PURCHASE TERMS AND CONDITIONS
- These Purchase Terms and Conditions (“Purchase Terms”) shall govern each and every purchase and sale of goods or services
from the Companies. Any defined terms used in these Purchase Terms but not defined herein, shall have the meaning given to such defined
terms in the Customer Account Application submitted by the Customer (the “Application”).
- A Company may provide goods that it does not directly manufacture (“Indirect Goods”). The availability of Indirect Goods does
not indicate an affiliation with or endorsement of any Indirect Goods or manufacturer of any Indirect Goods. Only the warranty, if any,
provided by the original manufacturer of any Indirect Goods shall apply. For all other goods that are not Indirect Goods, only the written
warranty made in a signed written agreement of such Company shall apply. EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION 2, THE COMPANIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING AS A RESULT OF
CUSTOM, USAGE IN TRADE, OR BY COURSE OF DEALING WITH RESPECT TO ANY GOODS.
- The price of goods or services offered by a Company may not include delivery. If the price offered is not a delivered price, a
separate delivery fee will be charged on the invoice. The price of goods or services does not include sales tax or any governmental
assessments or fees that may apply. Unless the Customer is otherwise exempt, sales tax and governmental assessments or fees that may
apply will be charged as a separate line item on the invoice. The Companies may charge, as a separate fee, a diesel fuel surcharge based on
the average cost of diesel fuel. The Customer’s acknowledgement of a delivery of goods shall be indication that Customer has accepted the
goods and agreed to pay the full amount of the invoice for the goods.
- The Customer acknowledges that the sale of goods or services may be done by electronic transactions. In the event of an
electronic transaction, the Customer agrees to the electronic storage of its signature given at the point of sale or the time of delivery and
agrees to the later use of such signature on an itemized invoice or other document evidencing the transaction. The Customer agrees that the
itemized invoice or other documents evidencing the transaction, although presented in a different format than the document received at the
point of sale or time of delivery, memorializes the order and acceptance of goods from a Company by the Customer pursuant to these
Purchase Terms and the terms of the Application.
- Any claims for damaged, undelivered or non-conforming goods are waived unless the Customer makes such claim and is issued a
credit at the time of delivery and prior to the Company’s delivery driver leaving the delivery location. In the event of a Key Drop delivery
by a Company, any claims for damaged, undelivered or non-conforming goods must be made no later than 3:00 p.m. (local time) the day
after delivery. A “Key Drop” is a delivery made by a Company during the Customer’s non-business hours. If any goods or services are
defective, the Customer’s sole and exclusive remedy shall be limited to replacement of the defective goods or services, or a refund of the
purchase price, plus applicable taxes, of any such goods or services.
- A Company may assign and/or sell any accounts receivable or indebtedness owed by the Customer and, in the event of such
assignment and/or sale (or any subsequent assignment or sale) any claims, defenses, and counterclaims of every kind and description that
the Customer has against the Company is waived as to any transferee, assignee or pledgee. Further, the Customer waives any request for
demand for payment, notice of non‐payment, presentment, notice of dishonor, protests, notice of protest or any other notice or demand in
connection with any account opened with a Company.
- The Companies are not liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, including,
but not limited to, attorneys’ fees, lost profits or revenues or diminution in value, regardless of: (a) whether such damages were
foreseeable, (b) whether or not the Companies were advised of the possibility of such damages, and (c) the legal or equitable theory
(contract, tort, or otherwise) upon which the claim is based.
- If the Customer is a franchisee or member of a group purchasing organization (each, an “Organization”) and the Customer is
purchasing from a Company under a written agreement between a Company and the Organization, then the Customer agrees to abide by
and accepts all terms of such agreement as modified, amended or superseded from time to time.
- Any information or data accumulated by the Companies with respect to the goods or services supplied to the Customer
(“Purchasing Information”) is owned by the Companies. The Companies retain all right, title and interest in the Purchasing Information.
The Customer consents and authorizes the Companies to collect, process, use and share Purchasing Information for any lawful business
- All inventory of proprietary goods or goods special ordered (or manufactured) for the Customer or goods not normally stocked,
but brought into inventory to service the Customer, must be immediately purchased if the Customer ceases to use such goods or
discontinues doing business with the Company stocking the goods.
- The Customer agrees that all actions or proceedings arising out of or related to the goods or services provided by a Company shall
be litigated and subject to the venue of any court of proper jurisdiction that a Company selects in its service territory. The Customer
consents and submits to the personal jurisdiction of any such court. To the extent permitted by law, the Customer waives any right it may
have to change the venue of any litigation brought against the Customer and also WAIVES TRIAL BY JURY.
- In the event any provision of these Purchase Terms or the Application are held to be invalid, unenforceable or illegal, the other
provisions shall remain fully enforceable. These Purchase Terms and the terms of the Application may only be amended by a written
instrument signed by the Companies and the Customer.
- The parties have agreed that the Application, as well as any document or instrument relating to it, be drawn up in English only.