shall comply with all applicable
laws, rules, codes, standards, and regulations including, but not limited to,
those concerning exports, imports, anti-corruption, anti-bribery, child labor,
affirmative action, conflict minerals, trade, economic or financial
restrictions or trade embargoes and any amendments thereto (collectively, the
“Laws”) imposed by any applicable governmental authority, including, where
applicable, the United States and the European Union. Customer agrees to
indemnify, defend, and hold harmless Seller, for any breach of Laws by Customer
or its affiliates, subsidiaries, officers, directors, managers, shareholders,
members, employees, contractors, or agents. Customer agrees that it shall not,
except as otherwise permitted under applicable Laws, transship, re-export, or
otherwise divert goods purchased from Seller. If applicable, Customer
undertakes to timely provide all information and documentation necessary for
export, shipment and import. Seller shall not be liable, and Customer shall
hold Seller harmless, for delays or any other losses resulting from Customer’s
failure to timely provide accurate information and documentation, export/import
reviews, or any related permitting procedures. To the extent permitted by law,
Customer shall, promptly upon becoming aware, provide to Seller details of any
claim, action, suit, proceedings or investigation against it with respect to
the Laws brought by any enforcement authority. In the event that Seller should
believe, acting in good faith, that Customer has violated, or is under
investigation for violating, any Laws, or if Customer is identified on any
applicable sanctions list, Seller shall have the immediate right to terminate
its relationship and/or any contract with Customer without liability.
EXCEPT FOR THE
WARRANTIES OF TITLE ABOVE, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND
DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ANY
WARRANTY AGAINST DEFECTS IN DESIGN, MATERIALS OR WORKMANSHIP, AND ANY WARRANTY
ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
CUSTOMER’S EXCLUSIVE REMEDIES AGAINST SELLER FOR BREACH OF WARRANTY ARE REPAIR
OR REPLACEMENT OF GOODS, REPERFORMANCE OF SERVICES, OR CREDIT OF THE PURCHASE
PRICE PAID, AT SELLER’S OPTION, WHICH MAY ONLY BE EXERCISED WITHIN ONE (1) YEAR
OF PERFORMANCE (FOR SERVICES) OR SHIPMENT (FOR GOODS). SELLER’S OBLIGATIONS
UNDER THIS SECTION SHALL BE VOID UNLESS CUSTOMER PROVIDES SELLER WITH WRITTEN
NOTICE OF THE NON-CONFORMITY IN THE GOOD OR SERVICE WITHIN THIRTY (30) DAYS OF
DISCOVERY.
6.
LIMITATIONS OF LIABILITY. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT IN NO EVENT SHALL
SELLER BE LIABLE TO CUSTOMER OR ITS OWNERS OR AFFILIATES, OR ITS/THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CUSTOMERS, AGENTS, CONTRACTORS,
ASSIGNEES, OR REPRESENTATIVES, FOR: (A) ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY,
PUNITIVE, LIQUIDATED, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT
LIMITATION, FOR LOSS OF PROFITS, USE, TIME, DATA, OR INCOME, WHETHER IN
CONTRACT, TORT, OR OTHERWISE RESULTING FROM ITS PERFORMANCE, NON PERFORMANCE,
OR DELAY HEREUNDER, AND WHETHER OR NOT SELLER HAD NOTICE OF THE POSSIBILITY THEREOF;
AND/OR (B) CLAIMS ARISING FROM ORDINARY WEAR AND TEAR, MISUSE, ABUSE,
MISREPAIR, MISAPPLICATION, MODIFICATION, UNAUTHORIZED COMBINATION, IMPROPER
SELECTION, FAILURE TO MAINTAIN, AND/OR IMPROPER INSTALLATION OF GOODS.
7.
SELLER’S MAXIMUM LIABILITY. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER EXPRESSLY AGREES THAT UNDER NO
CIRCUMSTANCE SHALL SELLER’S TOTAL LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID
FOR THE GOOD(S) OR SERVICE(S) GIVING RISE TO THE CLAIM(S) AT ISSUE.
8.
Governing Law; Limitations; Dispute Resolution. SOME STATES DO
NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS,
EXCLUSIONS, AND/OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.
