Terms & Conditions
Terms of Conditions. All quotations and sales by Northeastern Supply, Inc. and/or any present or future parent, subsidiary, affiliate or business unit of Northeastern Supply, Inc. (collectively, “Seller”) to the Applicant, Guarantor(s) and/or any parent, subsidiary, affiliate or business unit of the Applicant (collectively, “Buyer”) are expressly conditioned upon Buyer’s acceptance of these Terms and Conditions of Sale (the “Terms”). These Terms, along with any terms and conditions identified in Seller’s quotation, invoice or sales ticket for specific goods (individually or collectively “goods”), which are incorporated by reference herein, reflect the complete agreement of Buyer and Seller with regard to the sale of goods by Seller to Buyer, and all prior proposals, agreements and understandings, oral or written, are superseded by these Terms. Modification or alteration of these Terms must be in writing and signed by an authorized representative of Buyer and Seller. Buyer’s acceptance of a quote or submitting an order shall be deemed acceptance by Buyer of these Terms. Seller reserves the right to refuse orders which may be submitted to it and will not be bound to fill any orders unless or until they have been accepted by Seller. Seller objects to additional or different terms and conditions in any Buyer purchase order, documentation or correspondence and those additional or different terms are of no force or effect.
Orders. Buyer specifically authorizes any of its employees and agents to order and purchase stocked and non-stocked goods under these Terms, pick up goods, and sign for, deliver and receive ordered goods and invoices and delivery tickets for said goods and agrees to be bound by these Terms. Seller will not accept an order for non-stocked goods without Buyer providing either a Purchase Order or providing the Job Name or Shop, as well as the name of Buyer’s authorized representative submitting the order. When non-stocked goods are ordered by Buyer the order is no longer subject to cancellation or changes without the Seller’s written consent and signed by an authorized representative of Buyer and Seller.
Order Changes. Any Buyer requested changes to an existing order occurring within 24 hours of Seller’s scheduled ship date may result in new scheduled ship date for that order. If, pursuant to Buyer written direction or request, any change is made in the goods to be furnished the agreed price will be equitably adjusted to reflect such change and the time for completion will be extended to the extent required to make such change. No change is binding on the parties unless mutually agreed in writing by the parties. These Terms are subject to revision and change by Seller without notice. The then current Terms and Conditions of Sale shall be applicable to an order at the time it is accepted by Seller.
Prices. Quoted prices are subject to change without notice, and all quotations expire and become invalid if Buyer does not accept them within 30 days from the date of issue. Price extensions when granted by Seller are for Buyer’s convenience only, and they, as well as any mathematical, stenographic or clerical errors, are not binding on Seller. Any claims by Buyer related to billing errors or adjustments shall be made in writing to Seller within ten (10) days from the invoice date or they are waived by Buyer. Any changes by Buyer in quantities, destination, schedule or installation may result in a price adjustment by Seller. Prices shown do not include any sales, excise, or other governmental tax or charge payable by Seller to Federal, State, or local authority. Any taxes now or later imposed upon sales will be added to the purchase price. Buyer will reimburse Seller for any such tax or provide Seller with an acceptable tax exemption certificate. Prices quoted with respect to a particular purchase of goods or installation of the goods, and any applicable transportation charges, shall apply only to that particular order of goods and/or installation and not subsequent orders and purchases.
Delivery of Goods. The goods shall be delivered to Buyer in the manner specified in the purchase order. Seller shall use reasonable efforts to deliver the goods to Buyer at the location date and time specified mutually agreed upon by Buyer and Seller and specified in writing. Partial deliveries of goods are permitted at Seller’s discretion. Seller does not guarantee planned delivery dates, but will use reasonable efforts to meet them. Delivery of goods to a construction site or any other location agreed to by Buyer constitutes delivery to Buyer regardless of whether Buyer or its agent is on site at the time of delivery.
