Policies

TERMS AND CONDITIONS

The below terms and conditions (“Agreement”) are material to any transaction between the client listed (“Client”) in the attached proposal (“Proposal”) and Electrical Gear Dealer (“Dealer”) regarding the equipment (“Gear”) that Client desires Dealer to procure and deliver to Client. Dealer and Client may be referred to individually as a “Party” and collectively as the “Parties.”

PROCUREMENT

1. Dealer shall transfer and deliver to Client, and Client shall accept and pay for the Gear listed in the Proposal, as may be agreed upon by the Parties. The Gear covered by this Agreement are only those specifically identified within the Proposal. Additional goods and products may only be added to this Agreement by written statement identifying such additional Gear and signed by an authorized representative of the Dealer.
2. Orders are non-cancellable, non-returnable.

PAYMENT/UNAVAILABILITY

3. 50% of the total price in the attached Proposal shall be due and payable prior to Dealer attempting to procure any Gear on behalf of Client. The remaining 50% shall be due prior to shipping of the Gear. For clarity, if Dealer is not required to procure any Gear, then 100% of the total price shall be due and payable prior to shipping of the Gear.
4. The price for the Gear covered by this Agreement excludes all duties, export or custom charges, VAT charges, brokerage or other fees, for which costs Client shall be fully responsible. Client shall have no right of set-off or withholding, and no deduction of any amounts due from Client to Dealer shall be made without Dealer’s prior, express written approval.
5. Should the Client make payment to Dealer and the Gear becomes unavailable, the Client will have the option of getting a full refund or being able to apply the funds to other Gear. Should an alternate selection be available and be greater in cost than the originally scoped product then the Client can choose to pay the difference in cost between the originally selected Gear and the new alternative option.
6. Should payment be made by Dealer to a vendor and the vendor not provide the equipment then Dealer will be solely responsible. Dealer will either (at the Client’s choice) provide another similar product to the Client (to be mutually agreed upon by Dealer and the Client) or refund the funds to the Client.

SHIPPING

7. All equipment is sold F.O.B. – Dealer warehouse, freight prepaid. Ground transportation is included in the price.
8. Prior to delivery Client shall ensure that suitable storage space is available to store materials in a well- ventilated area protected from weather, moisture, soiling, extreme temperatures, humidity, and corrosive atmospheres. Gear shall be protected during delivery and storage and shall not exceed the manufacturer-stated storage requirements.  At a minimum, Parties shall store Gear indoors in clean, dry space with uniform temperature to prevent condensation.  In addition, the Parties shall protect electronics from all forms of electrical and magnetic energy that could reasonably cause damage.
9. Any shortages or damage must be reported immediately. Please document all details with photos and contact Dealer. Shipping damage should be reported to the freight carrier while still on location or as soon as possible thereafter.
10. Should a product arrive damaged or in a condition not suitable to the Client then the Client may notify Dealer, and Dealer shall meet and confer with Client with commercially reasonable promptness. After such meeting, Client and Dealer shall mutually agree whether:
11. Client will ship damaged Gear to Dealer and Dealer will replace only the damaged Gear and ship replacements to Client,
12. Client will ship the Gear back to Dealer and Dealer will cover the shipping costs and upon receipt of the item will offer a full refund to the Client for the amount paid by the Client for the initial purchase, or
13. Dealer shall provide Client with a credit for the purchase of replacement Gear.
14. Sometimes a claim can be made against the shipping company should the item be damaged in transit. Should this arise then Dealer will assist the Client in logistics and coordination associated with the claim. Any payments issued by the shipping company to Dealer will be paid to the Client in full.  Dealer will not be held liable or responsible in any way for damage incurred during shipping by a shipping company. Client shall give Dealer at least five (5) business days’ notice before Client desires to take possession of the Gear.
15. The Parties agree that any stated delivery dates are approximate and that delivery of any Gear ordered from Dealer under this Agreement may be delayed for a period of time sufficient to allow Dealer to acquire the Gear for Client. The Parties further agree that Dealer shall not be held liable to Client or any other party for any losses, damages, penalties, or expenses for any delay in delivery of the Gear. Notwithstanding any other terms contained in this Agreement, Dealer reserves the right to refuse, cancel, or delay any shipment to Client if any amounts due to Dealer from Client for any reason become past due, when payment for a shipment has not been arranged to Dealer’s reasonable satisfaction, or when Client has failed to perform any of its material obligations under this Agreement. Such refusal, cancellation, or delay of any shipment shall not be deemed a breach or default of this Agreement by the Dealer.
16. Dealer reserves the right to discontinue deliveries of any Gear if, in Dealer’s opinion, the manufacture, sale, or use of the Gear would infringe upon any U.S. patent, trademark, or design now or hereinafter issued, registered, or existing and under which Dealer is not licensed.

