INDUSTRIAL SERVICE SOLUTIONS TERMS AND CONDITIONS
Please read these terms and conditions carefully. They contain important information concerning customer’s (“Customer”) legal rights, warranties, obligations and available dispute resolutions remedies. They also provide that if ISS is unable to resolve any matter to Customer’s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.
Except in those instances where ISS and a Customer enter into a separate written contract for the purchase of products providing for separate terms of sale, the following terms and conditions will apply. The term “Customer” includes Business Customers as well as individuals, and includes but is not limited to, government, institutional, and educational customers.
A. SALES POLICY FOR PRODUCTS
1. ORDER ACCEPTANCE BY ISS.
All orders received from Customer are subject to acceptance by ISS. Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by ISS. Terms and conditions on the Customer's order form at variance with terms and conditions stated herein are binding upon ISS only if specifically accepted by ISS in writing. Orders accepted by ISS cannot be cancelled by Customer except with ISS agreed consent and upon items that will indemnify ISS against loss.
2. PRICES.
Prices listed do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change at any time without notice. Unless otherwise stated, delivery and prices are F.O.B. origin, and prices do not include transportation charges. Written quotations shall be in effect for a period of thirty (30) days after the date quoted. Any other orders placed on the basis of such quotation during the thirty (30) days period will be invoiced at the quoted prices. All other orders will be billed at the current price in effect at the time of shipment. Market sensitive commodity products will be priced according to current market conditions. Customer should contact ISS or check online at ISS for current pricing. Export orders may be subject to other special pricing. ISS reserves the right to accept or reject any order.
3. TAXES.
ISS is required to charge and Customer is responsible for payment of all applicable U.S. federal, state, local tax, duties, and import fees on products, or for providing a valid exemption certificate. When placing an order, Customer shall indicate which products are tax exempt. The Customer shall pay ISS the amount of all governmental taxes, excises, and/or other charges (exempt taxes on or measured by net income) that ISS may be required to pay with respect to the production, sale, transportation of any goods or materials delivered hereunder, except where the law otherwise provides. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all taxes, fees, licenses, import duties, and expenses as may be applicable.
4. PAYMENT AND CREDIT TERMS.
ISS accepts Visa, MasterCard, American Express, PayPal, cash, checks, money orders, and wire transfer. For Customers with established ISS credit, payment terms shall be determined at the time of order. are net. ISS reserves the right to demand payment in advance of shipment, if, in ISS opinion, the credit or financial condition of Customer is, or is about to become, impaired. ISS reserves the right, among other remedies, either to terminate this Agreement or to suspend further deliveries upon failure of Customer to make any payment as herein provided. All payments must be made in U.S. dollars..
All credit extended by ISS and the limits of such credit, is at ISS sole discretion, and may be reduced or revoked by ISS at any time, for any reason. ISS 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. Export orders are subject to special export payment terms and conditions. ISS has the right of set-off and deduction for any sums owed by the Customer to ISS.
If the Customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with ISS credit terms, or fails to supply adequate assurance of full performance to ISS within a reasonable time after requested, ISS 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. If Customer fails to comply with these payment terms, ISS may, at its sole discretion, and without notice, immediately terminate any agreements it has with Customer. Upon such termination all amounts owed by Customer to ISS shall become immediately due and payable.
5. SHIPMENT.
Delivery dates as stated by ISS are estimates of approximate dates of delivery and not guaranties thereof as there are factors with the carrier beyond ISS control. If the product is damaged in transit, Customers should contact ISS for a resolution, and it will be determined if the recourse is to file a claim with the carrier.
6. CLAIMS AND RETURNS.
Customer's receipt of any goods or materials delivered hereunder shall be an unqualified acceptance of, and a waiver by Customer of any and all claims with respect to such goods or materials unless Customer gives ISS notice of claim with fifteen (15) days after such receipt. Customer assumes all risk and liability for the results obtained by the use of any goods or materials hereunder in manufacturing processes of Customer or in combination with other substances. No claim of any kind, whether as to goods or materials delivered or for non-delivery of goods of materials, and whether or not based on negligence, shall be greater in amount that the purchase price of the goods or materials in respect of which such claim is made. In no event shall ISS be liable for special, indirect or consequential damages, whether or not caused by or resulting from the negligence of ISS.
Please email [email protected] or call 888-979-5190. We will provide you with a Return Material Authorization (RMA) number, return shipping address, and if applicable, a restocking fee unless a replacement order is submitted. (All returns must include the RMA number, returns that are not properly marked with an RMA number may be delayed in processing. All returned products must be in original condition). For more information and specifics, please refer to our Return Policy. No good are returnable for any reason after 30 days of shipment.
SPECIAL ORDERS ARE NON-CANCELABLE AND NON-RETURNABLE. NO GOODS OR MATERIALS DELIVERED HEREUNDER SHALL BE RETURNED BY THE CUSTOMER FOR ANY REASON WITHOUT ISS PRIOR APPROVAL.
7. WARRANTY.
Customers should contact ISS if not satisfied with a product for any reason. For new product purchases, ISS will promptly provide an exchange or refund if the product is returned within 30 days of delivery, in its original packaging, in saleable condition and with proof of purchase from ISS. Before returning any product, the Customer must contact ISS either by email [email protected] or calling Customer Service at 888-979-5190. Proof of purchase is required in all cases.