The validity, interpretation, and performance hereof, and any dispute connected
herewith, shall be governed and construed in accordance with the laws of the
State of Texas, without
regard to its conflict of laws principles. The provisions of the Uniform
Commercial Code as adopted by the State of Texas shall apply, with no
application of the 1980 United Nations Convention on Contracts for the
International Sale of Goods. The parties shall exercise their best efforts to
resolve by negotiation any and all disputes, controversies, or differences
arising out of or relating to these T&Cs or the goods or services provided
by or on behalf of Seller to Customer in connection herewith. All disputes,
controversies or differences between the parties that are not settled by
negotiation shall be decided by litigation in the appropriate State or Federal
Courts located in Texas. Notwithstanding
the foregoing, any legal action by Customer concerning these T&Cs and/or
any goods or services provided by or on behalf of Seller must be commenced
within one (1) year after the cause of action has arisen.
9.
Taxes and Other Governmental Amounts. Customer shall
pay all taxes, duties, tariffs, import fees, export fees, penalties, and
similar charges levied by any government authority or agency in connection with
goods and/or services provided by or on behalf of Seller to Customer. Unless
otherwise expressly agreed by Seller in writing, such charges are not included
in the price of goods or services and will be added to amounts due by Customer.
Customer is responsible for all additional taxes, fees, tariffs, duties, charges,
and penalties from taxing or other governmental authorities or agencies, and
all legal expenses incurred by Seller, where arising due to changes in such
amounts between the date of order and shipping or from incorrect or incomplete
documentation or other information furnished by or on behalf of Customer.
10. Force Majeure. Seller shall not be
liable for any delay, impairment, or prevention of Seller’s performance, in
whole or in part, due to any event, circumstance, or occurrence that is not
within Seller’s control, including, but not limited to, acts of God, labor
disruptions, acts of war, acts of terrorism (actual or threatened),
governmental decrees or controls, imposition of or changes to tariffs or
duties, changes to commodity markets, insurrections, epidemics, quarantines, shortages,
communication or power failures, fires, accidents, explosions, inability to
procure or ship products or obtain permits or licenses, inability to procure
supplies or raw materials, severe weather, catastrophic events, or any other
event, circumstance, or cause beyond Seller’s control within the normal conduct
of its business (collectively, “Force Majeure”). If Seller’s performance is so
delayed, impaired, or prevented by Force Majeure, Customer agrees that Seller
may, at Seller’s option: (i) suspend or terminate performance; and/or (ii)
increase pricing and/or schedules for delivery or performance, in each case,
without liability or penalty to Seller.
11.
Hazardous
Substances. Customer acknowledges that Seller has neither created nor
contributed to the creation or existence of any hazardous or otherwise
dangerous substances or conditions at Customer’s or its client’s sites, and
Seller’s compensation hereunder is not commensurate with the potential risk of
injury or loss that may be caused by exposure to, contamination by, or the
presence of such substances or conditions.
12.
Product-Specific
Clauses.
(a)
ELECTRONIC AND PHOTOGRAPHIC CLEANING FLUIDS CUSTOMERS — It is a violation of
federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon
(CFC) containing cleaning fluid for electronic and photographic equipment or
aerosol hydrochlorofluorocarbon (HCFC) containing cleaning fluid for electronic
and photographic equipment to anyone who is not a commercial user of this
product. The penalty for violating this prohibition can be up to $25,000 per
unit sold. Customers purchasing such products must present proof of their
commercial status in accordance with 40 CFR 82.68(a) or (c). A "Commercial
User," as defined in the regulation, means a person that uses the product
in the purchaser's business, or sells it to another person and has one of the
following identification numbers: (i) a Federal employer identification number;
(ii) a State sales tax exemption number; (iii) a Local business license number;
or (iv) a Government contract number.
(b)
MOLD RELEASE AGENT CUSTOMERS – It is a violation of federal law to sell mold
release agents containing hydrochlorofluorocarbon (HCFC) as propellants to
anyone, except for use in applications where no other alternative except a
class I substance is available. The penalty for violating this prohibition can
be up to $25,000 per unit sold.
