Plumbing Specialties & Faucet Repair Parts | Terms and Conditions

TERMS AND CONDITIONS FOR SITE USAGE

I. ENTIRE AGREEMENT

These Terms and Conditions of Sale establish the rights, obligations, and remedies of Ferguson Enterprises, Inc. (“Seller”) and Buyer, form the entire agreement between Seller and Buyer, and apply to all transactions between Seller and Buyer unless otherwise specifically agreed to in writing by both parties. All prior oral or written agreements, including but not limited to terms in Buyer's purchase order, which are different from or in addition to these Terms and Conditions of Sale are not binding on Seller unless accepted in writing by Seller's duly authorized representative

II. SHIPMENT

All orders are shipped F.O.B. point of shipment. Risk of loss will transfer to Buyer upon tender of goods to Buyer, Buyer's representative or common carrier. The cost of any special packaging or handling caused by Buyer's requirements or requests will be added to the amount of Buyer's order. If Buyer causes or requests a delay of shipment, or if Seller ships or delivers an order erroneously as a result of inaccurate, incomplete, or misleading information supplied by Buyer or Buyer's agents or employees, all storage and other additional costs and risk will be borne by Buyer

III. PRICE

All prices are subject to change unless otherwise noted on Seller's quotation. Buyer will be invoiced at prices in effect at the time of shipment. All taxes, transportation costs, duties and other charges are in addition to quoted prices. The amount of any sales, excise or other taxes, if any, applicable to the goods shall be added to the purchase price and shall be paid by Buyer unless Buyer provides Seller with a valid tax exemption certificate.

IV. DELIVERY

Seller will make a good faith effort to deliver goods in accordance with Buyer's schedule. Seller will pay for expedited shipping of delayed goods if the delay in delivery is solely caused by Seller. Seller assumes no responsibility or liability for Seller's non-performance caused by an act of God, war, labor disputes, civil unrest, accidents, the inability to obtain materials, delays of carriers, contractors or suppliers or any other causes beyond Seller's control. Under no circumstances shall Seller be liable for any special, consequential, incidental, indirect, or liquidated damages, losses, or expenses of any kind arising from any shipping delays or failure to give notice of any shipping delay.

V. CANCELLATION

Buyer may not cancel, change or modify an order without the written consent of Seller and payment by Buyer of all applicable cancellation or re-stocking fees

VI. PAYMENT

Payment terms shall be net 10th prox from date of Seller's invoice. In the event of a late payment, Seller is entitled to treat Buyer's entire account(s) as immediately due and payable without notice or demand. All past due amounts will be subject to a service charge accruing at a rate of up to 1.5% per month. Buyer shall not be allowed to retain or holdback payment and Buyer's payment obligations are not contingent on any event other than Seller's performance. Buyer's receipt of payment or funds from any third party shall in no way relieve Buyer's obligations to pay Seller. Buyer's credit application to Seller is hereby incorporated by reference. Buyer is not entitled to set-off any amounts due to Seller by any amount due by Seller to Buyer in connection with any transaction governed by these Terms and Conditions of Sale.

VII. INSPECTION AND ACCEPTANCE

Buyer shall examine all goods upon receipt and prior to installation. All claims for damage, shortage, and errors in shipment or improper delivery must be made to Seller in writing within five (5) business days of delivery, after which date Buyer will be deemed to have accepted the goods and will have no right to reject the goods or to revoke acceptance. Buyer must make any claims for billing errors or adjustments to Seller in writing within ten (10) business days from the invoice date. Claims not received in writing within such period of time will be waived by Buyer.

VIII. RETURNS

Buyer may return any good which Seller stocks and which is not a special order item if: (i) it is in new condition, suitable for resale in its undamaged original packaging and with all original parts; and (ii) it has not been used, installed, modified, rebuilt, reconditioned, repaired, altered or damaged. All returns are subject to a re-stocking fee, unless otherwise agreed to by Seller. Special orders or non-stock goods may be returned if the manufacturer is willing to accept the return and Buyer agrees to reimburse Seller for any restocking or cancellation fees charged by the manufacturer.

