Terms and Conditions for Sale of All Products

Last Modified: 2018-05-24T04:00:00Z

1. All orders are subject to acceptance at Earnest's home or divisional office, whichever is applicable. The prices applicable to this order/quotation shall be Earnest's prices in effect at the time of shipment as set forth hereon unless otherwise set forth in writing to Earnest by the buyer. Prices subject to change without notice. Shipments and deliveries are all subject to approval of Earnest's credit department. If the buyer fails to fulfill the terms of payment, Earnest may defer further shipment and/or delivery or may at its option, cancel the unshipped balance of any order outstanding from the buyer. Payment due is net 30 days and shall be based on the date of invoice. All late payments will incur a 1.5% per month late charge or the highest extent permitted by law, whichever is greater. Minimum order amount of $25. Buyer's request to change bill of lading after shipment has been made will be made at buyer's expense.
2. Freight terms are F.O.B. shipping point. Truck shipments made pre-pay and charge at the request of the buyer will incur a fee of 25% of the freight charges or a $25.00 minimum, whichever is greater.
3. A Return Merchandise Authorization (RMA) number must be issued by Earnest for each return. Returns are subject to the approval of Earnest in its sole discretion. Items that are shipped without a RMA number will be refused. Returns must be made within 30 days from date of purchase. No returns will be allowed after 30 days. A $25.00 or 20% restock fee (whichever is greater) will be applied to all returns. Special order products cannot be returned. Product must be returned in Earnest's original packaging bearing traceability numbers. All returns must be sent via prepaid freight.
4. This order/quotation is based upon Earnest shipping at one time the quantity of products set forth herein. Should the buyer's receiving schedules preclude this, Earnest shall have the right to adjust its prices to the extent necessary to reflect any additional cost whatsoever including, but not limited to, warehouse and shipping. Unless this order states to the contrary, product in stock will be shipped immediately; product not in stock will be shipped as soon as possible.
5. Risk of loss or damage to products in transit shall be the responsibility of the buyer and buyer shall immediately notify the carrier in writing of such loss or damage. Title to products priced at Earnest's shipping point shall pass to buyer upon delivery at such shipping point.
6. To the extent legally permissible, all present and future taxes imposed by any federal, state, or foreign authority which Earnest may be required to pay or collect, upon or with reference to sale, purchase, transportation, delivery, storage, use or consumption of products hereunder to buyer, including taxes upon or measured by the receipts therefrom (except net income and equity franchise taxes), shall be for the account of and be paid by buyer.
7. In the event of any delay or failure in Earnest's performance due to any act of God, fire, explosion, strike of any difference with workmen, shortage of utilities, facility, materials of labor, delay in transportation, substantial increase in costs to Earnest, breakdown or accident, compliance with or other action taken to carry out the intent or purpose of any law or regulation, or any cause beyond Earnest's reasonable control, Earnest shall have such additional time with which to perform as may be reasonably necessary under the circumstances and the right to apportion its available inventory of products among its customers in such a manner as it may consider to be equitable, in its sole discretion. Such event or events shall not result in any liability of Earnest to buyer.
8. All products furnished hereunder shall be subject to Earnest's standard practices, including, but not limited to variations of shipments of ten percent (10%) from quantity ordered.
9. Limited Warranty and Disclaimer: NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, IS MADE HEREIN EXCEPT WITH RESPECT TO GOOD TITLE OF THE PRODUCTS. ALL IMPLIED WARRANTIES, INCLUDING FOR SUITABILITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. IN NO EVENT SHALL EARNEST BE LIABLE FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USES OF THE PRODUCTS EVEN IF EARNEST HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT SHALL EARNEST BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS.
10. Earnest will replace, at the delivery point specified on the face hereof, any product furnished hereunder that it determines is defective or otherwise fails to conform, in its sole discretion; or at Earnest's option, it will repay the price paid for such product, plus any transportation charges paid by the buyer. Claims must be made within 30 days following delivery of the product to buyer and Earnest must be given a reasonable opportunity to investigate. No products are to be returned to Earnest without its prior written approval as set forth in item #3. Earnest accepts no liability or charges for sorting or rework performed by or for the buyer without prior written permission of Earnest. Buyer's exclusive remedy for the failure of Earnest to furnish conforming products is expressly limited to the replacement or repayment as provided for above and Earnest shall not be liable to buyer or anyone else for any other claims or damages, whether direct or indirect, consequential, or incidental. Earnest's liability for any other breach of this contract shall be limited to the difference between the delivered price and the market prices of such goods at buyer's destination at the time of such breach.
11. No terms or conditions other than those stated herein, whether contained in buyer's purchase order, shipping release, or other document, and no written or oral agreement that purports to vary these terms and conditions shall be binding upon Earnest. All representations, negotiations, and proposals made prior to the date of this order/quotation are merged herewith. Any waiver by Earnest or any breach of these terms and conditions shall not be construed as a waiver of any other breach.
12. Default and collections costs: The buyer will be in default by failing to comply with any terms of this agreement or failing to meet obligations when due. If in default, the buyer will be liable for collection costs including any reasonable attorney's fees plus the costs and expenses of any legal action.
13. All part numbers are for reference purposes only and do not imply technical compliance.
14. Container quantities listed in our catalog and literature are for reference purposes only. Actual quantities may differ and should be confirmed at the time of order placement. Specific container quantities and/or special packaging required by the buyer may incur a packaging/handling charge and shall be quoted upon request.
15. Unless otherwise agreed upon in writing by both Earnest and the purchaser, all electroplated products are furnished in accordance with commercial practices for electroplate processing and are not represented or held out as meeting specific consensus, government, original equipment, or any other coating standards. All thread-gauging requirements are applicable prior to plating/coating. After plating/coating, thread-gauging requirements must be agreed upon in writing by both Earnest and the purchaser prior to quotation or supply of the product.