(c)
WASP AND HORNET SPRAY CUSTOMERS – It is a violation of federal law to sell or
distribute wasp and hornet sprays containing hydrochlorofluorocarbon (HCFC) as
solvents to anyone, except for use near high-tension power lines where no other
alternative except a class I substance is available. The penalty for violating
this prohibition can be up to $25,000 per unit sold.
(d)
REFRIGERANT CUSTOMERS — Effective November 14, 1994, in accordance with the
Federal Clean Air Act, sale of class I (CFC) and class II (HCFC) refrigerant
will be restricted to resale purchases and/or to certified professional service
technicians. To purchase regulated refrigerant products, Customer must present
a certification card or sign a statement of resale to complete the purchase.
(e)
OSHA HAZARDOUS SUBSTANCE & CALIFORNIA PROPOSITION 65 PRODUCT INFORMATION—
MSDS for OSHA-defined hazardous substances are available at your local Seller
branch, or by contacting Seller's U.S. corporate headquarters. Seller makes no
warranty with respect to the accuracy of the information or the suitability of
the recommendations in the MSDS, all of which are provided by the manufacturers
at issue, and, to the maximum extent permitted by applicable law, Seller
disclaims any and all liability to Customer or any user or consumer with
respect thereto. Proposition 65 is a California law requiring the state to
maintain a list of chemicals that may cause cancer, birth defects, or
reproductive harm. There are over 850 listed chemicals and Seller will attempt
to provide a reasonable warning before potentially exposing Californians to
such chemicals, but Customer acknowledges and agrees that Seller is a
distributor and not a manufacturer of such goods and that Seller thus makes no
warranty with respect to the accuracy, reasonableness, or suitability of the
information or warnings provided in connection therewith, it being understood
and agreed that such information and warnings are provided by the manufacturers
at issue. Thus, to the maximum extent permitted by applicable law: (i) Seller
disclaims any and all liability with respect thereto; and (ii) Customer
releases Seller and its parents and affiliates from and for any and all claims,
fines, penalties, and damages arising from or in connection therewith, it being
agreed that Customer’s sole recourse under Proposition 65 shall be against the
manufacturer at issue. To learn more about Proposition 65, please visit www.oehha.ca.gov.
(f)
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 Federal Regulations, that the goods will
be used in direct support of its business, which is not transportation, and
that such goods shall not be resold or transported in a vehicle other than one
owned by itself.
13.
Warehousing
Terms and Conditions. THIS SECTION
SHALL ONLY APPLY WHEN AND TO THE EXTENT Seller is providing, within premises
owned, leased, subleased, and/or licensed by Seller or its affiliates (as
applicable, the “Space”), storage, kitting, assembly, staging, modification, fabrication
and/or related services (COLLECTIVELY, “WAREHOUSING SERVICES”) involving EQUIPMENT,
INVENTORY, MATERIALS, TOOLS, AND/OR OTHER GOODS THAT ARE OWNED BY CUSTOMER OR A
THIRD-PARTY THAT HAS AUTHORIZED CUSTOMER TO POSSESS AND PROVIDE SAME TO SELLER FOR
THE PROVISION OF WAREHOUSING SERVICES (COLLECTIVELY, “WAREHOUSED GOODS”). The
scope, duration, and extent of the Warehousing Services, as well as the
quantities and descriptions of the Warehoused Goods and, except as otherwise
set forth in this Section, the commercial (i.e., non-legal) terms associated
therewith, shall be agreed to in writing between Customer and Seller (e.g.,
through a Quote or Proposal from Seller that is accepted by Customer). This Section shall be read to compliment and
supplement the other sections of these T&Cs, which shall also apply to
Warehousing Services, but with the provisions of this Section controlling over
any conflicting provisions in any other Section(s) of these T&Cs solely
when and to the extent concerning Warehoused Goods and/or Warehousing
Services. Accordingly, solely with
respect to the Warehoused Goods and/or Warehousing Services:
(a) Customer Warranties. Customer warrants
that: (i) it owns and has good and clear
title to the Warehoused Goods or, if a third-party owns the Warehoused Goods,
is otherwise entitled to possess and provide same to Seller for the provision
of Warehousing Services; and (ii) the Warehoused Goods are non-hazardous,
non-explosive, and not highly flammable and will not require refrigeration or
other specialized storage unless otherwise expressly agreed by Seller in
writing.
