Terms of Sale
CECI Services Supply Facilities Maintenance ("CECI SFM") Terms of Sale ("Terms")
- FORMATION. THESE TERMS OF SALE GOVERN EXCLUSIVELY ALL PRODUCT
PURCHASES AND PREVAIL OVER ANY ADDITIONAL OR INCONSISTENT TERMS IN
ANY BUYER DOCUMENT, which are expressly objected to and shall not be binding upon
Seller unless specifically accepted in writing by Seller's authorized representative.
- PRICES. Prices are subject to change without notice. No math or clerical errors are binding on
CECISFN. Prices do not include any sales, excise, or other tax by any federal, state or local
authority. Buyer shall reimburse any taxes imposed upon sales or shipments unless CECISFN
receives an acceptable tax exemption certificate. * ( Several States are still collectable at any
sales) There are ten states that will not allow us to drop ship for your without charging you tax
unless you are a registered reseller in that state:*
All prices and other terms shall be kept confidential except to the extent Buyer is legally required
All prices and other terms shall be kept confidential except to the extent Buyer is legally required
*District of Columbia* *Louisiana (for shipments from inside the state only)*
- TAXES. The amount of any sales, excise or other taxes, if any, applicable to the products shall
be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with an
exemption certificate acceptable to the taxing authorities. Any taxes which Seller may be required
to pay or collect under any existing or future law, upon or with respect to the sale, purchase,
delivery, storage, processing, use or consumption of any of the products, including taxes upon or
measured by the receipts from the sale thereof, shall be for the account of the Buyer, who shall
promptly pay the amount thereof to Seller upon demand.
- DELIVERY. CECISFN is not liable for delay or default in delivery resulting from any cause beyond
CECISFN's reasonable control, including, but not limited to, governmental action, strikes or other
labor troubles, fire, damage or destruction of goods, wars (declared or undeclared), acts of
terrorism, manufacturers' shortages, availability or timeliness of transportation, materials, fuels,
or supplies, and acts of God (each a "Force Majeure Event"). Upon the occurrence of a Force
Majeure Event: (a) the time for CECISFN performance shall be extended reasonably and the
Parties shall adjust all affected dates accordingly; (b) the purchase price shall be adjusted for any
increased costs to CECISFN resulting from such Force Majeure Event; and (c) Buyer shall not be
entitled to any other remedy. Partial shipments are permitted at CECISFN'S discretion.
- WARRANTY. CECISFN is a reseller of goods only, and as such does not provide any warranty for
the goods it supplies. Notwithstanding this AS-IS limitation, CECISFN shall pass through to
Buyer any transferable manufacturer's standard warranties. BUYER AND PERSONS
CLAIMING THROUGH BUYER SHALL SEEK RECOURSE EXCLUSIVELY FROM
MANUFACTURERS FOR ANY DEFECTS IN OR FAILURES OF GOODS, AND THIS
SHALL BE THE EXCLUSIVE RECOURSE OF BUYER AND PERSONS CLAIMING
THROUGH BUYER FOR DEFECTIVE GOODS, WHETHER THE CLAIM SOUNDS IN
CONTRACT, TORT, STRICT LIABILITY, PURSUANT TO STATUTE, OR FOR
NEGLIGENCE. BUYER MAY PASS THESE TERMS TO SUBSEQUENT BUYERS AND
USERS OF GOODS. CECISFN EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS AND
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
CECISFN ASSUMES NO RESPONSIBILITY WHATSOEVER FOR ANY
INTERPRETATION OF PLANS, CODES OR SPECIFICATIONS PROVIDED BY
BUYER, AND BUYER'S ACCEPTANCE AND USE OF GOODS SHALL BE PREMISED ON
BUYER'S FINAL APPROVAL OR BY BUYER'S RELIANCE ON ARCHITECTS, ENGINEERS,
OR OTHER THIRD PARTIES RATHER THAN ON CECISFN'S INTERPRETATION. TO THE
EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT, WHETHER IN
CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING, BUT NOT LIMITED TO,
NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING DIRECTLY OR
INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS, SHALL
CECISFN BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL,
CONSEQUENTIAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE, LOST PROFITS,
ATTORNEYS' FEES OR DELAY DAMAGES, EVEN IF SUCH DAMAGES WERE
FORESEEABLE OR CAUSED BY SELLER'S BREACH OF THIS AGREEMENT; (B) ANY
CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER; OR (C) ANY
AMOUNT EXCEEDING THE AMOUNT PAID TO CECISFN FOR GOODS WHICH ARE
SUBJECT OF SUCH CLAIM(S). ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF
ACCRUAL OF A CAUSE OF ACTION.
- INDEMNIFICATION. Buyer shall indemnify, defend, and hold Seller its officers, directors,
employees and agents harmless from any and all costs (including attorneys' and accountants' fees
and expenses), liabilities and damages resulting from or related to any third party (including
Buyer's employees) claim, complaint and/or judgment arising from Buyer's use of any goods
furnished hereunder, as well as any negligent, intentional, or tortious act or omission of Buyer or
any material breach by Buyer of these Terms.
- TITLE AND RISK. Title and risk of loss pass to Buyer at Buyer's designated delivery site when
goods are delivered in CECISFN vehicles. In all other cases, title and risk pass at CECISFN's
facility. All claims for loss, damage or shortage of goods shall be waived unless Buyer, within 10
calendar days after receipt of the short or damaged shipment, gives CECISFN written notice fully
describing the alleged shortage or damage.
