Shearer Supply Values
Here at Shearer Supply, Inc. ("Shearer Supply"), customer service and your satisfaction are our first priority. We commit to using quality products at consistently competitive pricing with on time, every time deliveries to guarantee "Customer Satisfaction." We appreciate your business and in order to deliver on our commitment to Customer Satisfaction, we need to detail the important terms governing your purchase of products from us (the"Terms of Sale").
1. Contract for the Sale of Goods
These Terms of Sale, combined with a completed Quote (together, the "Agreement"), establish the entire contract between Shearer Supply and you, the potential customer ordering products ("Customer") for delivery specified in the quote from your checkout (the "Quote") at www.shearersupply.com (the "Site"). Once an Agreement is accepted, it becomes an "Order." These terms are a binding agreement between Shearer Supply and Customer for purchase of the products listed in the Quote (the "Products").
2. Intellectual Property Rights
Customer will not use any of Shearer Supply's registered marks in connection with the Products purchased from Shearer Supply.
3. Placement of Order; Payment & Credit; Late Fees
The Customer accepts the terms of the Agreement by taking any of the following actions:
- Checking out at the Site,
- Paying for or agreeing to pay for the Products,
- Accepting Shearer Supply Products, or
- In the event terms of a Quote are not immediately accepted, the prices contained in that Quote may update to reflect the latest available amounts for each Product, which may be greater than or less than the prices initially presented to the Customer.
Any provisions contained in any of Customer-maintained purchase order, terms and conditions rider or similar document are expressly rejected by Shearer Supply and are not part of the Agreement. Payment must be made when the Customer checks out at the Site or the Customer must agree to make payment according to the credit extended to Customer by Shearer Supply, which is subject to ongoing review by Shearer Supply. Shearer Supply may, in its sole discretion, deem Customer's credit to be unsatisfactory and may require different payment terms on a case-by-case basis. Such varied payment terms may include payment in full before shipment of the Products. Shearer Supply has the right to apply any payment received to open charges on the Customer's account and all payments due and owing by Customer to Shearer Supply bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Customer has no right to set-off any amounts due to it from invoices related to this or any other Agreement between the parties.
4. Change Orders; "Rush" Delivery; Cancellation
If a Customer requires a change to an accepted Order, Customer will contact Shearer Supply by emailing email@example.com with details of the changes (a "Change Order"). Change Order requests (including a request for "Rush" delivery), will be accepted by Shearer Supply in its sole discretion and no Change Order is effective until accepted by Shearer Supply. Payment of fees for Change Orders is due upon acceptance of the Change Order by Customer.
Returns are accepted when an item is in the same condition as purchased and returned within 30 days of date of purchase. Shipping costs are not refunded. Returns received after 30 days of invoice date are subject to a 15% restocking fee. Returns are not accepted on special orders. Shearer Supply truck drivers are not allowed to return items unless prior approval has been received by the branch manager.
6. Shipping and Delivery; Risk of Loss
Prices stated are F.O.B. origin, freight prepaid to the destination specified in the order. Shearer Supply charges a shipping and handling fee on each order which is applied at the time of order and reflected on the Quote. Please be aware that other terms and conditions may apply for other than standard ground delivery, including without limitation, expedited delivery, tariffs, export orders, hazardous materials, or other terms that relate to special handling by the carrier. Any charges incurred related to shipment of Products, even if not specified in the Quote, will be the responsibility of Customer. Shearer Supply shall not be in breach of the Agreement for the delay in delivery resulting from the conduct of a third party, including its suppliers or shippers.
7. Product Acceptance; Returns; Remedy
- For shipments received with visible signs of damage: The Customer is responsible for clearly documenting damage on the delivery receipt. For goods delivered damaged, Customer's only recourse is to file a claim with the carrier.Customer should have the driver validate their documentation with a signature and keep a copy of the receipt with this documentation. Please note that Customer may also have the option of refusing to accept delivery.Customer should also report the damaged Product to Shearer Supply by email at firstname.lastname@example.org and include pictures taken at the time of delivery and a copy of the delivery receipt.