(b) Rates for Warehousing Services. Rates and charges for Warehousing Services may be changed
from time to time by: (i) Seller’s provision of at least thirty (30) days’ written
notice to Customer; or (ii) the mutual written agreement of the parties. Unless
otherwise agreed in writing, rates for Warehousing Services shall cover only
Seller’s reasonable and ordinary labor involved in receiving the Warehoused
Goods at the Space, placing the Warehoused Goods into storage in the Space (if
applicable), and returning Warehoused Goods to the loading door or dock of the
Space for pick-up by the Customer or its carrier. Unless otherwise agreed in
writing, Customer shall be solely liable for all shipping, packaging, cargo
insurance, and other charges, as well as any demurrage and/or detention charges
incurred in connection with loading, unloading, packaging, receipt, and/or
delivery of the Warehoused Goods. Customer shall reimburse Seller on demand for
all other costs incurred by Seller in connection with performing the
Warehousing Services, including non-routine labor and other special services
(i.e., other than ordinary handling and storage) at Seller’s then prevailing
rates, which shall include reasonable overhead and profit.
(c)
Warehousing Services Warranties; Disclaimer and Exclusive Remedies. Seller warrants that it will perform the Warehousing
Services with a reasonable degree of care. Claims for breach of such warranty
must be submitted to Seller in writing, along with photographs and other reasonable
supporting documentation, no more than three (3) business days after Customer
first becomes aware or first reasonably should have become aware of such claim,
but in no event more than ten (10) calendar days after the conclusion of the
Warehousing Service(s) at issue. Seller’s good faith determination of the
validity of any such warranty claim shall control and Customer shall comply
with Seller’s instructions regarding the use, return, and/or disposal of any
such Warehoused Goods as part of the warranty process. EXCEPT AS EXPRESSLY
PROVIDED IN THIS SUBSECTION IMMEDIATELY ABOVE, SELLER MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, RESPECTING WAREHOUSED GOODS OR WAREHOUSING SERVICES, AND
SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY USAGE OF TRADE,
OR COURSE OF DEALING OR PERFORMANCE. CUSTOMER’S EXCLUSIVE REMEDIES FOR BREACH
OF SUCH LIMITED WARRANTY ARE REPAIR OR REPLACEMENT OF THE WAREHOUSED GOOD(S),
CORRECTION OR RE-PERFORMANCE OF THE WAREHOUSING SERVICE(S), OR REFUND OR CREDIT
FOR THE ORIGINAL PURCHASE PRICE PAID BY CUSTOMER TO SELLER FOR THE WAREHOUSED
GOOD(S) AND/OR WAREHOUSING SERVICE(S) AT ISSUE, AT SELLER’S OPTION.
(d) Title and Risk of Loss; Care, Custody, and
Control. Title to and ownership of
the Warehoused Goods shall, as between Customer and Seller, remain exclusively
with Customer. Except to the extent of Seller’s limited warranty and exclusive
remedy obligations, Customer is solely responsible for all risk and actual loss
of, damage to, or destruction of the Warehoused Goods. Care, custody, and
control over the Warehoused Goods shall at all times, as between Customer and
Seller, remain exclusively with Customer, except that Seller shall be deemed to
have care and custody solely when and to the extent the Warehoused Goods are in
Seller’s physical possession in the Space for purposes of the Warehousing
Services, in which case Seller’s obligations are limited to the fulfillment of
its limited warranty and exclusive remedy obligations. For the avoidance of
doubt, and notwithstanding anything herein to the contrary, Customer is solely
responsible and shall release, defend, and indemnify Seller, its affiliates,
and its/their employees, agents, officers, directors, and insurers from and
against all loss of, damage to, or destruction or costs of or resulting from
the Warehoused Goods in connection with any latent defects in the Warehoused
Goods or any event or occurrence outside of Seller’s reasonable control,
including, but not limited to, as a result of theft, vandalism, riot, pandemic,
flood, fire, earthquake, hurricane, war, tornado, major storm, government
takings, or other “force majeure” events or occurrences.
