Terms & Conditions of Sale
Except as provided in a separate written agreement, such as a Product Sale Agreement, negotiated by the parties and executed by authorized representatives of Seller and Buyer, each sale of Products or Services by Seller shall be governed by these Terms and Conditions of Sale ("Terms"). "Seller" refers to Sheffield Supply & Equipment, the name of which will be reflected on the invoice for the Products or Services purchased by Buyer. "Affiliate" refers to an entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with Sheffield Supply & Equipment. "Buyer" refers to the purchaser of Products or Services from Seller. "Product(s)" refers to any goods or other items of tangible personal property provided by Seller to Buyer. "Services" refers to safety services and/or any other service provided by Seller and charged to Buyer. Seller’s acceptance of any order is expressly subject to Buyer's assent to each and all of the terms and conditions set forth herein. These Terms represent the entire agreement with respect to the sale or rental of Products and Services and, except as provided in a separate written agreement as set forth above, supersede all prior or contemporaneous written/oral communications between the parties and information in any Seller literature, website or catalog, and override and exclude any other terms and conditions stipulated, incorporated or referred to by Buyer, including without limitation any Buyer purchase order, and any prior course of dealing between the parties.
Buyer shall not purchase any Products or Services on Seller’s website (the "Site") unless Buyer is an authorized, registered user of the Site. By purchasing any Products or Services on the Site, Buyer accepts, without limitation or qualification, these Terms governing such purchase. If Buyer does not agree and accept, without limitation or qualification, these Terms, Buyer may not purchase from the Site. If these Terms are construed to be an offer, this offer expressly limits acceptance by Buyer to these Terms and notice of objection to any different or additional terms is hereby given. Seller reserves the right to modify and update these Terms at any time by e-mail, the Site or other commercially reasonable methods, and Buyer should carefully review these Terms before each purchase. These Terms, as modified, shall apply to all purchases of Products and/or Services on or after such update.
Unless otherwise specified, Buyer shall make payment in full at the time of order. Buyer represents that the purchases are made for business, commercial or agricultural purposes and not for personal, household, or family use. If Buyer has received credit approval from Seller, continued open account credit is subject to Seller's assessment of Buyer's financial condition and ability to pay. Buyer represents and warrants that Buyer is and shall remain solvent until Seller receives payment in full for the Products and/or Services. If Seller employs any collection agency or attorney to collect any amount due Seller, and/or to repossess any Products, Buyer shall pay all collection fees, attorneys' fees, and court costs, in addition to the amount otherwise unpaid.
Online pricing may not be available at Sheffield Supply locations.
Following notice from Seller, Buyer shall pay to Seller a surcharge in the event of any extraordinary, emergency or other unanticipated increases in the cost of manufacturing, supplying or distributing Product hereunder.
Delivery method for all orders shall be as stated on the Seller’s delivery ticket and/or invoice and, if not stated therein, shall be FOB Seller's warehouse, or as otherwise determined by Seller. Seller shall have no obligation to arrange for any valuation of the Products over and above the valuation provided in the carrier's tariffs or other rate schedules at the lowest rates of carriage. Delivery date(s) are determined from the date of each order of Products and are estimates of approximate dates of delivery, not a guarantee of a particular day of delivery. If Buyer delays acceptance of the Products when delivered or ready for shipment, Buyer shall forthwith pay to Seller the full price of the Products and shall also pay Seller such warehousing and pier charges and other expenses as Seller may incur as a result of Buyer's delay. Seller reserves the right to decline or cancel any order at any time prior to shipment.
Any returns must be made within thirty (30) days of purchase date. Buyer shall pay a fifteen percent (15%) restocking charge on all Products returned to Seller. The product must be returned unopened/tampered with in its original packaging. The buyer will be responsible for all return shipping charges. In the case of a manufacturer shipping a made to order product, returns will not be accepted. This includes but is not limited to any items with personal logo and any custom-made supplies and equipment. Orders for all respiratory equipment, coveralls and goggles are non-cancelable and non-returnable. For the safety of our employees – returns for these items will NOT be accepted. Please ask all questions prior to ordering.
Seller warrants that, at the time of delivery, all Products furnished hereunder shall conform to the manufacturer’s specification for the period of time set forth in such specification. Seller will not supplement or offer any additional warranty outside of what manufacturer offers. SELLER SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE.