- CHANGES AND RETURNS. No credit for returns shall be given without CECISFN'S written
authorization. All returns are subject to a restocking charge.
- PAYMENT OPTIONS
- We accept several methods of payment:
- Credit Cards
- Visa, Master Card and American Express
- Lockbox, Fed Buyers ACH
- CECI may also require an advance deposit of up to 100% of the price for any specially
manufactured goods. Payment must be made by cash, check, or money order, or other
tender approved by CECI
- ORDERS. When you process your order, you will be charged for the total price of the products ordered,
shipping and taxes. During checkout you will see the breakout of these charges. Currently, we
accept Visa, MasterCard, and Discover. During the checkout process you will choose one of these
payment options and continue to place your order. If you prefer to pay by check, American
Express, or by wire transfer, please contact us prior to check out to process your order. Please
note that we will not ship your order until we receive payment from you. Please see our Privacy
Policy if you have any questions regarding the security of our website.
- EXPORT. Buyer shall not export or re-export, directly or indirectly, any part of the goods or related
technology obtained from CECISFN except in accordance with applicable export laws and
regulations of the U.S. Further, a Buyer that is a non-U.S. company or citizen shall similarly limit
any export or re-export activity to that which would be deemed compliant with U.S. export laws
and regulations if performed by a U.S. company or citizen.
- COLLECTION. Buyer shall pay CECISFN all expenses of collection, suit, or other legal action
brought as a result of the commercial relationship between them, including, but not limited to, all
attorneys' fees, and collection costs incurred pre-suit, through trial, on appeal, and in any
administrative or bankruptcy proceedings.
- DISPUTES. All disputes arising out of or related to the business relationship between Buyer and
CECISFN shall be governed exclusively by the laws of Georgia, excluding its conflicts of laws
rules. Any legal action arising under or related to this Agreement shall be brought in Dekalb
County, Georgia, and any right to object to such venue or to assert the inconvenience of such
forum is waived. The Parties waive all right to a jury trial.
- TERMINATION. If Buyer fails to comply with these Terms, CECISFN may terminate or restrict any
order immediately upon notice to Buyer. Buyer certifies that it is solvent and that it will advise
CECISFN immediately if it becomes insolvent. Buyer shall send CECISFN written notice of any
changes in the form of ownership of Buyer's business within 5 days of such changes. Buyer and
CECISFN are the only intended beneficiaries of this document, and there are no third party
- INVALIDITY. The invalidity or unenforceability of all or part of these Terms will not affect the
validity or enforceability of the other terms. The parties agree to replace any void or
unenforceable term with a new term that achieves substantially the same practical and economic
effect and is valid and enforceable.
- SURVIVAL. These Terms shall survive termination, cancellation and completed performance of any
sale as long as necessary to allow the aggrieved party to fully enforce its rights.
- SOLE RECOURSE. Vendor's sole recourse for any damages, wrongs, claims, suits, actions, liabilities,
losses, costs (including reasonable attorney fees and costs), expenses, judgments or damages in
any way arising out of or relating to this Agreement is limited solely to a claim against HD
Supply Support Services. In no event shall Vendor bring any claim against any direct or indirect
member, manager, partners, owner, officer, director, employee, agent, representative or Affiliate
of CECI Support Services, or any successor of any of the foregoing (each, an "Excluded
Person"). Each Excluded Person shall also be deemed entitled, insofar as may be necessary or
useful to it, to the protections and benefits of this Agreement. Each Excluded Person is free to
enforce this paragraph directly.
- STOCKED ITEMS. The Buyer may return any product purchased from CECI with no restocking charge if purchased
within previous thirty (30) days if (i) it is in new condition, suitable for resale in its undamaged
original packaging and with all its original parts and (ii) it has not been used, installed, modified,
rebuilt, reconditioned, repaired, altered or damaged and (iii) meets all Local, State and Federal
laws governing the type of product that can be sold or put into transit in the State in which the
product is being returned.
- SURPLUS ITEMS. Surplus job returns must meet qualifications above under stocked items (i), (ii) and (iii), and, will
be evaluated on an individual basis to determine if they can be returned. In all cases, the buyer
should notify us of intent or desire to return merchandise.
- SPECIAL ORDER/NON-STOCK ITEMS. Please contact us directly if you would like to return special orders or non-stock items as we will
have to work with our Strategic Partner and/or Manufacturer to determine if they can be returned.
Refunds for any returned merchandise are processed after the products have been received,
inspected and approved. Credits are usually posted to your credit card used in the purchase within
72 hours. We will keep you informed on the status of your return.
- CANCELLATION POLICY. You may cancel your order, for any reason, and receive a full refund provided your order has not
been shipped. Typically, most orders are shipped the same day they are received. While you can
cancel your order online, we also expect you to call us immediately so we check on the status of
the order and advise you whether or not the order can be cancelled for a full refund. Once an item
is shipped the terms of our Returns policy will take effect.
- LEAD FREE GOODS. Some of the Goods sold by Seller may contain materials deemed potentially harmful
under federal and state legislation. Customer agrees it is solely responsible for specifying on each
purchase order whether any Goods are for potable or non-potable use. Seller shall not be responsible or
liable for any losses or damages sustained by Customer or any other party as a result of misapplication of
the Goods by Customer or such other party in violation of applicable law. This paragraph shall survive
the termination of this transaction indefinitely.