Terms & Conditions of Sale
Last Revision Date: 5/3/2021
1. Customer's Acceptance of Terms
Customer, on the one hand, and SafeSmart LLC, a California limited liability company, and its affiliates, subsidiaries, successors, and assigns (collectively "SafeSmart"), on the other hand, expressly agree that all purchases made now and in the future from SafeSmart shall be subject to, in accordance with, and governed by, the terms and conditions in these Terms and Conditions of Sales otherwise agreed to in writing by an officer of SafeSmart. Additionally, if a sale is on credit terms, Customer further agrees to the terms and conditions found in SafeSmart's Credit Application and Sales Agreement. SafeSmart hereby objects to any terms or other conditions at variance with, different from or additional to those terms and conditions stated herein unless such terms and conditions are hereafter set forth in a writing signed by an officer of SafeSmart.
2. Quotations and Product Catalog
- Pricing for goods sold by SafeSmart shall be the price quoted in writing by SafeSmart with respect to a particular order; such quotations shall supersede conflicting pricing set forth in brochures or other published product information.
- Product Catalogs give guidance relating to the use and nature of the goods and a variety of applications; the ultimate and exclusive responsibility for correct selection of a product for a specific application lies solely with Customer.
- SafeSmart furnishes goods on the assumption that Customer fully understand the loadings, safety factors, physical parameters, and other factors relevant to selecting the correct goods for their intended application and use. SafeSmart highly recommends that the customer undertake suitable testing and research prior to use of goods sold by SafeSmart. Customer is solely responsible for the misapplication of any fastener or good; a misapplication may include, but is not limited to the following:
- Use beyond published load limits;
- Installation in a manner other than per manufacturer's instructions;
- Use in applications not published by SafeSmart; or
- Use without compliance with local/national code regulations.
- For design loads and technical information, refer to manufacturer's design guides. Where specific products or brands or sizes are unavailable, it may be necessary to supply an alternative product of equivalent or higher in quality, or an equivalent size in the opposite of metric/imperial sizing. Where a specific brand, product, or size has been selected to meet the loading and performance criteria required, only that brand or product must be used. The specific brand or product or size must be specified at the time of ordering in writing.
- SafeSmart reserves the right, while preserving the essential characteristics of the goods it supplies, to introduce at any time, modifications and changes considered necessary to improve the goods, or to make changes for any reason of a commercial or constructive nature.
- Alternative items, of similar or improved finish or quality, will be shipped if the original item in a Product Catalog has been discontinued in favor of the similar or improved item, unless Customer specifically states that substitutes are not to be supplied.
- Where units of sale and pack/carton quantities are shown, orders should be placed in multiples of these quantities; where variations occur, the quantities may be adjusted up or down.
- All dimensions stated are approximate and may be subject to adjustments.
- Any technical advice furnished by SafeSmart with respect to the selection or use of goods is given without charge, and SafeSmart assumes no obligation or liability whatsoever for the advice given or the results obtained, all such advice being given and accepted at Customer's sole risk.
Unless otherwise expressly indicated on a SafeSmart quotation or invoice, prices specified are exclusive of all taxes. In addition to the purchase price, Customer shall pay or reimburse SafeSmart the amount of all sales, use, and ad valorem taxes, excises, duties, and/or other governmental charges that SafeSmart may be required to pay with respect to the foods.
All shipping and delivery dates are approximate and in no event shall SafeSmart be liable for any damages for delays in shipment or delivery. SafeSmart shall not be liable for any delay in performance caused by any freight company or any other cause beyond the reasonable control of SafeSmart.
5. Force Majeure
SafeSmart shall not be liable for any delay in or failure of performance of supply or delivery due to acts of God, acts of the Customer, acts of any civil or military authority, fires, strikes, picketing, boycotts, floods, epidemics, pandemics, quarantine restrictions, war, insurrection or riot, embargoes, power outages, disturbances of production or supply, trucking or transit shortages, wrecks or delays in transportation, severe weather, fire, flood, accidents, failure in production or production equipment, inability to secure merchandise, inability to obtain fuel, power, or raw materials, manufacturing shortages, or other causes beyond the reasonable control of the SafeSmart.
6. LIMITED WARRANTY
SAFESMART WARRANTS TO CUSTOMER THAT, FOR A PERIOD OF ONE YEAR FROM THE DATE OF SALE THAT, ALL GOODS SOLD TO CUSTOMER ARE FREE FROM MATERIAL DEFECTS, SUBJECT TO INDUSTRY STANDARD TOLERANCES AND VARIATIONS. THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS PROVISION IS EXCLUSIVE AND GIVEN IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES OF EVERY TYPE AND KIND IN CONNECTION WITH THIS SALE, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WHICH ARE EXCLUDED AND DISCLAIMED IN ALL RESPECTS AND FOR ALL PURPOSES.
7. DAMAGES AND LIMITATION OF LIABILITY
IN NO EVENT SHALL CUSTOMER OR ANY THIRD PARTY HAVE THE RIGHT TO RECOVER FROM SAFESMART FOR ANY LOSS, DAMAGE, COST OF REPAIR, OR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR LIQUIDATED DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR DAMAGES FOR LOSS OF EFFICIENCY OR DELAY TO ANY PROJECT ON WHICH THE GOODS ARE USED OR ORDERED OR INTENDED FOR USE), WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER CAUSES OF ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE, OR REPAIR OF THE GOODS SOLD BY SAFESMART. NOTWITHSTANDING THE FOREGOING, CUSTOMER AGREES THAT SAFESMART'S SOLE LIABILITY, IF ANY, SHALL BE EXCLUSIVELY LIMITED TO, AT SAFESMART'S OPTION, REPAIR OR REPLACEMENT OF ANY NON-CONFORMING GOODS OR REFUND OF THE PURCHASE PRICE PAID FOR SUCH NON-CONFORMING GOODS.