NEITHER SELLER NOR SELLER’S SUPPLIERS OF GAS PRODUCTS (“SELLER’S SUPPLIERS”) SHALL BE LIABLE TO BUYER FOR ANY DIRECT DAMAGES (EXCEPT AS EXPRESSLY PROVIDED HEREIN). NEITHER SELLER NOR SELLER’S SUPPLIERS SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES, ARISING OR ALLEGED TO ARISE OUT OF OR IN CONNECTION WITH ITS PERFORMANCE OF SERVICES HEREUNDER OR WITH ANY PRODUCT OR EQUIPMENT SOLD OR LEASED HEREUNDER, WHETHER SUCH DAMAGE RESULTS FROM ANY NEGLIGENT ACT OR OMISSION OR IS RELATED TO STRICT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL SELLER'S LIABILITY ARISING OUT OF THESE TERMS EXCEED THE AMOUNT PAID BY BUYER TO SELLER FOR THE APPLICABLE PRODUCT OR SERVICE UNDER THESE TERMS DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD.
BUYER’S EXCLUSIVE REMEDY FOR EACH UNEXCUSED FAILURE OF PRODUCT TO MEET SPECIFICATION SHALL BE, AT SELLER'S OPTION, TO RECEIVE A REFUND OF THE PRICE OF SUCH NON-CONFORMING PRODUCT OR REPLACEMENT THEREOF WITH PRODUCT THAT MEETS SUCH SPECIFICATION. BUYER’S EXCLUSIVE REMEDY FOR THE UNEXCUSED FAILURE BY SELLER TO DELIVER PRODUCT AS SPECIFIED, REGARDLESS OF THE CAUSE OF SUCH FAILURE, INCLUDING NEGLIGENCE, SHALL BE TO RECOVER THE DIFFERENCE BETWEEN THE COST TO BUYER OF ANY SUBSTITUTE FOR PRODUCT NOT DELIVERED AND THE LESSER PRICE OF SUCH QUANTITY OF PRODUCT HEREUNDER. WITH RESPECT TO THE FOREGOING REMEDIES, BUYER HEREBY RELEASES SELLER’S SUPPLIERS FROM ANY AND ALL CLAIMS, COSTS, FEES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES), DAMAGES AND LIABILITIES, WHETHER IN CONTRACT OR TORT (INCLUDING THOSE ARISING FROM SELLER’S SUPPLIERS’ NEGLIGENCE OR STRICT LIABILITY), ARISING FROM OR RELATING TO (I) SELLER’S FAILURE TO SUPPLY GAS PRODUCTS HEREUNDER OR (II) THE FAILURE OF GAS PRODUCTS TO MEET THE SPECIFICATIONS IN THE WARRANTY SET FORTH ABOVE. BUYER'S EXCLUSIVE REMEDY FOR THE FAILURE OF SERVICES TO MEET THE WARRANTY SET FORTH ABOVE SHALL BE, AT SELLER'S OPTION, TO HAVE SELLER RE-PERFORM SUCH SERVICES AT NO ADDITIONAL CHARGE OR TO RECEIVE A REFUND FOR THE PURCHASE PRICE OF THE DEFECTIVE PORTION OF THE SERVICES.
Buyer represents, warrants and covenants that (i) Buyer will use the Products and/or Services in accordance with all applicable laws and regulations and in conformance with recognized industry and professional standards; (ii) Buyer has used its own independent skill and expertise in connection with the selection and use of the Products; (iii) Buyer possesses skill and expertise in the handling, storage, transportation, treatment, use and disposal of the Products; (iv) Buyer will ensure that the Products are safe for the intended use and that the Products are handled in a safe and professional manner; and (v) Buyer is a registered user of the Site and an authorized purchaser of the Products and/or Services. BUYER ACKNOWLEDGES THAT THERE MAY BE HAZARDS ASSOCIATED WITH THE USE OF THE PRODUCTS, THAT IT UNDERSTANDS SUCH HAZARDS, AND THAT IT IS THE RESPONSIBILITY OF BUYER TO WARN AND PROTECT ALL THOSE EXPOSED TO SUCH HAZARDS. BUYER SHALL HAVE THE SOLE RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF ANY OF SELLER’S PRODUCTS FOR THE USE CONTEMPLATED BY BUYER.
Buyer’s use of the Products and/or Services are at Buyer’s own risk, and Buyer shall defend, indemnify and hold harmless Seller from all liability and costs (including court costs and attorneys’ fees) resulting from claims, demands or actions brought against Seller by anyone (including without limitation any injuries or property damage) caused directly or indirectly by (i) Buyer’s breach of these Terms; (ii) Buyer’s negligence or willful misconduct related to any Products or Services; or (iii) Buyer’s violation of any applicable law related to any Products or Services.
