Upon issuance of a quotation by IEWC (“Seller”), Buyer may submit to IEWC a purchase order describing the goods and pricing set forth in IEWC’s quotation. Buyer’s Purchase Order may only be accepted by an authorized representative of IEWC and must be greater than or equal to USD $100.00. IEWC may refuse or reject a Purchase Order issued by Buyer in whole or in part for any reason, including but not limited to credit issues, volumes or destinations. Prices and other information shown in any IEWC publication (including product catalogs and brochures) are subject to change without notice and to confirmation by specific quotation. Such publications are not offers to sell and are provided only as a source of general information.
2. Formation of Agreement
If IEWC accepts the purchase order from Buyer, IEWC agrees to sell and Buyer agrees to purchase the goods described in the Purchase Order, subject to these General Terms and Conditions of Sale (“Terms”). IEWC will provide buyer with an order acknowledgement form upon acceptance of a Purchase Order from Buyer which incorporates or references these Terms. The Quotation, the Purchase Order, these Terms and IEWC’s Order Acknowledgement constitute the agreement between the Parties (the “Agreement”).
3. Rejection of Additional Terms
IEWC does not agree to any addition, alteration, or deletion by Buyer to these Terms. If Buyer responds to these Terms with a document which includes terms which differ from these Terms, the additional terms are deemed rejected and shall not become part of the Agreement between the parties unless agreed to in writing by IEWC.
4. Title to Goods and Shipping
IEWC will ship goods to the address and according to the shipping instructions provided by Buyer in a purchase order. Title and risk for the goods pass to Buyer FOB Seller unless previously agreed to in writing by IEWC. IEWC will use commercially reasonable efforts to ship the goods within the time frames requested by Buyer, but does not guarantee those time frames and will not be liable for any shipping delays. IEWC agrees to inform Buyer within a reasonable time period of the new estimated shipment date should there be a delay in shipment. For items on backorder, IEWC may ship whenever the product becomes available without any notice to Buyer.
5. Over/Under Runs
All length based products are subject to a quantity tolerance in which IEWC reserves the right to ship 10% over or under the quantity ordered.
6. Payment for Goods
Upon shipment of an order, Seller will issue to Buyer an invoice. IEWC will establish credit terms for each Buyer that will govern the term by which payment must be made to Seller. Said term will start from the date of the invoice. Buyer agrees to pay for each order in U.S. Dollars unless otherwise agreed to in writing by IEWC. Buyer agrees to pay invoices in full without right of offset. IEWC, at its option, may enter into discussions with the Buyer relative to the feasibility of rendering invoices electronically and receiving payment by electronic funds transfer. Past due invoices may be subject to monthly interest charges up to the limit permitted by applicable law.
7. Payment for Transportation & Taxes
In addition to the quoted price, Buyer agrees to pay all shipping charges using Buyer's selected shipping method plus all applicable sales, use, customs, excise, value added or similar taxes. For purposes of calculating sales tax, the destination to which the product is to be shipped shall govern.
On orders to be delivered outside the United States, Buyer is responsible for arranging delivery and payment of shipping charges, custom, duties, import and export fees, and taxes/VAT where applicable.
8. Impact of Failure to Pay Invoices
IEWC reserves the right to suspend its obligations to sell or deliver goods subject to any accepted purchase order, to reject future purchase orders and to cease further delivery of goods to Buyer in the event payment is not made when due. IEWC further reserves the right to change credit terms should Buyer’s credit record or payment history so warrant.
Order cancellations are subject to cancellation charges or restocking fees as deemed applicable by IEWC to cover all costs and expenses incurred prior to the cancellation of said order. Cancellation charges or restocking fees may include, but are not limited to, all costs and expenses incurred in producing or sourcing the goods (both completed and in process) and the cost of all items and special material procured for such an order. Cancellation charges may equal the actual selling price of the goods or the price to restock the goods. Made to order goods and special orders are not subject to changes or cancellation by the Buyer under any circumstance.
10. Acceptance of Goods; Returns
Buyer agrees to promptly inspect the goods upon receipt. Buyer has the obligation to advise Seller within thirty (30) business days of Buyer’s receipt, if it has received nonconforming goods and must state with particularity all material facts concerning the claim then known to Buyer. Failure by Buyer to give notice within such thirty (30) day period shall constitute an unqualified acceptance of such goods by Buyer.
IEWC warrants: (i) that it has clear title to the Goods delivered to Buyer, (ii) that to the best of its knowledge it is not selling any products that violate the intellectual property of a third party and (iii) that the goods delivered will meet the published specifications and/or order acknowledgement. Buyer's sole and exclusive remedy for a breach of this express limited warranty shall be to return the product to IEWC for replacement. If IEWC is unable to provide a replacement, in IEWC’s sole discretion, Buyer's alternate exclusive remedy is to receive a refund for the Goods.