(e)
Relocation of Warehoused Goods.
Customer shall be responsible for ensuring that the Warehoused Goods are
safely and securely loaded and transported away from the Space on or before the
termination or expiration of the Warehousing Services at issue. Except in the event of an emergency or
Customer’s failure to load and transport away all Warehoused Goods on or before
termination or expiration of Warehousing Services at issue, Seller will not
relocate the Warehoused Goods away from the Space without the Customer’s
consent, which consent shall not be unreasonably withheld, conditioned, or
delayed. If Seller relocates the Warehoused Goods to a location other than the
Space due to emergency or Customer’s failure to load and transport such
Warehoused Goods away on or before the termination or expiration of the applicable
Warehousing Services, all risk of loss shall immediately transfer back to
Customer, including during such relocation, and all costs and expenses related thereto,
including, but not limited to, packaging and transportation costs, cargo
insurance, additional storage costs, legal fees and court costs, plus
reasonable overhead and profit, shall be immediately reimbursed to Seller by
Customer on demand.
(f)
Insurance Requirements for Warehoused Goods. Customer is solely responsible for insuring
the Warehoused Goods, at all times, including, without limitation, while in the
Space and through and including handling, packaging, loading, unloading, and
transport to and from all locations. Customer and its insurers shall waive all
rights of subrogation and recovery against Seller and its affiliates and its
and their insurers, officers, directors, and employees with respect to the
Warehoused Goods. At a minimum, Customer,
at its sole cost, shall procure and maintain throughout the duration of the
Warehousing Services, and for at least three (3) years thereafter, the
following types and amounts of insurance:
(1) Commercial General Liability Insurance on an occurrence basis, with
coverage for premises liability, personal and advertising injury, products and
completed operations, bodily injury, property damage and contractual liability,
in limits of at least $2,000,000 per occurrence; (2) Worker’s Compensation
& Employer’s Liability (stop gap) Insurance as required by statute and with
benefits in all states in which Warehousing Services are performed; (3) Auto
Liability Insurance for Customer’s
owned, leased, hired or non-owned vehicles with a combined single limit of at
least $1,000,000 for any one loss; (4) Umbrella Liability Insurance with limits
of at least $3,000,000 per occurrence and coverage to apply in excess of
underlying Commercial General and Auto Liability policies; and (5) All-Risk
Property Insurance at no less than full replacement cost for all Warehoused
Goods and all of Customer’s real and other personal property, machinery,
equipment, fixtures and any other property owned or leased by Customer and in
any way related to the Warehousing Services and/or Warehoused Goods. Such policy shall be on an “all-risks” basis
(i.e., providing coverage for all-risks, including, but not limited to, fire,
theft, flood, water damage, etc.), endorsed to name Seller and its parent and
affiliates and each of their officers, directors, and employees as additional
insureds, and endorsed to provide a Waiver of Subrogation in favor of Seller
and its parents and affiliates and each of their insurers, officers, directors,
and employees. All insurance required to
be maintained in this subsection shall be written with insurers having A.M.
Best Ratings of A- VII or better and Customer shall be solely responsible for
all premiums, deductibles, and self-insured retentions.
14. Intellectual
Property.
Customer shall have no right, title, or interest in, to, or under Seller’s
trademarks, tradenames, patents, copyrights, domain names, trade dress, product
names, catalogs, or other intellectual property rights, or to any such
intellectual property rights of the manufacturers or sub-suppliers of products
provided by or on behalf of Seller pursuant hereto.
15. Independent
Contractor.
The status of Seller and its personnel and any subcontractors is and will be
that of independent contractors, and no such personnel or subcontractors will,
at any time or for any purpose, be deemed Customer’s employees or agents.
16. Security Interest. Customer hereby
grants Seller a first priority purchase money security interest and/or chattel
mortgage in the products and any accounts receivable, cash, or other proceeds
resulting from insurance or the resale thereof until full and final payment is
made to Seller. Customer shall file, and it hereby permits and authorized
Seller to file, all financing statements and other applicable documentation
necessary to perfect, confirm and continue the validity, priority and
enforceability of such liens and/or security interests. Customer further
authorizes Seller to notify any creditor asserting a security interest in
Customer’s assets that Seller has been granted a purchase money security
interest and/or chattel mortgage in the products.