All merchandise sold shall be subject to ISS standard warranty: ISS warrants that the goods or materials delivered meet ISS standard specification for the goods/materials or such other specifications as have been expressly made a part of this Agreement and that such goods or materials are adequately contained, packaged, labeled, and conform to the promises of affirmations of fact made on the container and/or applicable label.
ISS WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM ISS, UNLESS OTHERWISE STATED. PROVIDED THAT ISS ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, ISS MAY, AT ITS OPTION: (i) REPLACE OR (ii) REFUND THE AMOUNT PAID BY THE CUSTOMER. ISS REPLACEMENT OR REFUND OF AMOUNTS PAID BY THE CUSTOMER FOR THE PRODUCT, SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
ISS ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. ISS EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE.
ISS does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does ISS 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.
THE FOREGOING WARRANTIES ARE EXCLUSIVE, AND ARE IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL, OR IMPLIED) INCLUDING WARRANTY OF MERCHANTABILITY IN OTHER RESPECTS THAN EXPRESSLY SET FORTH ABOVE AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
8. FORCE MAJEURE.
ISS 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, acts of war, acts of terrorism (whether actual or threatened), sabotage, governmental decrees, controls, ordinances, rules or regulations, labor disruptions, disputes or shortages, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, 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 ISS in the conduct of its business whether valid or invalid (including, but not limited to, priorities, requisitions, allocations, and price adjustment restrictions), inability to obtain material, equipment or transportation, or any other similar or different contingency all or any portion of the quantity deliverable during such period, whereupon the total quantity deliverable under this Agreement shall be reduced by the quantity so omitted. If, due to any such occurrence, ISS is unable to supply the total demands for any goods or materials specified in this Agreement, ISS shall have the right to allocate its available supply among its Customers in a fair and equitable manner. In no event shall ISS be obligated to purchase goods or materials from others in order to enable it to deliver material to the Customer hereunder.
9. PATENT INFRINGEMENT.
Should the goods or materials furnished by ISS be of such a nature that the design therefor is supplied by Customer, or should the goods or materials be labeled or marked with a trademark or trade name requested by Customer, then the Customer agrees to defend ISS in any action, either civil or criminal brought against ISS by any third party for the infringement or misuse of any such patents or trademarks, and Customer further agrees to hold ISS harmless from any damage or loss resulting therefrom.
B. PRODUCT INFORMATION
1. CATALOG/WEBSITE INFORMATION.
ISS is a distributor of products. Information about the products in the ISS catalog or website is provided by the manufacturers and/or suppliers. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any ISS catalog, literature or websites does not constitute the right to purchase products. ISS reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the ISS catalogs and websites. ISS reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from ISS.
2. PRODUCT SUBSTITUTION.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published on the website.
3. SAFETY DATA SHEETS.
Safety Data Sheets (“SDS”) for OSHA defined hazardous substances are supplied by the manufacturers and/or suppliers. ISS 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 INFORMATION IN ANY SDS. CUSTOMER END USER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.
C. BUSINESS CONDITIONS
1. ELECTRONIC DATA INTERCHANGE.
If ISS and Customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, Customer agrees that it will not contest: (i) Any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. ISS and Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by ISS regarding EDI purchases made by the Customer shall be deemed to be conclusive.
2. THIRD PARTY PAYMENT PROVIDER.
If Customer elects to use a third party payment system provider (“Third Party Provider”) and ISS is charged fees by the Third Party Provider, ISS reserves the right to seek reimbursement from Customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
3. INTELLECTUAL PROPERTY.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved by ISS, or any IP owned by manufacturers and/or suppliers to ISS. All materials contained in ISS catalogs or on its websites are subject to the ownership rights of ISS and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of ISS or its manufacturers and/or suppliers without ISS permission.
4. INDEPENDENT ENTITIES.
ISS and Customer are independent entities 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 does not have the right to bind or otherwise obligate ISS in any manner, nor may Customer represent to anyone that it has the right to do so.
5. SOURCED PRODUCT.
ISS may procure product not available through ISS catalogs or available on ISS for a Customer 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 ISS and charged to Customer. Sourced Product may not be returned without a return goods authorization issued by ISS, and no cancellations, refunds or credits are allowed without ISS prior approval. ISS, at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE CUSTOMER'S SOLE REMEDY.
6. CUSTOM/SPECIAL PRODUCT.
ISS may offer products manufactured or assembled to Customers specifications (“Custom Product(s)”). ISS is not responsible for verifying or confirming the accuracy of specifications provided by Customer to ISS for Custom Products. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT 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.
7. CANCELLATION.
All product order cancellations, if not prohibited above, must be approved by ISS, and may be denied or subject to restocking fees and other charges.
8. 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.
9. SEVERABILITY.
If any portion of these terms and conditions is found to be invalid or unenforceable, 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.
10. MODIFICATION OF TERMS.
ISS 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 ISS acknowledgment, or from Customer’s acceptance of all or any part of the products ordered. No additions or modifications of ISS terms and conditions by Customer shall be binding upon ISS, unless agreed to in writing by an authorized representative of ISS. 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 ISS acknowledgment, ISS 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 ISS of any of the terms and conditions contained herein or in ISS acknowledgment.
11. COMPLETE AGREEMENT.
The terms and conditions in: (i) ISS 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 ISS.
12. AUTHORIZATION.
Customers represent that any person accepting these Terms of Sale on behalf of the Customer is authorized to do so and that all employees and representatives of the Customer who access ISS on behalf of the Customer or otherwise purchase products from ISS on behalf of Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from ISS on behalf of Customer. Customers hereby agree to indemnify and hold ISS harmless against any breach of this representation.