12. Warranty Disclaimers
EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN PARAGRAPH 10, IEWC MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE GOODS WHICH ARE THE SUBJECT OF A PURCHASE ORDER ACCEPTED BY IEWC. IEWC EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE GOODS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, CUSTOM & USAGE IN THE TRADE, INTELLECTUAL PROPERTY INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability. Cap on Damages
UNDER NO CIRCUMSTANCES SHALL IEWC BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONTINGENT DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO GOODS SOLD BY IEWC, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IEWC SHALL HAVE NO LIABILITY FOR PROPERTY OR PERSONAL INJURY DAMAGES, PENALTIES, SPECIAL OR PUNITIVE DAMAGES, DAMAGE FOR LOST PROFITS OR REVENUES, LOSS OF USE OF GOODS, OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS, OR FOR CLAIMS OF BUYER’S CUSTOMERS OR ANY THIRD PARTY FOR ANY SUCH DAMAGES.
IN NO EVENT SHALL IEWC’S TOTAL LIABILITY TO BUYER ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED THE SUMS BUYER PAID TO IEWC FOR THE GOODS UNDER AN APPLICABLE PURCHASE AGREEMENT.
14. Force Majeure
IEWC will not be obligated to perform under this Agreement, and shall not be liable for any damages (including, but not limited to, consequential, incidental, indirect, punitive, contingent, or special damages for lost profits) if IEWC’s performance under the Agreement or any accepted Purchase Order is prevented, delayed, restricted or interfered with by strikes, work stoppages or other action by workmen, any act or omission by a governmental authority or by Buyer, insurrection or riot, war, terrorism, embargo, rail car shortage, wreck or delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities from usual sources under usual terms, breakdown in the manufacturing process, disruption in the supply chain, acts of God and/or nature, fires, floods, epidemics, quarantine restrictions or any other cause beyond the reasonable control of the IEWC, whether similar or dissimilar to any of the above causes. If such a delay occurs, the due date for performance will be extended as may be reasonably necessary to compensate for the delay.
15. Termination for Cause
IEWC has the right to cancel an accepted order for cause at any time by written notice to buyer.
If IEWC violates the terms of this agreement, Buyer is required to provide IEWC with written notice of the breach, detailing the alleged breach. IEWC shall have thirty (30) days from the date of the notice of default to cure the default. If IEWC does not cure the default within that thirty day cure period, Buyer may terminate the purchase order subject to this agreement.
16. Compliance with Laws
Buyer agrees that, to its knowledge, it is complying with all applicable import/export laws. Buyer is responsible for compliance with the export control rules and regulations, import/export laws, and all other applicable laws of any entity having jurisdiction over Buyer or the goods. Buyer shall not name IEWC as shipper or exporter of record in connection with the export of any goods purchased from IEWC.
IEWC’s waiver of any provision or right hereunder on one occasion shall not operate as a waiver of any provision or right under any future occasion.
18. Governing Law/Venue
The Buyer irrevocably consents that these Terms are governed by the laws of the State of Wisconsin, excluding any conflicts of law. The state and federal courts of Waukesha County, Wisconsin shall be the exclusive jurisdiction and venue for any actions brought pursuant to this agreement. The parties hereby expressly agree that the 1980 United Nations Convention on the International Sale of Goods shall not apply to transactions hereunder.
19. Dispute Resolution
The parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the parties or any of their respective subsidiaries, affiliates, and successors under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby. If the parties cannot resolve the Dispute within ten (10) business days after initial notice of the Dispute, the Dispute shall be submitted for resolution to the Judicial Arbitration and Mediation Services (“JAMS”), or its successor (“Mediation”) in Chicago, Illinois. Neither party shall seek, nor shall be entitled to seek, binding outside resolution of the Dispute unless and until the parties have been unable to amicably resolve the dispute as set forth in this Section, and then only in compliance with the procedures set forth in this Section.
Any notice or consent required or given shall be (i) in writing, (ii) in English, (iii) either personally delivered or sent by facsimile, email, or by first class airmail, and (iv) sent to the address of the receiving party as set forth in the purchase order or such other address as such party may from time-to-time designate by notice to the other party. All notices shall be effective (i) when delivered in person, (ii) upon confirmation of receipt when transmitted by facsimile transmission or by email; or (iii) three (3) days after mailing of the notice.
21. No Third Party Beneficiaries
This agreement does not and is not intended to confer any rights or remedies upon any person other than the Buyer and IEWC.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and this Agreement shall be interpreted to affect the original intent of the parties as closely as possible.
23. Entire Agreement
The Agreement constitutes the entire agreement between the parties with regard to their subject matter and supersede all related conversations or documents, as well as any prior agreements. Any terms and conditions of any purchase order or other document submitted in connection with this Agreement that is in addition to or conflicting with the terms herein are rejected by IEWC, will not be binding on IEWC, and will have no force or effect. This Agreement may not be amended, and IEWC expressly rejects all counteroffers from Buyer. Any modifications or amendments must be in writing and signed by IEWC.
This Agreement may be executed in one or more electronic counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement.
25. Construction Products Regulation (CPR)
IEWC has obtained Construction Products Regulation (CPR) certification for many products specifically designed for construction use in the European Union. For all such products, IEWC carries the Document of Performance (DOP) from the original manufacturer on file, and such document is available to any Buyer who may request it for their own records. In addition, all product packaging is marked and labeled per CPR standards including the manufacturer name, country of manufacture, DOP number, and CE mark. IEWC hereby certifies that such products, properly marked, meet the CPR standards per the original manufacturers’ certifications.