17. Assignment. Customer shall
not assign any order, or interest therein, without Seller’s express prior
written authorization. Actual or attempted assignment without Seller’s prior
written consent shall be void and unenforceable and shall entitle Seller to
cancel such order upon notice to Customer.
18. Third Parties. These T&Cs
are solely for the benefit of Customer and Seller and no other person or party
is conferred any rights, benefits or claims.
19. Severability. If any term,
provision, or subsection in these T&Cs is to any extent found illegal, invalid
or unenforceable, the same shall be excluded to the extent of such illegality, invalidity
or unenforceability and all other terms, provisions, and subsections hereof
shall remain in full force and effect. To the extent permitted and possible,
the illegal, invalid or unenforceable term, provision, or subsection shall be
deemed replaced by one that is legal, valid, and enforceable and that comes
closest to expressing the intent of such illegal, invalid, or unenforceable
term, provision, or subsection. If such replacement is not permitted and
possible, the illegal, invalid, or unenforceable term, provision, or subsection
shall be severed from these T&Cs and the remainder of these T&Cs shall
be valid and fully enforced as written.
20. Entire Agreement. These
T&Cs, together with the Credit Application (if any), and the commercial and
technical terms of Seller’s forms, acknowledgements, quotations and invoices,
constitute the entire and exclusive agreement between Seller and Customer, with
any conflict therein being resolved in favor of the terms and conditions that
are more onerous on the Customer, as determined by Seller in its sole
discretion. All typographical or clerical errors made in these T&Cs or by
Seller in any quotation, acknowledgement, or publication are subject to
correction by Seller, in its sole discretion.
Use of this website is offered to you on your acceptance of these Terms of Use, our Privacy Policy, and any additional terms and conditions set forth on this Web Site. If you do not agree to be bound by and comply with all of the foregoing, you may not access or use the information or services in this Web Site. If you do not agree to any additional specific terms which apply to particular Content (as defined below) or to particular transactions concluded through this Web Site, then you should NOT use the part of the Web Site which contains such Content or through which such transactions may be concluded and you should not use such Content or conclude such transactions. In addition, as a condition of your use of this Web Site, you represent and warrant to Crawford Electric Supply Company that you will not use this Web Site for any purpose that is unlawful, immoral or prohibited by these Terms of Use. You represent and warrant that you possess the legal right and authority to agree to these Terms of Use on your behalf and that you are at least eighteen (18) years old. As used in these Terms of Use, the term “you” refers to you individually, and if applicable, your employer or such other entity on whose behalf you may access this Web Site.
These Terms of Use may be amended by Crawford Electric Supply Company at any time. Such amended Terms of Use shall be effective upon posting on this Web Site. You agree to review the Terms of Use published on this Web Site regularly to ensure that you are aware of all terms governing your use of this Web Site. Crawford Electric Supply Company reserves the right, at its sole discretion, to modify, disable, restrict access, or discontinue, temporarily or permanently, any part or all of this website or any information contained thereon without liability or notice to you.
Other Sonepar web sites may have their own terms of use which apply to such web sites.
Separate terms and conditions may apply to specific content, products, materials, services or information contained on or available through this Web Site (the "Content") or transactions concluded through this Web Site, including, but not limited to our standard terms and conditions of sale and terms and conditions of purchase. Such terms may be in addition to these Terms of Use or, where and then only to the extent the content or intent of such specific terms is inconsistent with the terms contained in these Terms of Use, such specific terms will supersede these Terms of Use.
Crawford Electric Supply Company endeavors to provide current and accurate information on the Web Site. However, misprints, errors, inaccuracies, omissions (including incorrect specifications for products) or other errors may sometimes occur. You should independently evaluate the accuracy of the information and the usefulness for your particular needs of any product or service available through the Web Site. Crawford Electric Supply Company cannot guarantee that products and services advertised on the Web Site will be available when ordered or thereafter. Specifications for products and services are subject to change without notice, and Crawford Electric Supply Company reserves the right to make changes to processing, materials or configuration without notice. Crawford Electric Supply Company does not warrant that the content of the Website including, without limitation, product descriptions or photographs, is accurate or complete.
