Terms of Sale
Last Revised: 05/16/2016
BEYONDSHELVING STANDARD TERMS AND CONDITIONS
A. SALES POLICY FOR PRODUCTS
1. Wholesale Only
BeyondShelving.com ("BeyondShelving") sells its complete offering wholesale to business customers, while also serving individuals.
Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should check online at www.BeyondShelving.com for current pricing. Export orders may be subject to other special pricing. BeyondShelving reserves the right to accept or reject any order.
3. Sales Tax
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.
4. Payment and Credit Terms
BeyondShelving accepts cash, checks, money orders, Visa, MasterCard, and American Express. For customers with established BeyondShelving credit, payment terms are net thirty (30) days from the date of shipment of products. All credit extended by BeyondShelving and the limits of such credit, is at BeyondShelving's sole discretion, and may be reduced or revoked by BeyondShelving at any time, for any reason. As a condition for the continued extension of credit, customer agrees to provide BeyondShelving with current credit information and the latest annual financial statement within five (5) business days following request by BeyondShelving. BeyondShelving reserves the right to charge a convenience fee for late payments. BeyondShelving further reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions identified in Section III. All payments must be made in U.S. dollars. BeyondShelving has the right of set-off and deduction for any sums owed by the customer to BeyondShelving.
If the customer fails to make payment within thirty (30) days of shipment, or fails to comply with BeyondShelving's credit terms, or fails to supply adequate assurance of full performance to BeyondShelving within a reasonable time after requested by BeyondShelving (such time as specified in BeyondShelving's request), BeyondShelving may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.
Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to BeyondShelving proper authorization necessary for BeyondShelving to request any financial information from third parties.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer's subsidiaries and affiliates purchasing from BeyondShelving are jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
5. Security Interest
Customer hereby grants to BeyondShelving a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to BeyondShelving. Customer agrees to file, and it permits and authorizes BeyondShelving to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of BeyondShelving's lien or security interest.
6. Credit Balance
Customer agrees that any credit balance(s) issued by BeyondShelving will be applied to customer's account within one (1) year of its issuance.
B. FREIGHT POLICY
Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. BeyondShelving charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. BeyondShelving covers shipping and handling for standard ground delivery for orders over US $50 before tax and freight (including any backorders). COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, air freight, freight collect, export orders, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.
C. PRODUCT WARRANTY POLICY
1. SATISFACTION GUARANTEE TO ALL CUSTOMERS
Customer should contact BeyondShelving if not satisfied with a product for any reason. BeyondShelving will promptly provide an exchange or refund if the product is returned within 15 days of delivery, in its original packaging and with proof of purchase from BeyondShelving.
2. LIMITED WARRANTY FOR BUSINESSES.
A. ALL PRODUCTS SOLD ARE WARRANTED BY BEYONDSHELVING ONLY TO CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE.
B. BEYONDSHELVING WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM BEYONDSHELVING, UNLESS OTHERWISE STATED. PROVIDED THAT BEYONDSHELVING ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, BEYONDSHELVING MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE BEYONDSHELVING LOCATION, AS DESIGNATED BY BEYONDSHELVING, SHIPPING COSTS PREPAID. BEYONDSHELVING'S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
3. WARRANTY DISCLAIMER.AND LIMITATIONS OF LIABILITY TO ALL CUSTOMERS.
EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY BEYONDSHELVING. BEYONDSHELVING DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. BEYONDSHELVING ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. BEYONDSHELVING EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. BEYONDSHELVING'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
4. Warranty Product Return.
Before returning any product, customer shall contact BeyondShelving by logging on to www.BeyondShelving.com, clicking on the "Contact Us" link at the top of the page, then clicking on the "Email us" link and provide the date, the original invoice number, the stock number, and a description of the defect; or (iii) call Customer Care at 1-800-794-4140, and provide the date, the original invoice number, the stock number, and a description of the defect. Proof of purchase is required in all cases.
5. Manufacturer's Warranty.
For information on a specific manufacturer's warranty, please contact BeyondShelving at 1-800-794-4140.
6. Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. BeyondShelving does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does BeyondShelving accept responsibility for construction, installation and/or use of a product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
7. Cross-Reference Information.
Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine suitability of the product for customer's intended use.
