Terms & Conditions
How to Become a Carlin Sales Customer
TERMS AND CONDITIONS OF SALE
1. Governing Provisions.
These Terms and Conditions (the "Agreement") constitute an offer
by CARLIN SALES CORP. ("Seller") to provide the goods and/or
services described herein (the "Products") to the offeree ("Buyer"),
subject to the terms and conditions set forth herein. Buyer may not modify,
renounce or waive any term or condition or any of Seller's rights or remedies,
unless Seller consents in writing. Seller agrees to provide the Products
to Buyer only on the terms of this Agreement, notwithstanding any language
in Buyer's purchase order, if one exists, or other writing or oral representation
previously or hereafter received by Seller purporting to amend or replace
the terms of this Agreement with any different or additional terms or
reciting that provision or delivery of the Products or any other action
or inaction by Seller constitutes agreement or consent by Seller to such
amendment, modification or replacement. SELLER'S AGREEMENT TO
PROVIDE THE PRODUCTS IS EXPRESSLY LIMITED TO THESE TERMS AND CONDITIONS.
2. Acceptance.
Buyer shall be deemed to have made an unqualified acceptance of this offer
and it shall become the Agreement between the parties on the earliest
to occur of the following: (a) Seller's receipt of a copy signed by Buyer;
(b) Buyer's payment of any amounts due under this offer; (c) Seller's
delivery of the Products; or (d) any other event constituting acceptance
under applicable law. Seller reserves the right to accept or reject purchase
orders in its sole discretion.
3. Returns, Cancellation or Modification.
Buyer may not cancel or modify its order except upon terms accepted in
writing by Seller. In the event of such cancellation or modification,
Buyer shall compensate Seller for all resultant costs and damages. All
returns for credit must have the prior approval of our office and must
be made for valid reasons. The credit granted for such returns will be
based on the invoice value at the time of purchase and will be assessed
a 25% restocking charge, unless otherwise authorized. Proof of purchase
is required, and no returns will be considered 30 days after date of purchase.
Special order items may not be returned for any reason. The Product(s)
must be in the original packaging and must be in salable condition to
be accepted for return.
4. Price.
The prices specified on the form, and any applicable transportation charges,
may be changed without notice to Buyer. All prices and transportation
charges are based on the time the Products are shipped. Changes in pricing
from the time of quotation or order entry to shipment date will generally
reflect raw material price changes or cost changes beyond Seller's control.
Buyer shall be responsible for all taxes associated with the purchase
and sale of the Products, in addition to purchase prices.
5. Payment/Attorneys' Fees.
Payment shall be due as set forth on Seller's invoice. Buyer shall pay
a delinquency charge of 1-1/2% per month on any amount due and unpaid
more than 30 days from the date of the invoice billing such amount. This
is an annual percentage rate of 18%. Seller reserves the right to require
Buyer to pay for Products in advance, C.O.D., or by other means of secured
payment acceptable to Seller.
The parties hereby agree that this Agreement shall constitute
the Security Agreement required by the Uniform Commercial Code ("UCC")
of the appropriate state. Buyer hereby grants Seller a security interest
in the Products, wherever located, and all proceeds thereof, to secure
Buyer's payment in full for the Products. Buyer hereby authorizes Seller
to execute any UCC financing statement, or any other document necessary
or appropriate, to protect Seller's security interest.
If any legal action or threatened legal action is made or
brought by or against Seller regarding the subject matter of this Agreement
(including, but not limited to, collection actions against the Buyer)
and Seller prevails in whole or in part, Buyer shall reimburse Seller
for its reasonable attorneys' fees, costs and any other expenses incurred
in connection with the threatened legal action or legal action.
6. Delivery and Delay.
Seller shall deliver the Products to Buyer F.O.B. the location named by
Seller. For deliveries Seller agrees to make via Seller's own trucks,
Seller assumes the risk of damage to and loss of Products until delivery
to the named location. For deliveries via Buyer's or a third party's vehicles,
Buyer assumes the risk of damage to and loss of the Products from and
after the Products are made available at Seller's facility. Seller's shipment
policies regarding, among other things, charges based on size of shipment,
as in effect from time to time, shall apply to all deliveries. Seller
is not responsible for loading or transporting Product unless Seller expressly
agrees otherwise in writing. Delivery dates are approximate. Seller will
make every effort to meet its agreed upon shipment date. Seller shall
not, however, be liable to Buyer for any loss or damage due to delays
in delivery resulting from causes beyond Seller's reasonable control,
including, without limitation, delays in transportation, equipment breakdowns,
delays of suppliers, inabilities to obtain necessary labor, materials
or facilities and acts of God. Partial deliveries shall be permitted.