Title and Risk of Loss. Prices and deliveries of goods are F.O.B. shipping point. Seller’s responsibility for the goods sold under these Terms ceases upon its issuance of Bill of Lading or upon delivery of goods to Buyer or a common carrier, whichever occurs first. Seller shall not be liable to Buyer for goods that are damaged or lost while in the possession of a common carrier, and Buyer is solely responsible for recovering any and all damage directly from the common carrier. Buyer hereby grants Seller a security interest in the goods sold by Seller to Buyer under these Terms and any proceeds thereof as security for Buyer’s obligation to Seller to pay the purchase price. This security interest shall commence upon the delivery of goods to Buyer, and shall terminate upon Buyer’s full payment of all amounts due Seller. Buyer authorizes Seller to file financing statements or other documents in Seller’s sole discretion to perfect this security interest along with other notices, and will assist Seller in taking any other action that Seller deems necessary in its sole discretion to perfect and protect Seller’s security interest.
Returns. Seller shall give no credit for goods returned by Buyer without Seller’s prior written authorization. All returns are subject to a restocking charge. Any returns for credit must be clean, unused and undamaged with original packaging and all original parts. No claims for shortage of goods or damage to goods shall be allowed unless Buyer, within five (5) days after receipt of shipment, gives Seller written notice of the claim for shortage or damage with a full description of the alleged shortage or damage. Return of non-stocked goods is not permitted.
Payment. Buyer shall pay Seller in full for all goods within thirty (30) days of the date of Seller’s invoice unless stated otherwise on the invoice. Payment shall be in the form of cash, check or wire transfer. Retainage shall not apply, and Buyer shall not hold back any retainage from Seller, even if retainage is part of any contract between Buyer and any other party. Payment is not contingent on Buyer’s ability to collect or obtain funds from any other party. Buyer consents to Seller’s presentment of and request for payment of any check or other payment order issued to Seller by Buyer by any commercially reasonable electronic means in accordance with applicable provision of the Uniform Commercial Code, and Buyer further authorizes any bank or other financial institution on which any such order is drawn or through which such order is payable to make payment pursuant to such order directly to Seller or for credit to Seller’s account by electronic funds transfer. If Buyer fails to make any payment to Seller when due, Buyer’s entire account(s) with Seller shall become immediately due and payable and Seller may suspend further performance under any order with Buyer. If any check tendered by Buyer in payment is dishonored upon presentment for payment, then Seller, in addition to all other rights and remedies contained herein, may assess a dishonor charge of Fifty Dollars ($50.00). Seller may repossess and remove any goods sold to Buyer where payment is outstanding, without notice or demand. Notwithstanding anything stated therein to the contrary, any lien waiver or release executed by Seller related to the goods sold under these Terms shall only be effective to the extent payment is received, paid by the drawee bank, and not avoidable as a bankruptcy preference. Seller may apply Buyer’s payment against any open charges within Seller’s sole discretion. Seller may exercise setoff or recoupment to apply to or satisfy Buyer’s outstanding debt. Buyer shall have no right of setoff hereunder, the same being expressly waived hereby. Buyer agrees to pay Seller on past due accounts a monthly interest charge equal to the maximum interest charge permitted to be charged by the law governing the account between Buyer and Seller. Buyer and Seller further agree that, where required by law to specify such rate, a rate of one and one-half percent (1.5%) per month shall apply. The interest shall continue to accrue after Seller receives a judgment against Buyer at the highest rate allowable by law then in effect. At no time will interest be charged at a rate higher than the maximum rate allowable by law in the State where suit is brought. Buyer agrees to pay Seller all costs and expenses of collection, suit, arbitration or other legal action, including attorneys and paralegal fees, incurred pre-suit, through trial, on appeal, or in any administrative proceedings, mediations or arbitrations brought as a result of the commercial relationship between them. In any jurisdiction where a stated rate is required, reasonable attorney’s fees shall be 15% of the outstanding balance.
Credit Terms. If Buyer shall become overdue on its account or otherwise defaults in any payment to Seller or if its financial condition shall at any time be deemed by Seller to be inadequate to warrant further shipment on an open account basis, Seller shall have the right, without liability, to refuse to accept any or all orders, to cancel any and all orders, to delay shipments to Buyer, or to require advance payment before accepting or shipping any orders.
Default. Seller shall not be considered in default in the performance of its obligations herein to the extent that performance of such is delayed or prevented due to causes beyond the control of said party, including, but not limited to, acts of God, war, revolution, civil commotion, blockade or embargo, any law, order, regulation, ordinance, of any government, fires, floods, unavoidable casualties, strikes, labor disputes, and other causes beyond the reasonable control of either party.