1. Catalog/Website Information.
BeyondShelving is a distributor of products and information about the products in the BeyondShelving catalog or web site is provided by the manufacturers and/or suppliers. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any BeyondShelving catalog, literature or websites does not constitute the right to purchase products. BeyondShelving reserves the right to revise publishing errors in its catalogs or any of its websites.Despite our efforts, occasional pricing errors may occur in the BeyondShelving catalogs and websites. BeyondShelving reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from BeyondShelving.
2. Product Substitution.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
3. Material Safety Data Sheets.
Material Safety Data Sheets ("MSDS") for OSHA defined hazardous substances are supplied by the manufacturers and/or suppliers. BEYONDSHELVING MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION IN ANY MSDS. CUSTOMER END USER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT. Send MSDS requests to BeyondShelving 180 North Stetson Ave. Suite 3500 Chicago, IL 60601
4. California Proposition 65.
The State of California requires that certain warnings be given concerning products which contain chemicals subject to Proposition 65. A complete list of Proposition 65 regulated chemicals is available at www.oehha.ca.gov. For identification of products which contain a chemical subject to Proposition 65, go to BeyondShelving.com. Applicable Proposition 65 warning(s), (see below) are provided directly on the BeyondShelving.com product page and upon product purchase. Warning: This product contains a chemical known to the State of California to cause cancer. Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.
E. GENERAL TERMS
1. Electronic Data Interchange.
If BeyondShelving and customer mutually agree to use an Electronic Data Interchange ("EDI") system to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. BeyondShelving and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by BeyondShelving regarding EDI purchases made by customer shall be deemed to be conclusive.
2. Third Party Payment Provider.
If customer elects to use a third party payment system provider ("Third Party Provider") and BeyondShelving is charged fees by the Third Party Provider, BeyondShelving reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
3. Intellectual Property.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights ("IP") reserved by BeyondShelving, or any IP owned by manufacturers and/or suppliers to BeyondShelving. All materials contained in BeyondShelving catalogs or on its web sites are subject to the ownership rights of BeyondShelving and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of BeyondShelving or its manufacturers and/or suppliers without BeyondShelving's permission.
4. Independent Contractors.
BeyondShelving and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate BeyondShelving in any manner, nor may customer represent to anyone that it has the right to do so.
5. Custom Product.
BeyondShelving may offer products manufactured or assembled to customers specifications ("Custom Product(s)"). BeyondShelving is not responsible for verifying or confirming the accuracy of specifications provided by customer to BeyondShelving for Custom Products. BEYONDSHELVING'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION I.C.3 ABOVE. All Custom Products are sold on a "FINAL SALE" basis only, and no cancellations, returns, refunds or credits are allowed.
All product order cancellations, if not prohibited above, must be approved by BeyondShelving, and may be denied or subject to restocking fees and other charges.
7. Product Return by Business Customers.
Product returns by business customers, if not prohibited above, must be made within fifteen (15) days from date of purchase, unless otherwise indicated. Business customer should go to www.BeyondShelving.com\returns for instructions. BeyondShelving does not take title to returned products until the item is received by BeyondShelving at the applicable return location. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by BeyondShelving.
8. Materials of Trade.
Customer represents that if it is purchasing products as its "materials of trade," as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of customer's business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by customer.
9. Force Majeure.
BeyondShelving shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of BeyondShelving in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of BeyondShelving. Any actual or attempted assignment without BeyondShelving's prior written consent shall entitle BeyondShelving to cancel such order upon notice to customer.
11. No Third Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto. 13. Waiver, Choice of Law and Venue.
12. Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Illinois, excluding its conflict of law rules, and venue shall either be in the state courts in Cook County, Illinois or the federal courts for the Northern District of Illinois.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
14. Modification of Terms.
BeyondShelving's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt of BeyondShelving's acknowledgment, or from customer's acceptance of all or any part of the products ordered. No additions or modifications of BeyondShelving's terms and conditions by customer shall be binding upon BeyondShelving, unless agreed to in writing by an authorized representative of BeyondShelving. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in BeyondShelving's acknowledgment, BeyondShelving's fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by BeyondShelving of any of the terms and conditions contained herein or in BeyondShelving's acknowledgment.
15. Complete Agreement.
The terms and conditions in: (i) BeyondShelving's forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and BeyondShelving.