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Terms and Conditions


GENERAL:  This agreement is constituted by and between South East Switchgear, LLC (“Seller”) and the buyer (“Buyer”) for the sale of goods supplied and services performed and are subject and limited to these Terms and Conditions (“Terms”).  By entering into a Sales Order, Buyer hereby agrees to be by bound by and abide with the Terms. The Sales Order and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.  These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

 

PRICESSeller’s prices are based on pricing by the Original Equipment Manufacturer (“O.E.M.”) adjusted to the condition of product and current market trends and are subject to change without notice.  All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes.

 

CREDIT TERMSSeller accepts payment by cash, check, wire-transfer or credit card.  Credit terms are available with an approved credit application. If shipment is made on credit, unless otherwise expressly agreed, payment is due in full, thirty (30) days after the date of the invoice.  Buyer agrees (i) to pay a finance charge the lesser of an annual rate of 18% or the highest permissible rate under applicable law on all past due amounts; (ii) the invoice shall constitute an evidence of Buyer’s indebtedness to Seller for the purchase price and any finance charges due thereon; and (iii) to pay Seller’s cost and expenses, including reasonable attorney fees, in attempting to collect such indebtedness.  In addition to all other remedies available at law or hereunder, Seller shall be entitled to suspend the delivery of any goods if Buyer fails to pay any amounts when due hereunder.

 

CUSTOMER INFORMATIONSeller collects and may store personal information about Seller’s customers provided to Seller via phone, online account setup, and email.  Information gathered includes: name, mailing address, e-mail address, phone number, credit card or other payment information, and company information.  This information is used to properly quote, confirm, and process your order.  Periodically, Seller will mail, email or call you with information about Seller’s product and service offerings.  If at any time, you would like to stop receiving this information from Seller and its affiliate companies, please contact Seller directly at 877-343-6490.

 

SALES TAXSeller is required to charge applicable Alabama state and local tax on all items sold to customers in AL, unless a tax exempt certification is provided prior to the sale. Taxes will not be refunded if exemption status is not on file prior to the sale. Out of state customers are exempt from sales tax if they do not have a place of business in Alabama; however, they are subject to sales tax on orders shipped to locations within AL.

 

SHIPPINGAll material is quoted FOB Seller’s plant in Birmingham, AL (“Delivery Point”) and title, risk of loss or damage shall pass to Buyer upon shipment.   Shipping insurance must be requested by Buyer at time of sale.  Shipping, handling and insurance charges will be billed to Buyer on the original invoice.  Buyer may arrange for shipment through a carrier selected by them with the costs billed directly to their account.  Packing and handling fees may still apply.  The goods will be delivered within a reasonable time after the receipt of a signed Sales Order, subject to availability. Seller shall not be liable for any delays, loss or damage in transit.  Any liability of Seller for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or adjusting the invoice respecting such goods to reflect the actual quantity delivered. 

 

LIMITED WARRANTYAll new and rebuilt equipment sold by Seller is warranted for a period of twelve (12) months (unless otherwise stated) from the date of shipment, to operate under normal load, usage conditions, and with proper supervision.  This warranty does not apply to ‘as is’ products.  Seller will provide to Buyer the remedies set forth in “Remedies for Defective, Nonconforming or Returned Goods”.  This limited warranty does not apply and Seller is not responsible in the event of (i) alteration, repair, replacements of the goods without Seller’s written consent or (ii) improper or faulty storage, use, maintenance or installation of the goods.  The limited warranty provided herein will be null and void if items are not paid for in accordance with the Agreement.  EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.  SELLER MAKES NO WARRANTY CONCERNING COMPATIBILITY OF THE PRODUCTS WITH OTHER EQUIPMENT.

 

LIMITATION OF LIABILITY:  IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.

 

RETURN POLICY: Product may not be returned unless authorized by Seller’s customer service department with a Returned Goods Authorization (RGA) number.  Returns must be made within 30 days of the date of the delivery to the Delivery Point, are subject to a 20% restocking charge, and are at Buyer’s expense and risk of loss until received by Seller, FOB Delivery Point.  Seller will have no responsibility for products returned without an RGA number, or which are not packaged to the carrier’s insurance specifications.  For properly returned goods, Seller will provide Buyer with the remedies set forth in “Remedies for Defective, Nonconforming or Returned Goods”. 

 

REPAIR POLICY:  Any repairs requested by Buyer must be authorized by Seller’s customer service department with a Repair Order (RO) number. Seller shall have no responsibility for products returned for repair without an RO number, or which are not packaged to the carrier’s insurance specifications.  Parts returned for repair must be FOB Delivery Point.

