Sales Terms & Conditions
Written proposals or quotations are firm for 90 days from date of issue, unless otherwise provided for in writing. Quotations are subject to re-negotiation if quantity, option, accessory or any other condition is changed from the original quotation.Unless otherwise indicated, proposal and quotation prices do not include freight, tax or other government charges, all of which shall be the responsibility of Buyer.
2. PLAN APPROVAL
All items quoted are subject to approval, in accordance with plans and specifications, not including any addenda unless otherwise stated. Facility Solutions Group requires one (1) set of submittals that are marked approved by the engineer or specifying authority to be sent to our office before any order will be released for shipment. In the case of Buyer agreements where prototypical bid documents represent the general configuration for multiple locations, one set of approval drawings will be submitted for approval each calendar year. Specific changes to the prototype will be addressed with individual approval drawing submissions, negating the requirement for the full approval process.
3. ACCEPTANCE OF ORDER, TERMINATION
Acceptance of any order is subject to credit approval and acceptance of order by Facility Solutions Group and, when applicable, Facility Solutions Group’s suppliers. If credit of the buyer of the goods (“Buyer”) becomes unsatisfactory to Facility Solutions Group, Facility Solutions Group reserves the right to terminate upon notice to Buyer and without liability to Facility Solutions Group.
4. SPECIAL ORDERS
Orders for special, made-to-order product cannot be cancelled nor returned and Facility Solutions Group may require upfront full or partial payment for such products.
All shipments are FOB Manufacturers factory. Acceptance of delivery from Facility Solutions Group constitutes acceptance of Facility Solutions Group terms and conditions.
6. SHIPPING DATES
Manufacturers will do their utmost to meet client’s delivery requirements and manufacture product with the acknowledged or requested shipping dates. Facility Solutions Group cannot be held liable for manufacturing delays or for delays in delivery. Facility Solutions Group will not accept penalty charges for such delays. Shipping dates are approximate and are based on conditions existing at the time of receipt of client’s account acceptance, purchase order, approved submittals, shop drawings and acceptance of order by the manufacturer.
7. SHIPPING CLAIMS
Subject to the security interest set forth in Section 8, title to the products and risk of loss of the products shall pass to Buyer upon delivery to a carrier or to Buyer’s truck (F.O.B. shipping point). Carrier routing will be at the discretion of the manufacturer unless the Buyer directs otherwise in writing and assumes additional charges for special routing. Buyer or its consignee must inspect merchandise upon receipt for any shortage, loss or damage and sign for any such discrepancies. Any such discrepancies must be reported to Facility Solutions Group within (2) business days after receipt so that Facility Solutions Group may file necessary claim forms to obtain proper credit to its client. To detect possible concealed damage, packages shall be opened and fully inspected and any damage reported to Facility Solutions Group within five (5) business days after receipt. Again, this is necessary so that we may file the claims to obtain proper credit. Buyer shall have no right of offset from outstanding invoices with respect to any claims made. Facility Solutions Group will not be held responsible for replacing product if not informed within the aforementioned timeframes of receipt by client of such damage or loss to product or if the manufacturer of such product denies any claim for damages.
8. FREIGHT CHARGES
All orders are plus freight and paid by the client, unless manufacturer terms prevail with freight terms prepaid by manufacturer. Quoted freight dollars are estimates only and are subject to be changed pending carrier’s final invoice. Expedited delivery, lift gate, pallet jacks, a.m. deliveries, etc. will result in additional charges.
9. DELAY IN DELIVERY
Facility Solutions Group is not accountable for delays in delivery occasioned by acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond Facility Solutions Group’s reasonable control. Factory shipment or delivery dates are the best estimates of our suppliers, and in no case shall Facility Solutions Group be liable for any consequential or special damages arising from any delay in shipment or delivery.
Prices shown do not include sales or other taxes imposed on the sale of goods. Taxes now or hereafter imposed upon sales or shipments will be added to the purchase price. Buyer agrees to reimburse Facility Solutions Group for any such tax, as permitted by local and state laws or provide Facility Solutions Group with acceptable tax exemption certificate.