IX. WARRANTIES AND LIMITATION OF LIABILITY:

Private Label Goods: Unless otherwise specified in the product specifications, Seller warrants title to the goods and that for a period of twelve months after delivery to Buyer, Seller's Private Label Goods shall conform to their specifications and be free from defects in material or workmanship. Buyer's sole and exclusive remedy for non-conformity with these warranties shall be repair or replacement of the non-conforming goods at Seller's expense, or refund of the purchase price for non-conforming goods returned during the warranty period

All Other Goods: Seller warrants only title to the goods sold to Buyer. All other warranties are those extended by the product manufacturer. Seller assigns to Buyer any and all manufacturing warranties and will assist Buyer to obtain repair, replacement, or other applicable remedy for a breach of warranty made known to Seller during the warranty period.

Services: Seller warrants that all Services provided by Seller shall be performed in a professional and workmanlike manner with qualified personnel.

Warranty Exclusions: These warranties shall be void if there has been misuse, accident, modifications, unsuitable physical or operating environment, improper maintenance, storage or installation of the goods.
SELLER DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR USE OR A PARTICULAR PURPOSE EVEN IF KNOWN BY SELLER. SELLER MAKES NO REPRESENTATION, WARRANTY, OR PROMISE THAT THE PRODUCTS OR SERVICES WILL CONFORM TO ANY APPLICABLE LAWS, ORDINANCES, REGULATIONS, CODES OR STANDARDS, INCLUDING BUT NOT LIMITED TO LOW LEAD OR LEAD FREE LAWS OR REGULATIONS, EXCEPT AS SPECIFIED AND AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER. EXCEPT IN THE EVENT OF DAMAGE CAUSED BY SELLER'S NEGLIGENCE, UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES CLAIMED BY BUYER OR ANY THIRD PARTY RELATED TO A BREACH OF WARRANTY OR ANY OTHER NON-CONFORMITY OF THE GOODS OR SERVICES.

X. INDEMNIFICATION

Each party (“Indemnitor”) shall indemnify and hold harmless the other party and its employees, officers, directors, and agents (each an “Indemnitee”) from any suit, cause of action, judgment or claim (“Claim”) for damages to property or bodily injury, loss of life, infringement, liability of any nature, costs, or expenses, including reasonable attorney fees (“Damages”) to the extent caused directly by the negligent act or omission or intentional misconduct of the Indemnitor. Indemnification shall not apply to Damages proximately caused by the negligence of the Indemnitee.

XI. INSURANCE

Seller shall maintain all insurance as required by law and shall not allow such coverage to lapse. Seller agrees to maintain Worker's Compensation coverage as required by applicable state law, $2 million per occurrence and $4 million aggregate in commercial general liability, including product liability coverage, and $5 million in automobile liability coverage. All such coverage can be met through a standard, umbrella, or any combination of policies thereof. Upon request of Buyer, insurance coverage and these limits shall be evidenced by a Certificate of Insurance naming Buyer as an “Additional Insured”, on a primary and non-contributory basis in support of the indemnity obligations under these Terms and Conditions of Sale utilizing the equivalent of the CG2010 04/13 and the CG2037 04/13. Seller is not bound to pay any premium or other fee to an OCIP or CCIP type insurance program. Unless expressly provided in Seller's quotation to Buyer, payment and performance bonds are not to be provided by Seller

XII. LIMITATION OF LIABILITY

Except as set forth in Section 9(D), neither Party shall be liable to the other for special, incidental, consequential, punitive, statutory, or indirect damages, including but not limited to loss of profits, revenues, capital, business opportunity or downtime costs, arising out of the sale of goods to Buyer. This limitation shall apply regardless if the claimed damages arise from breach of contract, breach of warranty, tort, strict liability or any other legal theory

XIII. SEVERABILITY

These Terms and Conditions of Sale will be construed as if prepared jointly by the parties hereto and any uncertainty or ambiguity will not be interpreted against any one party. If any provision contained in these Terms and Conditions of Sale is held to be unenforceable then such provision will be given effect in such reduced form as may be decided by a court of competent jurisdiction, provided that, if any provision should be declared unenforceable or invalid for any reason, such unenforceable or invalid provision will be severed from the remainder of these Terms and Conditions of Sale without affecting the enforceability or validity of the remaining provisions.