Buyer's exclusive remedy for such delays, and for Seller's inability to
deliver for any reason, shall be rescission of the affected order.
7. Disclaimer of Warranties
SELLER MAKES NO WARRANTIES REGARDING THE PRODUCTS. PRODUCTS ARE
SOLD AS IS. Seller shall, if reasonably practicable and permissible,
assign to Buyer any warranty a third party manufacturer may offer for
Products. However, CSC does not adopt, guarantee or represent that the
manufacturer will comply with the terms of any such warranty. SELLER'S
AGGREGATE LIABILITY SHALL BE LIMITED TO THE MONIES PAID TO SELLER HEREUNDER.
SELLER SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE OR RESPONSIBLE TO
BUYER, THE END USER, OR TO ANYONE CLAIMING UNDER EITHER OF THEM, FOR ANY
OTHER OBLIGATIONS OR LIABILITIES, INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS
OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE
OR OTHER TORT OR ANY THEORY OF STRICT LIABILITY, WITH RESPECT TO THE PRODUCTS
OR SELLER'S UNDERTAKINGS, ACTS OR OMISSIONS. IN NO EVENT SHALL SELLER
BE LIABLE FOR ANY INDIRECT, SPECIAL INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS.
SELLER HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILTY
AND FITNESS FOR A PAETICULAR PURPOSE. Any oral or written description
of the Products is for the sole purpose of identifying the Products and
shall not be construed as an express warranty. No further warranties may
be made or implied by any agent, representative, or employee of Seller
without the explicit written consent of an office of the Seller.
8. Governing Law.
The internal laws of the State of Wisconsin shall govern the rights and
obligations of Seller and Buyer under this Agreement. Any controversy
or claim arising out of or relating to this Agreement shall be determined
by binding arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association. The place of arbitration shall
be Milwaukee, Wisconsin. Judgment on any award rendered by the arbitrator(s)
may be entered by any court of competent jurisdiction. Buyer hereby irrevocably
submits to the jurisdiction of any state or federal court located in Wisconsin
for such purpose.
9. Miscellaneous.
Seller reserves the right to correct clerical or similar errors relating
to price or any other term shown in the Agreement. Invalidity or unenforceability
of any term or part of the Agreement shall not affect the validity or
enforceability of the remainder of the Agreement. Failure of either party
to insist, in any one or more instances, upon performance of any term,
covenant or condition of the Agreement shall not be construed as a waiver
or relinquishment of any right granted hereunder or the future performance
of such term, covenant or condition. Seller's rights under the Agreement
shall be in addition to any other rights Seller may have and shall not
prejudice any such right. Buyer shall not assign this Agreement or its
rights or obligations hereunder.
10. Entire Agreement.
THE TERMS AND CONDITIONS SET FORTH HEREIN CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PURCHASE OF THE PRODUCTS
AND SUPERCEDE ALL OTHER AGREEMENTS OR COMMUNICATIONS, WRITTEN OR ORAL,
WHICH MAY BE DEEMED TO BE INCONSISTENT WITH IT AND MAY NOT BE AMENDED
OR ALTERED EXCEPT BY A WRITING SIGNED BY SELLER.
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New
Customer Information Form(pdf download)
This form is required to establish an account with Carlin.
Credit
Account Application(pdf download)
Only required if a credit limit is requested. Many customers pay with
check or credit card.
Wisconsin
Resale and Tax Exempt Form For Wisconsin based businesses only.
Required to waive sales tax.
Illinois
Resale Form & Illinois
Tax Exempt Form are required for Illinois businesses only to waive
sales tax.
Indiana Tax Form
Iowa Sales Tax Exemption
Form
Michigan
Tax Form
Any customer who wants to purchase from us and who has a
facility in the states of Wisconsin, Illinois, Michigan or Indiana are
required to fill out the appropriate sales and use tax forms. If a customer
is located outside the states of Wisconsin,Illinois, Michigan or Indiana
they do not have to fill out the sales and use tax forms for those locations.
We only collect sales and use tax for items delivered in the states of
Wisconsin, Illinois, MIchigan and Indiana. The customer is responsible
for any sales and use tax for any product that is delivered outside the
states of Wisconsin, Illinois, Michigan and Indiana. Please consult your
tax advisor if you have any questions.
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