Seller’s Interpretation of Buyer’s Plans. Seller assumes no responsibility whatsoever for Seller’s interpretation of plans or specifications provided by Buyer. Any interpretation of plans or specifications provided by Buyer to Seller for the purpose of purchases or bids are for Buyer’s convenience only, and Seller shall have no liability for quantities or goods arising from those interpretations. Buyer shall rely solely on final approval of the plans or specifications by architects, engineers, or other third parties, and not on Seller’s interpretation.
Disclaimer of Warranties. As a distributor of goods manufactured by others, Seller extends to Buyer any and all assignable warranties from the manufacturer of the goods. Seller makes no warranties beyond those extended by the respective manufacturers. SELLER DISCLAIMS ANY AND ALL OTHER WARRANTIES WITH REGARD TO THE GOODS OR WORKMANSHIP, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, WORKMANSHIP, DESIGN, HABITABILITY OR NON-INFRINGEMENT OF ANY THIRD PARTY'S PROPRIETARY RIGHTS OR ANY WARANTIES ARISING BY OPERATION OF LAW, STATUTE OR OTHERWISE, OR IMPLIED BY INDUSTRY OR TRADE CUSTOM, COURSE OF DEALINGS BETWEEN THE PARTIES OR OTHERWISE. BUYER’S SOLE AND EXCLUSIVE WARRANTY FOR ANY GOODS OR WORKMANSHIP SOLD UNDER THESE TERMS IS ANY WARRANTY PROVIDED BY THE MANUFACTURER OF THE GOODS. SELLER’S LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, CLAIMS IN WARRANTY, CONTRACT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR CONNECTED WITH THESE TERMS IS EXPRESSLY LIMITED TO REPAIR OR REPLACEMENT OF NON-CONFORMING GOODS OR, AT SELLER’S SOLE OPTION, PAYMENT NOT TO EXCEED THE PURCHASE PRICE OF THE GOODS FOR WHICH DAMAGES ARE CLAIMED. SELLER SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, LIQUIDATED, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE. SELLER’S LIABILITY, IF ANY, SHALL BE LIMITED TO THE NET SALES PRICE ACTUALLY RECEIVED BY SELLER FOR THE GOODS OF WORKMANSHIP. ALL CLAIMS BY BUYER AGAINST SELLER MUST BE BROUGHT WITHIN ONE YEAR OF DELIVERY OF THE GOODS TO BUYER OR INSTALLATION OF THE GOODS, WHICHEVER OCCURS FIRST, OR THEY SHALL BE DEEMED WAIVED.
Indemnification. Buyer agrees to indemnify, defend and hold harmless Seller and its officers, directors, employees and agents from any claim, demand, loss, costs (including attorneys’ fees) or damage incurred or sustained by Seller arising from or related to Buyer’s use or resale of the goods sold by Seller to Buyer, any negligent, intentional or tortious act or omission of Buyer or Buyer’s failure to comply with these Terms. This indemnification shall not apply to losses, damages or liabilities expressly assumed by Seller under these Terms or to those damages for property damage or personal injury arising from the Seller’s sole negligence.
State Law. These Terms shall be governed in all respects by the laws of the State of Maryland and all actions commenced pursuant hereto shall be brought in a court of competent jurisdiction residing in the State of Maryland. SELLER AND BUYER EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION BROUGHT IN CONNECTION WITH THESE TERMS.
Miscellaneous. Buyer agrees that Seller retains all rights to claim a mechanic’s and/or materialman’s lien as allowed by the law of the State where the goods were delivered, consumed, or used. Buyer may not assign or transfer or delegate its rights or obligation (by law or otherwise) without Seller’s prior written consent. A party’s waiver of right under one provision of these Terms shall not constitute a waiver of any other provision or a subsequent waiver of the same provision.
Disclosure of Information. Any information, suggestions, or ideas transmitted by Buyer to Seller in connection with the performance hereunder shall not be deemed a secret or confidential or submitted in confidence to Seller, except as may be specifically agreed to in writing by Seller.
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Last updated December 14, 2021.