Seller’s performance hereunder is subject to floods, strikes or other labor disturbances, fire, accidents, war, delays of carriers, inability to obtain raw materials, failure or allocation of normal sources of supply, terrorist act, machinery or equipment breakdown, plant shutdown, restraints of government, (whether or not it later proves to be invalid), or any other similar or dissimilar cause beyond Seller’s reasonable control (“Force Majeure Event”). Seller shall not be liable for any damages resulting from a Force Majeure Event, and Buyer waives any right to assert a claim against Seller in respect thereof.
Prices are exclusive of any amount of federal, state and/or local excise, sales, use, property, retailer’s occupation, gross receipts or similar taxes which may be imposed in connection with a transaction. If any such excluded tax is determined to be applicable, prices shall be increased by the amount of such tax. In the event that Buyer claims exemption, full or partial, from such taxes, a properly completed exemption certificate with a list of the applicable exempt purchases, which will be acceptable to the appropriate taxing authorities, must be provided. Buyer will provide the applicable exemption certificate for each Buyer location. Should such certificate be found invalid, Buyer agrees to bear the burden of any interest and penalties assessed.
Buyer, its employees and agents shall comply with all applicable federal, state and local laws regarding the safe handling, transportation and use of the Products, including without limitation under the Emergency Planning and Community Right-To-Know Act and the Occupational Safety and Health Act. Buyer understands that the Products must not be used without first consulting the Safety Data Sheets(SDS). Buyer will familiarize itself with and instruct its employees regarding all information and precautions disclosed in the safety and health information, including without limitation any SDS, transmitted to Buyer by Seller or otherwise available to Buyer from Seller at any other time.
Unless otherwise expressly agreed: (i) any technical advice provided by Seller with respect to the use of Products or Services furnished to Buyer shall be without charge; (ii) Buyer shall have sole responsibility for selection and specification of the Products or Services appropriate for the end use of such Products or Services; and (iii) SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ASSUMES NO OBLIGATION OR LIABILITY FOR ANY TECHNICAL ADVICE, OR FOR ANY RESULTS OCCURRING AS A RESULT OF THE APPLICATION OF SUCH ADVICE. Examples of such complimentary technical advice include, without limitation, brochures, literature, website or catalog descriptions, SDSs, free on-line training resources, and similar information materials.
All claims by Buyer having anything to do with any Products or Services furnished by Seller shall be made in writing within ten (10) days after the delivery of the Products or completion of the Services and failure of Buyer to give such notice shall constitute a complete waiver by Buyer of any such claims and defense for Seller against any such claims.
The total amount due from Buyer may include various itemized charges, including: charges for the handling of hazardous materials and for compliance with laws and regulations concerning hazardous materials; charges for handling, delivery, and shipping; and/or charges for energy or fuel. None of the charges represents a tax or fee paid to or imposed by any governmental authority and all of the charges are retained by Seller. Seller has not specifically quantified the relationship between the charges and the actual costs associated with the charges, which can vary by product, service, time and place, among other things.
Buyer shall not assign these Terms, in whole or in part, without Seller’s prior written consent, and any prohibited assignment shall be null and void.
If any provision of these Terms is or becomes invalid under any applicable law, then such provision shall be deemed reformed or deleted, but only to the extent necessary to comply with any such applicable law, and the remaining provisions of these Terms shall remain in full force and effect.
In the event any action or legal proceeding is brought by Seller to enforce, interpret, protect or establish any provision of these Terms or right or remedy, Seller shall be entitled to recover as part of such action or proceeding, in addition to any other relief granted, reasonable attorneys’ fees and costs.
These Terms shall be governed by and construed in accordance with the substantive law of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Products and The Uniform Computer Information Transactions Act will not, for any purpose, govern or apply to these Terms or any transactions, performance or disputes hereunder. Both parties hereto hereby waive all right or entitlement to trial by jury in connection with any dispute that arises out of or relates in any way hereto or to Product or Services supplied hereunder. Any claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum.
These Terms may be amended or supplemented only in a writing executed by authorized representatives of Buyer and Seller. No person other than an authorized representative of Seller has any authority to agree on Seller’s behalf to any terms not set forth herein. As a part of the consideration for these Terms, the applicable provisions of Section 8 (Limitation of Liability) and Section 9 (Remedies) shall extend to and be enforceable by and for the benefit of Seller’s Suppliers.