XIV. NON-WAIVER

The failure of either Seller or Buyer 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 right or remedies of Seller or Buyer, 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 the waiving party

XV. DISPUTE RESOLUTION

The parties shall attempt in good faith to resolve promptly any dispute arising out of or relating to these Terms and Conditions of Sale by negotiation between executives who have authority to settle the dispute. The executives must be at a higher level of management than the persons with direct responsibility for administration of these Terms and Conditions of Sale. If a dispute cannot be resolved by negotiation then either party may bring a legal action in accordance with Section 16 of these Terms and Conditions of Sale.

XVI. GOVERNING LAW

All disputes related to or arising out of Buyer's order are governed by the laws of the jurisdiction where the goods are delivered. Any legal action related to or arising out of Buyer's order shall be brought in the relevant state or federal court in such jurisdiction and any right to object to such venue or to assert the inconvenience of such forum is waived. The United Nations Convention on Contracts for the International Sale of Goods, and any successor thereto, shall not apply.

Your continued use of this Site constitutes acceptance of the terms of this Agreement.

Terms of Use

Agreement between User and Fergusonrepairparts.com.

BY USING THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS, CONDITIONS AND NOTICES IN THIS AGREEMENT.

This Website is offered to you by Fergusonrepairparts.com, Charleston, SC on the condition that you accept the terms, conditions, and notices contained on this page and on other pages of this Website. YOU AGREE TO READ THESE TERMS, CONDITIONS AND NOTICES CAREFULLY BEFORE USING THIS WEBSITE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS WEBSITE. Fergusonrepairparts.com reserves the right to change the terms, conditions and notices under which this Website is offered at any time at its sole discretion.

Personal and Non-Commercial Use

This Website is for your personal, non-commercial use. You may view and download information on this Website for your own personal use as long as you maintain all copyright and other notices contained in or associated with the content. You may not copy, reproduce, modify, distribute, publish, transmit, transfer, sell, license, display, perform or adapt any information obtained from this Website or use the information for any public or commercial purpose

Unlawful and Prohibited Use

You warrant to Fergusonrepairparts.com that you will not use this Website for any purpose that is unlawful or prohibited by the terms, conditions or notices in this Agreement and on this Website

Prohibited Activities

If this Website contains chat areas, forums, communities, bulletin board services, news groups, e-mail service or other message or communication facilities, you agree not to use the Website to:

Post or otherwise transmit any communication or material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, disruptive to the site, hateful, or racially, ethnically or otherwise objectionable
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Website
Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "SPAM," "chain letters," "pyramid schemes," or any other form of solicitation except as otherwise expressly authorized in writing by Fergusonrepairparts.com.
Disrupt or interfere with the operation of the Website or any servers or networks connected to the Website service.
Violate any applicable local, state, national or international law.
Collect or store personal data about other users.

Access Restriction

Fergusonrepairparts.com may, in its sole discretion, deny any user access to this Website or any portion of the site without notice.

Indemnity

You agree to indemnify and hold Fergusonrepairparts.com, its advertisers and any other third parties mentioned on this site harmless from any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees) which arise out of, are connected with or directly relate to your wrongful or unlawful use of this Website or any breach of any representation or warranty made by you in this Agreement.

Use of Information and Messages

Fergusonrepairparts.com.. may use and disclose any information and material received from you, or collected through your use of the site, for any lawful reason or purpose. By posting messages or engaging in other communication to the Fergusonrepairparts.com Website, you grant to Fergusonrepairparts.com a perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to use, download, copy, reproduce, modify, distribute, publish, transmit, transfer, sell, license, display, perform, adapt and otherwise exploit such communication in all media now known or hereafter devised. You waive all rights to any claim against Fergusonrepairparts.com for any alleged or actual infringement of any proprietary, privacy, publicity, moral or attribution rights in connection with such communication.

Links to Other Websites

This Website may contain links to other Websites operated by parties other than Fergusonrepairparts.com. The links are provided for your convenience only. Fergusonrepairparts.com does not control the other Websites and is not responsible for the content on such Websites. By offering links, Fergusonrepairparts.com is not implying that it endorses anything contained on such Websites or has any association with the operators of those Websites. If you access any links to other Websites, you do so entirely at your own risk.