Crawford Electric Supply Company reserves the right to reject any order you place with us, and/or or to limit quantities on any order, without giving any reason. If we reject your order, we will generally attempt to notify you using the e-mail address you gave us when you placed the order, although we make no guarantee to do so. If your credit card has been charged for the purchase and your order is cancelled by Crawford Electric Supply Company, Crawford Electric Supply Company shall issue a credit to your credit card.
Although care has been taken to ensure the accuracy of the information on this Web Site, Crawford Electric Supply Company assumes no responsibility therefore ALL CONTENT IS PROVIDED "AS IS" AND "AS AVAILABLE". CRAWFORD ELECTRIC SUPPLY COMPANY HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF THIS WEB SITE OR THE CONTENT. CRAWFORD ELECTRIC SUPPLY COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THIS WEB SITE. YOUR USE OF THIS WEB SITE IS AT YOUR OWN RISK YOU ACKNOWLEDGE ANY INFORMATION SENT MAY BE INTERCEPTED. CRAWFORD ELECTRIC SUPPLY COMPANY DOES NOT WARRANT THAT THE WEB SITE OR THE SERVERS WHICH MAKE THIS WEB SITE AVAILABLE OR ELECTRONIC COMMUNICATIONS SENT BY CRAWFORD ELECTRIC SUPPLY COMPANY ARE FREE FROM VIRUSES OR ANY OTHER HARMFUL ELEMENTS.
IN NO EVENT SHALL CRAWFORD ELECTRIC SUPPLY COMPANY , ITS PARENT COMPANY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, CONTRACT, REVENUE, DATA, INFORMATION OR BUSINESS INTERRUPTION) RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THIS WEB SITE OR THE CONTENT, EVEN IF CRAWFORD ELECTRIC SUPPL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY ACTION BROUGHT AGAINST CRAWFORD ELECTRIC SUPPL PERTAINING TO OR IN CONNECTION WITH THIS WEB SITE MUST BE COMMENCED AND NOTIFIED TO CRAWFORD ELECTRIC SUPPLY IN WRITING WITHIN ONE (1) YEAR AFTER THE DATE THE CAUSE FOR ACTION AROSE.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS CRAWFORD ELECTRIC SUPPLY, LLC, AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, OBLIGATIONS, DAMAGES, DEFICIENCIES, EXPENSES, ACTIONS, SUITS, PROCEEDINGS, DEMANDS, ASSESSMENTS AND/OR JUDGMENTS, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARE CAUSED BY, OR RESULT OR ARISE FROM (I) YOUR USE OF THE SITE; (II) ANY BREACH BY YOU OF ANY OF THESE SITE TERMS; (III) COMMUNICATIONS BETWEEN YOU, OTHER USERS, AND/OR OTHER THIRD PARTIES; AND (IV) INTELLECTUAL PROPERTY INFRINGEMENT VIOLATIONS AND VIOLATION OF LAWS BY YOU.
This Web Site may provide links to other web sites that are not under the control of Crawford Electric Supply Company. Crawford Electric Supply Company shall not be responsible in any way for the content of such other web sites. Crawford Electric Supply Company provides such links only as a convenience to the user of this Web Site, and the inclusion of any link to any such web sites does not imply endorsement by Crawford Electric Supply Company of the content of such web sites or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does Crawford Electric Supply Company's inclusion of the links imply that Crawford Electric Supply Company is authorized to use any trade name, trademark, logo, legal or official seal or copyrighted symbol that may be reflected in the linked web site. You may not link to this Web Site without Crawford Electric Supply Company’s prior written permission. Anyone linking to this Web Site must comply with all applicable laws and other requirements of Crawford Electric Supply Company for linking to this Web Site.