 

REMEDIES FOR DEFECTIVE, NONCONFORMING OR RETURNED GOODS:  Seller may, in its sole discretion, (i) replace defective, nonconforming or returned goods with repaired or conforming goods, or (ii) credit or refund the price for such goods.  Buyer acknowledges and agrees that the remedies set forth in this section are Buyer's exclusive remedies for the delivery by Seller of defective or nonconforming goods or the return of goods by Buyer.

 

INDEMNIFICATION:  Buyer shall indemnify and hold Seller and its affiliates, subsidiaries, directors, officers, employees, independent contractors, shareholders, successors, assigns and third party-vendors harmless from and against any and all claims, demands, damages, loss of profits or revenue, downtime costs, and expenses (including attorney fees) filed or brought by any third party with regard to the goods purchased by Buyer.

 

Statute of Limitations: No claim may be asserted by either party against the other party with respect to any event, act, or omission for which a claim accrued more than two (2) years prior to such claim being asserted.

 

CANCELLATIONS:  Buyer may terminate an order (i) upon written notice to Seller prior to shipment by Seller and (ii) subject to a reasonable order termination charge.  Such reasonable order termination charge may include, but are not limited to, all costs associated with the order which have occurred up to the date of receipt of the written termination.

 

NOTICES:  All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Agreement.

 

GOVERNING LAW; JURISDICTION:  All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction).  Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the state courts in Birmingham, Alabama or the federal courts in Northern District of Alabama and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 

 

FORCE MAJEURE:  Seller shall not be liable to Buyer, nor be deemed to have breached this Agreement for any failure to deliver or for delay in delivery or performance due to fire, labor troubles, accidents, acts of civil or military authorities, or from any other cause beyond Seller’s control. 

 

MISCELLANEOUS:  Any changes, supplements or amendments to these Terms must be agreed to in a written document signed by both Seller and the Buyer.  No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Agreement is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.  This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.  If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement, including but not limited to Limited Warranty, Limitation of Liability, Indemnification, Remedies for Defective, Nonconforming or Returned Goods and Statute of Limitations.

 PRODUCT DEFINITIONS: Seller sells products under the classifications of; New, New Surplus, Unused Surplus, Reconditioned and As-Is.

 

New - The product was purchased through the manufacturer's normal distribution network. The product is in its original factory packaging and is subject to the manufacturer's warranty.

New Surplus - The product has not been put into service and is in the original factory packaging. The product has been purchased through sources other than the manufacturer's normal distribution network. The product is not covered by the original manufacturer's warranty.

Unused Surplus - The product has been inspected and determined to be "unused". The product may or may not be in the original manufacturer's packaging materials. The product is not covered by the original manufacturer's warranty.

Reconditioned - The product was used previously and has undergone reconditioning. Products are cleaned, lubricated, and reassembled to operate under normal usage conditions.  A product that has been installed as a component of an electrical or mechanical system that has been energized but not put into service will be considered "Reconditioned".

As-Is - The product has been used previously or is in otherwise unknown condition. The product is not covered by any manufacturer’s warranty or by Seller.

                                                                                                                                                                                  

QUALITY STANDARD:  Seller does not knowingly buy or distribute “Counterfeit Products” or products which have been modified other than to conform to the O.E.M. quality standards.  Seller takes strong measures to insure the authenticity of the materials Seller sells through a rigorous quality control inspection process.  Seller makes every effort not to accept from or sell through other vendors; counterfeit, relabeled or misrepresented product and to ensure that O.E. M. quality standards are met.

 

DISCLAIMER: Seller is affiliated with PEARL (Professional Electrical Apparatus Recyclers League), EASA (Electrical Apparatus Service Association), UL (Underwriters Laboratories), NFPA (National Fire Protection Association), NDA (National Demolition Association), NETA (National Electrical Testing Association), and BBB (Better Business Bureau).

 

Seller is an authorized distributor of Boltswitch, Cummins, Dongan, Martek, Motortronics, Sola Hevi-Duty and Weg products.

                                               

Seller is not an authorized distributor for Allen Bradley, Asea Brown Boveri, Bryant, Bussmann, Cutler Hammer, Federal Pacific American, Fuji, Furnas, General Electric, Gould, ITE, Klockner-Moeller, Mitsubishi, Siemens, Sorgel, Square D, Stromberg, Sylvania, Thomas & Betts, Westinghouse, Zinsco or any other manufacturer not listed above.

                                                                                                                                  


South East Switchgear, LLC



             (October 2013)