DISCLAIMERS

14. Dealer is not a consultant or electrical engineer regarding sourcing the correct combinations of Gear for Client’s specific needs. Dealer will not be held liable in any way should any provided Gear not be compatible with each other or other components the Client has on site. It is solely the responsibility of the Client to ensure that all items being ordered will fit their job’s specific needs. No returns will be accepted for items that the client is not able to use due to ordering incorrect Gear.
15. Dealer warrants that the Gear are as described in this Agreement, but no other express warranty is made with respect to the Gear. If any model or sample was shown Client, that model or sample was used merely to illustrate the general type and quality of the Gear and not to represent that the Gear would necessarily conform to the model or sample.
16. THE GEAR SOLD UNDER THIS AGREEMENT ARE PURCHASED BY THE CLIENT “AS IS” AND DEALER DOES NOT PROVIDE ANY WARRANTY FOR THE GEAR, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES THAT THE GEAR ARE OF MERCHANTABLE QUALITY OR THAT THE GEAR CAN BE USED FOR ANY PARTICULAR PURPOSE.
17. IN NO EVENT SHALL DEALER BE LIABLE UNDER THIS AGREEMENT TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF DEALER, AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE GEAR WITH RESPECT TO WHICH SUCH CLAIM IS MADE. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
18. Client acknowledges that it has not been induced by any statements or representations of any person with respect to the quality or condition of the Gear and that no such statements or representations have been made. The Client acknowledges that it has relied solely on the investigations, examinations, and inspections as the Client has chosen to make and that the Dealer has afforded the Client the opportunity for full and complete investigations, examinations, and inspections.
19. No agent, employee, or representative of Dealer has any authority to bind Dealer to any affirmation, representation, or warranty concerning the Gear sold under this Agreement. Unless an affirmation, representation, or warranty made by an agent, employee, or representative of Dealer is specifically and expressly included within this Agreement, it does not constitute a part of the basis of the bargain between the Parties and shall not in any manner be enforceable.

TERMINATION

20. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate automatically and without notice upon the occurrence of any of the following events, each of which shall be deemed to be an incurable breach of this Agreement by Client:
21. Client’s dissolution, termination of existence, insolvency, or bankruptcy;
22. the appointment of a receiver of any part of the property of Client;
23. an assignment for the benefit of creditors by Client;
24. the filing by Client of a petition in bankruptcy or under any insolvency laws or any laws related to the relief of debtors, readjustment of indebtedness or reorganization of Client;
25. Client’s failure to make repayment of its obligations for borrowed money; or
26. Client’s failure to comply with any law with respect to conduct related to this Agreement, or engaging in any practice with respect to the Gear determined to be illegal or an unfair trade practice.
27. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 U.S.C. §365.

MISCELLANEOUS

21. This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law of such state. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Tarrant County, Texas. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM, OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
22. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
23. The relationship of the Parties hereto is that of vendor and purchaser. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture or franchisor and franchisee relationship between the Parties or between one Party and the other Party’s employees or agents. Accordingly, Client shall not be empowered to bind Dealer in any way, to incur any liability, make any statements, representations, warranties, or commitments, or otherwise act on behalf of the Dealer. Each Party shall be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
24. Dealer shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accidents, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of the Dealer, for so long as such force majeure event is in effect and for a reasonable period thereafter. Dealer shall endeavor to provide Client with notice of the occurrence of such an event within five (5) business days of its occurrence.
25. Client may not assign this Agreement, either in whole or in part, nor delegate any performance hereunder, without the express, written consent of the Dealer, which consent shall be at Dealer’s sole and absolute discretion. Any assignment without such consent shall be null and void. Dealer may assign this Agreement upon written notice to Client.
26. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect. Notwithstanding the foregoing, if any of Section 2, Section 10, Section 16, Section 17, Section 23, Section 24, or Section 26 are found to be illegal, invalid, or unenforceable, then this Agreement shall be null and void and of no further effect, and the Parties only obligation shall be to return any funds or Gear to one another to return the other Party to its pre-Agreement state.
27. All notices or other communications required under this Agreement shall be deemed effective when received and made in writing by (a) email, (b) hand delivery, (c) registered mail, (d) certified mail, return receipt requested, or (e) overnight mail, addressed to the Party to be notified at the address contained within the Proposal or to such other address as such Party shall specify by like notice hereunder.
28. This Agreement is the entire agreement between the Parties with respect to the subject matter and supersedes any prior agreement or communications between the Parties hereto, whether written, oral, electronic, or otherwise. This Agreement may be modified only by a written amendment signed by authorized representatives of both Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter.
29. The Parties agree that it is in their best interest to resolve any dispute without litigation. Therefore, any Party who has a dispute under this Agreement must notify the other Party in writing of the nature of the dispute and the damages which the Party is seeking.  Either Party has a right to make reasonable requests for documentation to support the facts which are alleged by a Party.  If the Parties cannot resolve the dispute within thirty (30) days after the date of the written document notifying the Party of a dispute is received by such Party, then the dispute shall be referred to a mutually agreeable mediator.  If the Parties cannot agree to a mediator, then either Party may file a lawsuit.  Once the lawsuit is filed, the Parties agree that the Party that filed the lawsuit shall immediately request that the court appoint a mediator and the Parties shall attempt to resolve the dispute through the court appointed mediator.  In such a dispute, the prevailing Party shall be entitled to reasonable attorney’s fees and courts costs of litigation, including appellate and collection costs.

AGREEMENT CONSUMMATION

30. In the absence of signatures Client shall signify agreement to all terms and provisions within this Agreement by any partial or full payment of the total price listed in the Proposal, pursuant to Section 2 of this Agreement, after which this Agreement becomes binding on both Parties.
31. It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Party are authorized to execute such an Agreement. No further proof of authorization shall be required. This Agreement may be executed by facsimile and in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others.