Unless otherwise explicitly stated, copyright and all other proprietary rights in the Content (including but not limited to software, audio, video, text and photographs) rests with Sonepar USA or any of its affiliates or their licensees, irrespective of whether a copyright symbol or statement is present. There are a number of proprietary logos, service marks, trademarks, slogans and product designations found on this Site. By making them available on this Site, Sonepar USA or any of its affiliates are not granting you a license to use in any fashion. Access to this Site does not confer upon you a license under any of Sonepar's USA or any of its affiliates or any third party's intellectual property rights. Except as otherwise provided, the Content published on this Web Site may be reproduced or distributed in unmodified form for personal non-commercial use only. Any other use of the Content, including without limitation distribution, reproduction, modification, display or transmission without the prior written consent of Sonepar USA or any of its affiliates is strictly prohibited. All copyright and other proprietary notices shall be retained on all reproductions. Our policy is to comply with all intellectual property laws, and to act expeditiously upon receiving any notice of claimed infringement. If you believe that your work has been reproduced on this website in a manner that constitutes copyright infringement, please provide a notice of copyright infringement identifying the original copyrighted work and the portions of the Crawford Electric Supply Company site that is claimed to be infringing such copyright. Any material or information sent through or in connection with this Web Site by you ("User Materials") will be treated as non-confidential and non-proprietary, and immediately become the property of Crawford Electric Supply Company or any of its affiliates, subject to any privacy policies posted on this Web Site. Crawford Electric Supply Company may use such User Materials as it deems fit, anywhere in the world, without obligation for compensation, and free of any moral rights, intellectual property rights and/or other proprietary rights in or to such User Materials.
The Web Site may contain references to specific products and services that may not be (readily) available in a particular country. Any such reference does not imply or warrant that any such products or services shall be available at any time in any particular country. Please contact your local Crawford Electric Supply Company business contact for further information.
Software made available for downloading from or through this Web Site is licensed subject to the terms of the applicable license agreement. Except as set forth in the applicable license agreement, the software is made available for use by end users only and any further copying, reproduction or redistribution of the software is expressly prohibited. WARRANTIES, IF ANY, WITH RESPECT TO SUCH SOFTWARE SHALL ONLY APPLY AS EXPRESSLY SET FORTH IN THE APPLICABLE LICENSE AGREEMENT. CRAWFORD ELECTRIC SUPPLY COMPANY HEREBY EXPRESSLY DISCLAIMS ALL FURTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE.
The user agrees a) not to use this Web Site in any manner which could damage, disable, overburden or impair this Web Site; b) not to interfere with the security of, or otherwise abuse, this Web Site, or any services, system resources, accounts, servers or networks connected to or accessible through this Site or affiliated or linked sites; c) not to disrupt or interfere with any other person's use and enjoyment of this Site or affiliated or linked sites; d) not to upload, post or otherwise transmit on this Web Site any viruses or other harmful, disruptive or destructive files or computer programs; e) not to use any robot, spider or other automatic device, or manual process to monitor or copy the web pages or the content contained at this Site without written permission; f) not to use or attempt to use another's account, service or system without authorization from Crawford Electric Supply Company, or create or use a false identity on this Web Site; g) not to transmit on this Site spam, chain letters, junk mail or any other type of unsolicited mass e-mail; and h) not to attempt to obtain unauthorized access to this Site or portions of this Site which are restricted from general access. In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted to or for your account, and that you will comply with all applicable laws that relate to your use or activities on this Web Site.
Crawford Electric Supply Company may handle user information that you submit within the Web Site. While Crawford Electric Supply Company will make commercially reasonable efforts to protect your information, Crawford Electric Supply Company cannot and does not guarantee that any information you provide through this Web Site will not be intercepted by others and/or used for unauthorized purposes.
These Terms of Use shall be governed by and construed in accordance with the laws of the State of Texas, and the federal laws of the United States of America, without giving effect to conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within the State of Texas for any disputes arising from or related to the Site or these Terms of Use.
NOTE:THESE TERMS AND CONDITIONS APPLY WHEN WE BUY GOODS/SERVICES FROM YOU.
Appendix 1
Cyber Security Requirements
2.1 the Products shall not provide access to that service or capability using a default account/password;
the Products shall not provide access to that service or capability using a “Backdoor” account or password;
2.2 the Products shall not provide access to that service or capability using a “Backdoor” account or password;
2.3 the Products’ associated authentication and password change processes shall be implemented with an appropriately secure cryptographic level; and
2.4 Buyer shall be able to change any passwords supported by the Products.