Terms of payment are net 30 days. Whenever, for any reason, doubt as to Buyer’s financial responsibility develops, Facility Solutions Group may require cash payment in advance and/or other credit enhancements. Buyer grants to Facility Solutions Group a purchase money security interest in the products delivered pursuant hereto by Facility Solutions Group to secure payment of all amounts owing from client to Facility Solutions Group. Buyer agrees and irrevocably appoints Facility Solutions Group its agent to execute all such documents and instruments and to take such other action as may be necessary or reasonably required by Facility Solutions Group to perfect and otherwise protect Facility Solutions Group’s security interest hereunder. The forgoing agency is coupled with an interest hereunder and shall be irrevocable as long as client owes any amounts to Facility Solutions Group. Facility Solutions Group reserves the right to charge interest. The interest rate will be at the lesser of either 1.5% per month, or the maximum rate allowed by law if the Buyer is delinquent in payment of invoices.
12. DEFECTIVE PRODUCT
It is at the discretion of the manufacturer whether to repair, replace, or issue credit for any defective products. Any misuse or misapplication is not warranted. Replacement material for defectives will be furnished to the client as additional to the project and invoiced accordingly. Credit for returned defectives will be applied to the client only after the manufacturer has received and examined the material and only if and to the extent the manufacturer issues credit to Facility Solutions Group.
All returns are subject to and contingent upon individual manufacturer’s terms and conditions for returns. Returns will only be accepted if Facility Solutions Group issues a Return Goods Authorization (“RGA). Any request for a RGA must be made within 30 days of invoice date. RGA’s are active for 25 days. Material will not be accepted on expired RGA’s and credit will not be issued. Custom orders or modified standard product are not returnable. Returned merchandise must be in its original factory carton and in new and salable condition. Return freight is the responsibility of the Buyer. Freight claims on return material is the responsibility of the Buyer. Credit for merchandise is subject to inspection. Returns may be subject to a minimum 25% handling and restocking charge or more based on Manufacturer agreements.
Facility Solutions Group warrants that the products sold hereunder are of merchantable quality and that it can convey the title to the products free of any security interest or other lien subject to payment for such products. EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW Facility Solutions Group MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PRODUCTS OR THE USE THEREOF INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, Facility Solutions Group accepts no responsibility for voltage determination or finish requirements.
BUYER SHALL INDEMNIFY, REIMBURSE, DEFEND AND HOLD FACILITY SOLUTIONS GROUP HARMLESS FROM AND AGAINST ANY LOSSES, LIABILITIES, DAMAGES, DEFICIENCIES, COSTS OR EXPENSES (INCLUDING INTEREST, PENALTIES AND REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) FACILITY SOLUTIONS GROUP MAY INCUR AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE ANY PRODUCT SOLD HEREUNDER OR ANY USE OF SUCH PRODUCT.
16. MODIFICATION OF TERMS AND CONDITIONS
These terms and conditions supersede all other communications, negotiations, and prior oral or written statements regarding the subject matter of these terms and conditions. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon facility solutions group unless made in writing and signed on its behalf by a duly authorized representative of facility solutions group. No conditions, usage of trade, course of dealing or performance, understanding or agreement, purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Any proposed modifications or additional terms are specifically rejected and deemed a material alteration hereof. If buyer shall deem this document an acceptance of a prior offer, such acceptance is expressly conditional upon buyer’s assent to any additional or different terms set forth herein.
These Terms and Conditions shall be governed by the laws of the State of Texas without reference to its internal conflicts of laws principles. In the event that any one term or condition listed above should be deemed invalid, all other terms and conditions will remain valid and in full effect. Facility Solutions Group shall not be liable or obligated to the Buyer for its failure to perform hereunder if and to the extent that such failure to perform is beyond its reasonable control. These Terms and Conditions shall control in all respects concerning the purchase of products from Facility Solutions Group notwithstanding the printed terms and conditions stated in any purchase order, sales order, order acknowledgement or other form submitted in connection with the purchase of products. Each party hereby objects in advance to any printed terms and conditions set forth in any such sales order, purchase order, order acknowledgement or other form submitted in connection with the purchase of products to the extent inconsistent with the terms and conditions contained herein.
The failure of Facility Solutions Group to insist upon the performance of any of the terms or conditions of this agreement or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under this agreement.
Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Facility Solutions Group, and any such assignment, without such consent, shall be void.
20. MANUFACTURER TERMS AND CONDITONS
The manufacturer’s terms and conditions of material supplied by Facility Solutions Group to Buyer shall convey to Buyer.
Last updated July 9, 2016