- For shipments received without visible signs of damage: Customer shall have five (5) business days from the date of delivery to inspect all Products received for damage. Products are deemed to have been delivered without damage and accepted upon the earlier to occur of:
- five (5) business days after receipt by Customer or any installation or attempted installation of the Products or material modification to the Products, unless Customer first notifies Shearer Supply in writing that the Products received are defective or damaged, and notifies Shearer Supply with documentation of the defect or non conformance. Customer may notify Shearer Supply by phone at 1-800-569-2659 or by email at email@example.com that the Products were received damaged or defective. When reporting a damaged Product, the Customer should include the Customer's name and contact information, the Order number, the specific Product that the Customer believes is damaged, proof of the defect(photograph or otherwise), and a reasonably descriptive statement of the damage.
- In the event the damage substantially and materially impairs the use of the Product, Shearer Supply may, in its sole discretion, provide shipping information that will allow the Customer to return the Products and:replace any damaged Products,reach an agreement with Customer as to a price adjustment, or terminate the Order and refund the purchase price paid by Customer for the Product that is damaged.These remedies are Customer's sole and exclusive remedies in the event of the delivery of Products that are damaged through no fault of the carrier.
- Returns of Non-Damaged Products: Products may only be returned with the approval of Shearer Supply. Special orders and non-stock items are subject to manufacturer's approval, terms & conditions and may be subject to restocking or freight fees. Any material returned to Shearer Supply must be in resalable condition and may be subject to a minimum twenty percent restocking fee.
8. Product Warranty Limitations and Exclusive Remedy
The sole warranty provided to Customer is the manufacturer's warranty for the Products, if one is provided by the manufacturer. Shearer Supply does not separately or independently provide any warranty of any kind on any of the Products and Shearer Supply is not responsible for any action taken by Customer that may void or otherwise invalidate the manufacturer's warranty.
In the event the Customer has a warranty claim, Customer shall submit any warranty claim directly to the manufacturer. Customer may also notify Shearer Supply in writing by sending a notice to firstname.lastname@example.org.
In the event Shearer Supply becomes aware of a recall or other Product warranty-related claim, Shearer Supply may contact Customer and provide details to them regarding the recall or warranty issue.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR CUSTOM, INCLUDING IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED BY SHEARER SUPPLY AND WAIVED BY CUSTOMER.
9. Limitation of Liability for Damages; Time for Bringing Claims
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 SHEARER SUPPLY BE LIABLE FOR:
- ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR SIMILAR DAMAGES SUCH AS LOSS OF USE, LOST PROFITS, ATTORNEYS' FEES OR DELAY DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY CUSTOMER'S BREACH OF THIS AGREEMENT;
- ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST THE MANUFACTURER; OR
- ANY AMOUNT EXCEEDING THE AMOUNT PAID TO SHEARER SUPPLY FOR PRODUCTS WHICH ARE SUBJECT OF SUCH CLAIM(S). ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR OF ACCRUAL OF A CAUSE OF ACTION. THE TERM "CONSEQUENTIAL DAMAGES" SHALL INCLUDE, BUT NOT BE LIMITED TO, LOST PROFITS, LOSS OF USE, LOST REVENUE, AND COST OF CAPITAL. THE ABOVE LIMITATIONS ON LIABILITY IS A MATERIAL PROVISION OF THE AGREEMENT.
The Agreement, including any other terms or agreements related to the Products, contains information that relates to Shearer Supply's operations and is protected from unauthorized use and disclosure,including Customer's disclosure to any other party. Customer agrees to maintain all terms of the Agreement in confidence and not to disclose any terms or other information related to the sale of Products to any other entity or unauthorized person without the written permission of Shearer Supply.
11. Force Majeure
Neither party shall be liable if its performance is delayed or made impossible or commercially impracticable due to acts of God, war, riot, fire, labor trouble, unavailability of materials or components,explosion, breakdown or accident, delay in transportation, plant shutdown, compliance with governmental requests, laws, regulations, order or actions, unforeseen circumstances, or causes beyond such party's reasonable control.
12. Governing Law, Jurisdiction and Venue
The Agreement shall be governed by and construed in accordance with the laws of the State of Texas without reference to the choice of law principles thereof. Both the Convention on Contracts for the International Sale of Goods and the terms of the Uniform Commercial Code, as adopted in any jurisdiction, are expressly excluded. Each party irrevocably submits to the jurisdiction of the Courts of the State of Texas and the United States District Court for the Eastern District of Texas and hereby waives, to the fullest extent it may effectively do so, trial by jury and the defense of an inconvenient forum to the maintenance of such action or proceeding.
Revised March 7, 2019