Ridgeland Supply Standard Terms and Conditions
Last Revised: 1/04/11
Sales Policy
Prices.
Prices quoted do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer contact a local sales representative for current pricing. Ridgeland reserves the right to accept or reject any order.
Sales Tax.
Customers are responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.
Payment and Credit Terms.
For customers with established Ridgeland credit, payment terms are net thirty (30) days from the date of shipment or pick-up. All credit extended by Ridgeland to customer, and the limits of such credit, is at Ridgeland’s sole discretion, and may be reduced or revoked by Ridgeland at any time, for any reason. Ridgeland reserves the right to charge a convenience fee for late payments. Ridgeland further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. All payments must be made in U.S. dollars. Ridgeland shall have the right of set-off and deduction for any sums owed by customer to Ridgeland.
If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Ridgeland’s credit terms, or fails to supply adequate assurance of full performance to Ridgeland within a reasonable time after requested by Ridgeland (such time as specified in Ridgeland’s request), Ridgeland may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from Ridgeland will be jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
Security Interest.
Customer hereby grants to Ridgeland a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Ridgeland. Customer agrees to file, or permit Ridgeland to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Ridgeland 's lien or security interest.
Freight Policy
Prices stated are F.O.B. origin, freight prepaid to destination specified in the order, unless specified otherwise. Ridgeland charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer's carrier, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.
Warranty Policy
LIMITED WARRANTY.
ALL PRODUCTS SOLD ARE WARRANTED BY RIDGELAND ONLY TO CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE. RIDGELAND WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM RIDGELAND, UNLESS OTHERWISE STATED. PROVIDED THAT RIDGELAND ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, RIDGELAND MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR
(iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE RIDGELAND AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY RIDGELAND, SHIPPING COSTS PREPAID. RIDGELAND’S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
WARRANTY DISCLAIMER.
NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE, IS MADE OR AUTHORIZED BY RIDGELAND. RIDGELAND DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. RIDGELAND EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PRODUCTS: (i) ARE MERCHANTABLE; (ii) FIT FOR A PARTICULAR PURPOSE; OR (iii) DO NOT AND WILL NOT INFRINGE UPON OTHER’S INTELLECTUAL PROPERTY RIGHTS.
RIDGELAND MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMERS IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT.
LIMITATION OF LIABILITY.
RIDGELAND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. RIDGELAND'S LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
Warranty Product Return.
Before returning any product, customer shall: (i) write or call the local Ridgeland office from which the product was purchased; provide the date, the original invoice number, the stock number, and a description of the defect. Proof of purchase is required in all cases.
Manufacturer’s Warranty.
For information on a specific manufacturer’s warranty, please contact the local Ridgeland office.
Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Ridgeland does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Ridgeland accept responsibility for construction, installation and/or use of a product. It is customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
Cross-Reference Information.
Product cross-reference comparisons do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for customer's intended use.
Product Information
Catalog/Website Information.
Ridgeland reserves the right to update publishing errors in its catalogs or any of its websites. Product depictions in the catalog or websites are for illustrative purposes only. Possession of, or access to, any Ridgeland literature or websites does not constitute the right to purchase products.
Product Substitution.
Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images.
Occupational Safety and Health Administration (“OSHA”) Hazardous Substance.
Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers. RIDGELAND MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.
General Terms
Ridgeland’s Performance of Services.
In conjunction with customer’s purchase of product, Ridgeland may perform certain services for customer on customer premises such as delivering, ordering, performing inventory management, or putting-away product (collectively, the “Services”). Customer will hold harmless and indemnify Ridgeland, its officers, directors, employees, agents, subcontractors or representatives from and against any and all claims, including bodily injury, death, or damage to personal property, and all other losses, liabilities, obligations, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent, incurred by Ridgeland related to the performance of Services for customer (including without limitation, settlement costs, attorneys’ fees, and any and all other expenses for defending any actions or threatened actions) arising out of, in whole or in part, any act or omission of customer, its employees, agents, subcontractors or representatives.
Independent Contractors.
Ridgeland and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer will not have the right to bind or otherwise obligate Ridgeland in any manner, nor will customer represent to anyone that it has the right to do so.
Sourced Product.
Ridgeland may procure product not available in stock from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by Ridgeland and charged to customer. Any charges for Other Freight Services are paid by customer. A returned goods authorization must be issued by Ridgeland prior to returning any Sourced Product. A restocking fee may apply for any returned Sourced Product. RIDGELAND’S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER’S SOLE REMEDY.
Custom Product.
Customer may order custom products (“Custom Product(s)”) created to customer’s specifications. Ridgeland is not responsible for verifying or confirming the accuracy of specifications provided by customer to Ridgeland for Custom Products. RIDGELAND’S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER’S SOLE REMEDY. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.
Cancellation.
All product order cancellations must be approved by Ridgeland, and may be subject to restocking fees and other charges.
Materials of Trade.
Customer represents that if it is purchasing products as its "materials of trade," as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of its business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by itself.
Force Majeure.
Ridgeland shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Ridgeland in the conduct of its business.
Assignment.
Customer shall not assign any order, or any interest therein, without the prior written consent of Ridgeland. Any actual or attempted assignment without Ridgeland’s prior written consent shall entitle Ridgeland to cancel such order upon notice to customer.
No Third Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Illinois, excluding its conflict of law rules, and venue shall either be in the state courts in Cook County, Illinois or the federal courts for the Northern District of Illinois.
Severability.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
Modification of Terms.
Ridgeland 's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from customer’s receipt of Ridgeland’s acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of Ridgeland r’s terms and conditions by customer shall be binding upon Ridgeland, unless agreed to in writing by an authorized representative of Ridgeland. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Ridgeland’s acknowledgment, Ridgeland 's fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by Ridgeland of any of the terms and conditions contained herein or in Ridgeland’s acknowledgment.
Complete Agreement.
The terms and conditions in: (i) Ridgeland 's forms; (ii) acknowledgments, (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Ridgeland.