8. Title and Assignment
All goods are furnished to Customer subject to retention of title; such goods remain the property of SafeSmart until payment in full of Customer's account is received by SafeSmart. Prior to use or resale of goods furnished by SafeSmart to Customer, Customer shall maintain such goods in an identifiable condition in store or on site. Customer may resell such goods in the ordinary course of business to third parties subject to providing proper notice to said third party of SafeSmart's rights, title, and interest in such goods until SafeSmart is paid in full. Customer hereby assigns to SafeSmart any and all claims and rights against sub purchasers of goods in order to enable SafeSmart to recover monies owed to SafeSmart with respect to such goods. In the event of the failure of Customer to pay for the goods or in the event of the appointment of a receiver and manager, liquidator, or agent in possession, SafeSmart shall be permitted to enter Customer's premises or elsewhere where the goods are stored or installed and recover them, or to appoint an agent in writing to do so and the Customer acknowledges and guarantees such right of entry during normal business hours.
9. Fabricated Steel
Sales of fabricated steel are made in accordance with Customer's written purchase order and SafeSmart's shop drawings. Fabrication tolerances, if not otherwise noted on the detailed drawings, shall be + /- 1/16 inch. Bundling and packaging of such fabricated steel shall be made per SafeSmart's discretion and instructions. Invoices for fabricated goods shall be issued upon the completion of fabrication regardless of whether goods have been shipped.
To the fullest extent permitted by applicable law, Customer shall indemnify, defend, and hold harmless SafeSmart from and against any and all claims, losses, damages, costs, expenses (including attorneys' and expert witness fees), demands, suits, injuries, penalties, fines, and liabilities incurred or suffered by SafeSmart to the extent directly or indirectly arising out of, relating to or resulting from: (i) the use, installation, unloading, storing, handling, packaging, processing, fabricating, or delivery of goods by Customer and/or Customer's agents, subcontractors, sub-subcontractors, employees or servants; (ii) the design or specification of the Customer; or (iii) any negligence, act, or omission of Customer, its employees, agents or anyone for whom Customer may be legally liable.
11. Cancellations and Returns
Customer may not cancel any order of goods or return any goods without SafeSmart's express, written consent. Any cancellation or return so authorized must be made within 14 days of delivery with proof of purchase and shall be subject to a cancellation/restocking charge of 20% (or a minimum fee of $20 plus tax) at SafeSmart's sole discretion, plus all applicable freight. Orders for fabricated material or specially manufactured goods not normally carried in SafeSmart's inventory may not, under any circumstances, be cancelled or returned. The amount of credit, if any, allowed to Customer for returned goods shall be at the sole discretion of SafeSmart.
12. Inspection and Claims
Customer shall carefully inspect all goods and shipping documents promptly upon delivery. No claim for shortages or goods damaged during delivery will be valid or enforceable against SafeSmart unless (a) Customer notifies SafeSmart in writing specifying in detail the shortage or damage within seven (7) days from the date of delivery; (b) Customer returns the damaged Products to Seller within fourteen (14) days following delivery; (c) upon return, SafeSmart confirms such damage; and (d) Customer has fulfilled all of the payment terms. Customer's notice must be accompanied by the original freight bill, with notation on the face thereof by an authorized agent for the carrier as to the goods claimed to be short or damaged during transit. Customer shall be deemed to have waived any claim for shortages or goods damaged in transit if Customer fails to so notify SafeSmart within seven (7) days following delivery. Any processing or use of the goods by Customer, other than return to SafeSmart, shall be conclusive as to Customer's acceptance of the goods as being satisfactory and in accordance with these Terms and Conditions of Sale.
The failure of SafeSmart to insist upon the strict performance of any of these terms and conditions of sale will not be deemed to be a waiver of any of the rights or remedies of SafeSmart, nor of its right to insist upon strict performance of such term or of any other term in the future. No waiver of any of these terms and conditions of sale will be valid unless in writing signed by a duly authorized representative of SafeSmart.
If any term, condition or provision of these Terms and Conditions of Sale is found to be invalid or unenforceable, such term, condition, or provision shall be severed out and the remainder of these Terms and Conditions of Sale shall be valid and enforceable to the fullest extent permitted by law.
15. Governing Law and Venue
Customer agrees that all issues and disputes relating to the goods sold by SafeSmart shall be construed under the laws of the State of California. Customer further agrees that the exclusive jurisdiction and venue for any legal action brought to enforce any and all disputes relating goods sold by SafeSmart shall be Los Angeles County, California, unless SafeSmart initiates said legal action to enforce statutory remedies (such as enforcing claims on mechanics lien, stop payment notices, payment bonds, etc.) in connection with a debt incurred by Customer; in such case, the jurisdiction and legal venue will be determined by the requirements of the law of the state where such statutory remedies are to be enforced. SafeSmart and Customer agree that jurisdiction and venue for a legal action brought for nonpayment of goods may be, at SafeSmart's option, in the county and state in which Customer is domiciled.
16. COMPLETE AGREEMENT
These Terms and Conditions of Sale, together with any terms and conditions contained in SafeSmart Credit Application and Agreement (for credit sales), SafeSmart's Quotation (if any) and SafeSmart's invoice, constitute the entire understanding between SafeSmart and Customer with respect to the sale of all goods and services furnished by SafeSmart to Customer, superseding all negotiations, prior discussions and preliminary agreements, if any. Any modification or supplementation of said Terms and Conditions of Sale by Customer are void and of no effect unless made in writing and signed by an officer of SafeSmart. No course or pattern of dealings or conduct between SafeSmart and Customer and no usage of trade shall be relevant to determine the meaning or intent of these Terms and Conditions.