Liability Disclaimer

Fergusonrepairparts.com., its advertisers and any other third parties mentioned on this Website make no representations about the reliability, accuracy, suitability or timeliness of the information, products or services contained on this Website. All information, products and services are provided "AS IS" without Warranty of any kind. Fergusonrepairparts.com, its advertisers and any other third parties mentioned on this Website hereby disclaim all Warranties and Conditions with regard to the information, products and services, including all implied Warranties and Conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Fergusonrepairparts.com, its advertisers or any other third party mentioned on this Website be liable for any direct, indirect, incidental, special, consequential, punitive or any other damages whatsoever. Without limiting the foregoing sentence, Fergusonrepairparts.com, its advertisers and any other third parties mentioned on this Website shall not be liable for any damages for loss of data, loss of profits, or loss of use in any way connected with the use or performance of this Website, the delay or inability to use this Website, or for any information, products or services obtained through this Website. Fergusonrepairparts.com, its advertisers and any other third parties mentioned on this Website shall not be liable for any such damages, whether based on contract, tort, strict liability or otherwise, even if Fergusonrepairparts.com has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of this Website or with any of these Terms of Use, your sole and exclusive remedy is to discontinue using this Website.

Relationship

Other than personally identifiable information, you acknowledge and agree that communications and transmission to and from the Fergusonrepairparts.com Website are not confidential. There is no confidential, fiduciary, contractually implied or other relationship created between you and Fergusonrepairparts.com other than as stated in this Agreement. You agree that no joint venture, partnership, employment or agency relationship exists between you and Fergusonrepairparts.com as a result of this Agreement or use of this Website.

General

This Agreement is governed by the laws of the United States and of the State of South Carolina. You consent to the exclusive jurisdiction and venue of courts in Horry County, South Carolina, U.S.A. in all disputes arising out of, or relating to, use of this Website. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of the terms, conditions and notices of this Website and this Agreement, including this paragraph. If you access this Website from outside the United States, you do so at your own initiative and are responsible for compliance with applicable local laws.

In the event any provision of this Agreement is determined to be invalid, illegal or otherwise unenforceable, such provision shall be deemed to have been deleted from this Agreement. The remainder of this Agreement shall remain in full force and effect according to its terms.

This Agreement contains the entire understanding and agreement of the parties with respect to the use of this Website. It supersedes all prior oral or written understandings and agreements relating to use of this Website. Fergusonrepairparts.com’s waiver of any provision of this Agreement shall not be deemed to waive it for the future.

Copyright and Trademark Notices

All contents, such as text, graphics, logos, icons, images, audio or video clips, software, site design and the selection and assembly of them, of this Website are Copyright © 2016 Fergusonrepairparts.com. All rights reserved. These contents are the sole property of Fergusonrepairparts.com.. Such property is protected by United States and International Copyright Laws. All rights not expressly granted in this User Agreement are reserved. Except as otherwise required by applicable law, any download, copy, reproduction, modification, distribution, publication, transmission, transfer, sale, license, display, performance or adaptation of the content is strictly prohibited. We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us

The Ferguson name and logos (referred to as "marks") on this Website are proprietary to Ferguson Enterprises, Inc. These marks may not be used in connection with any product or service other than Ferguson Enterprises, Inc. products or services. The marks may not be used in any manner that is likely to cause confusion among customers or potential customers of Ferguson Enterprises, Inc.. The marks may not be used in any manner that disparages or discredits Ferguson Enterprises, Inc. or in any manner not expressly authorized by Ferguson Enterprises, Inc.

All other company names, brand names, product names, and service names used on this Website are trade names, service marks, trademarks, or registered trademarks if their respective owners.

Linking to this Website

We encourage linking to the Fergusonrepairparts.com Website. All we ask is that you notify us and comply with the following:

Do not frame or border the Fergusonrepairparts.com Website in any way.
Do not copy, mirror or otherwise duplicate the Fergusonrepairparts.com Website content.
Do not imply any endorsement by Fergusonrepairparts.com.
Do not provide false or misleading information about Fergusonrepairparts.com.
Do not misrepresent any relationship with Fergusonrepairparts.com.
Do not link to the Fergusonrepairparts.com Website if your Website contains content that could be considered offensive, inappropriate or unsuitable for viewers of any age.
Do not link to the Fergusonrepairparts.com Website for the purpose of selling any products or services without prior written authorization from Ferguson Enterprises, Inc.

Revised November 12, 2016