The following terms and conditions apply to all sales, including direct shipments, made or arranged by Dominion Electric Supply Company, Inc., and its divisions, subsidiaries, affiliates, successors and assigns (“Dominion”) and shall prevail over any notifications, inconsistent terms of Purchaser’s purchase order(s) or other documents; and all prior proposals and agreements are merged herein. Purchaser and Purchaser’s successors-in-interest and assigns agree to the following terms and to make payment for purchases upon the following terms:
1. Until such time as written notice sent certified mail to the attention of Credit Department is received by Dominion, Dominion is authorized to charge to Purchaser’s account all sales to and orders by Purchaser or Purchaser’s agents, and representatives, through express, implied or apparent authority or any other authorization by Purchaser. All orders and sales will be subject to the terms and conditions set forth herein. ALL SALES ARE FINAL.
2. Terms of sale are cash discount 10th prox., net 30 days 25th prox. Should payment in full for any charge(s) be received by Dominion after the 25th day of the following month in which the items were originally billed, then Purchaser agrees to pay a service charge of 1.5% per month on any unpaid balance of said charge or charges, which will be added to the account and become a liability of the Purchaser. Upon default of any of these terms and conditions, including nonpayment, Purchaser agrees to pay Dominion its costs for collection, including an additional 33% of the total account balance as attorney fees, plus all costs necessary for and incident to collection, whether or not suit is filed, and this fee provision shall not merge into any judgment obtained by Dominion.
3. All goods and prices for goods shipped by Dominion or by direct shipment from Dominion’s supplier or manufacturer are shipped FOB, place of shipment, unless otherwise stated in writing. Purchaser agrees to assume all risk of loss and carry the necessary insurance for FOB, place of shipment.
4. Unless otherwise stated, all orders, quotations, and estimates do not include freight and applicable federal, state and local taxes, and prices quoted are subject to additional fees set forth on all quotes, as well as federal, state and local taxes and any other charges assessed by any governmental entity.
5. Purchaser agrees to hold harmless Dominion from all damages including but not limited to delay damages, resulting from the ordered and/or purchased goods, and Purchaser agrees to make payment in full for said goods ordered, whether stock goods, non-stock goods or specially ordered/custom goods. Dominion shall not be liable for delay in delivery and all orders are contingent upon causes beyond Dominion’s reasonable control, including acts of God, governmental action, war, strikes, manufacture’s shortages, Federal or State declared pandemic or epidemic, shipping or carrier delays.
6. Dominion reserves its right (at its option) to require full or partial payment in advance of order or delivery, or to reclaim the goods, delay or cancel shipment, whether before, during or after delivery if in Dominion’s sole discretion, Dominion deems Purchaser uncreditworthy or Purchaser becomes insolvent, including the filing for bankruptcy protection. Dominion’s rights under this paragraph are in addition to all rights to available to Dominion, at law, equity or otherwise.
7. All quotations are subject to change without notice. All quotations become invalid unless Purchaser places an order within 30 days from the date of quotation, or a shorter time period if specified by Dominion. Said orders will be billed at the quoted price unless otherwise noted. All quotations will be subject to the terms and conditions set forth herein. No price quoted can be accepted with additional or different terms by Purchaser unless agreed to in writing by an authorized officer of Dominion. Purchaser authorizes Dominion to correct any mathematical or clerical error in price quotes at any time. All limits on credit or amounts of credit given or extended to Purchaser shall be made by Dominion in its sole discretion, when and as necessary.
8. Purchaser agrees to examine goods upon receipt and make claim for any damage shortage or nonconformity upon delivery of the goods in writing by certified mail to the attention of Credit Department. Without limiting the foregoing any claims made after 10 days from the delivery date shall not be honored. Dominion’s liability for any damaged, nonconforming or defective material shall be limited to repair or replacement of the goods by the manufacturer if such remedy is available from the manufacturer. For returns, Purchaser agrees that Dominion in its sole discretion, may take back goods for credit. No goods will be accepted for credit without prior written authorization and accompanied by the invoice. A restock charge will be assessed on all goods returned for credit, including a minimum 30% charge on special orders. Stock returns must be salable and in original cartons with all packaging in new condition.
9. Purchaser, its successors and assigns agree that personal jurisdiction and venue for any legal proceeding to enforce the terms of sale and this agreement, including payment, may be brought at Dominion’s sole discretion, in the applicable Courts of competent jurisdiction, in Fairfax County, Virginia or Montgomery County, Maryland. These terms of sale shall be interpreted and governed by the laws of the state or jurisdiction of Dominion’s place of business in which the sales were made, unless sales are made in more than one jurisdiction, then Purchaser agrees that the terms of sale shall be interpreted and governed by the laws of the State of Maryland.
10. Dominion shall be notified in writing by certified mail to the attention of Credit Department of any change to Purchaser’s name or legal status. Purchaser will specifically state the original entity’s full, legal name, as well as the successor entity’s full, legal name and/or status change. Purchaser’s name or legal status and such change shall become effective 30 days after receipt of notice by Dominion provided, however, that all prior obligations of the Purchaser and any personal guarantees shall remain in force. Failure to give such actual notice to Dominion shall allow Dominion to rely on the continuing business transaction of the original Applicant, as Purchaser, and all personal guaranties provided therefore, in Dominion’s sole discretion, for all goods purchased even if sold to the successor entity. Likewise, in Dominion’s sole discretion, Dominion may rely on the successor entity’s obligation under these Terms and Conditions of Sale.
11. Dominion makes NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY GOODS SOLD BY DOMINION OR BY ANY OTHER PERSON OR ENTITY. Except as stated above regarding “claims”, Purchaser’s sole and exclusive remedy for breach of warranty or negligence by the manufacturer or for any failure, defect, or inadequacy of any kind for goods sold by Dominion is against the manufacturer of goods sold to Purchaser and not against Dominion, and Purchaser agrees to indemnify and hold harmless Dominion for any damages resulting from any manufacturer or shipping defect. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED. Dominion shall not be liable, directly or indirectly, for any loss, cost, damage or expense, including without limitation, lost or prospective profits or special, consequential or incidental damages, arising directly or indirectly from the condition, operation, delivery, or use of any goods sold. In any event, the Seller’s maximum liability for proven defective goods shall consist of refunding the amount paid for the goods. Buyer assumes all risks and liability for loss, damage or injury to persons or property of the Buyer or of others arising out of the use or possession of any goods sold hereunder. ANY AND ALL REPRESENTATIONS, PROMISES, WARRANTIES OR STATEMENTS BY DOMINION’S EMPLOYEES AND/OR AGENTS THAT DIFFER IN ANY WAY FROM THESE TERMS AND CONDITIONS SHALL HAVE NO FORCE OR EFFECT. Any proposal by the Purchaser to vary the terms hereof or to expand the warranties or other terms set forth herein unless agreed to in writing by an authorized officer of Dominion, shall be deemed a material alteration and shall not become part of these Terms and Conditions of Sale or any other agreement between the parties.
12. Purchaser agrees to accept delivery of all orders placed on goods and merchandise that are not normally stocked by Dominion or that require custom manufacturing or assembly (special orders) within 30 days of receipt of such goods and merchandise by Dominion. If Purchaser fails to do so, Dominion, in its sole discretion may charge the Purchaser the price of the goods ordered. These amounts become a liability of the Purchaser. Dominion shall have the right to dispose of the goods in any manner chosen by Dominion in Dominion’s sole discretion after 60 days of receipt of such special order merchandise. All sales of special order goods and merchandise are final upon placement of the order by Purchaser. Purchaser agrees to indemnify and reimburse Dominion for cancellation fees imposed by manufacturers as a result of Purchasers failure or inability to complete any order released to manufacturer for production or imposed by manufacturer on cancellation of an order based on bulk or lot pricing prior to delivery or acceptance of entire bulk or lot materials.
13. If any of the provisions of these Terms and Conditions is held to be unenforceable by a court with jurisdiction, such determination shall not affect the validity of the remaining provisions of these Terms and Conditions, and such remaining provisions will remain enforceable to the fullest extent of the law.
14. CREDIT HISTORY MAY BE A FACTOR IN THE EVALUATION OF THE CREDIT OF PURCHASER, AND ITS PRINCIPALS, AND PURCHASER AND ITS PRINCIPALS HEREBY CONSENT(S) TO AND AUTHORIZE(S) THE USE OF COMMERCIAL AND CONSUMER CREDIT REPORTS ON THE PURCHASER AND ITS PRINCIPALS BY DOMINION, TO THE EXTENT PERMITTED BY LAW, FROM TIME TO TIME AS MAY BE NEEDED, IN THE CREDIT EVALUATION PROCESS. PURCHASER AND ITS PRINCIPALS AGREE(S) TO HOLD HARMLESS DOMINION AND ITS EMPLOYEES FOR CREDIT REPORTING OF THE PURCHASER AND ITS PRINCIPALS AND AUTHORIZES DOMINION TO DISSEMINATE CREDIT INFORMATION ABOUT THE PURCHASER AND ITS PRINCIPALS TO INQUIRING SOURCES.
15. Excusable Delay: Purchaser acknowledges that products sold hereunder and/or parts thereof may be produced in, or otherwise sourced from, or will be shipped to or from areas already affected by, or that may be affected in the future by, the prevailing COVID-19 pandemic or any other Federal or State proclaimed pandemic or epidemic in the future, which may cause stoppages, hindrances, or delays in the ability of Dominion (or its subcontractors and manufacturers) or others, including Owners and General Contractors on a Project, to produce, deliver, install or service the products, irrespective of whether such stoppage, hinderance or delays are due to measures imposed by government or quasi-government authorities or deliberately implemented by Dominion (or its subcontractors and manufacturers) or others, including Owners and General Contractors on a Project, as preventive or curative measures to avoid harmful contamination exposure of the employees of Dominion (or its subcontractors and manufacturers) or others, including Owners and General Contractors on a Project. Purchaser therefore recognizes that such circumstances shall be considered as a cause for excusable delay, not exposing Dominion to contractual sanctions or liability, including without limitation any delay penalties, liquidated damages, consequential damages, or termination for default or for cause.
ALL SALES ARE EXPRESSLY CONDITIONED ON PURCHASER’S AGREEMENT TO ALL THE ABOVE TERMS AND CONDITIONS OF SALE.
Revision date 4/2020