Invoice W.E.C.S. Electric Supply, Inc. dba WECS Renewables
November 2024
DEFINITIONS
- “Customer” means the buying person or entity specified on the order, its successors and permitted assigns.
- “Seller” means W.E.C.S. Electric Supply, Inc. dba WECS Renewables unless otherwise set forth on the Order.
- “Order” means the purchase order issued by Customer to Seller for the purchase and/or use of the Products and/or services.
- “Products” means the products, materials, or goods described in an order, including Special-Order Products.
- “Special-Order Products” means any product that the seller purchases on behalf of the customer that may be custom, modified or otherwise nonsalable by Seller to other customers.
1.TERMS AND ACCEPTANCE. Any sale of products ("Products") detailed on Seller’s invoice is subject to and expressly made conditional on (i) the terms and conditions set forth on the front of the invoice and (ii) on the terms and conditions set forth herein, which terms and conditions are incorporated by reference into the invoice as though an original part thereof, and, as so incorporated, constitute the entire agreement ("Agreement") between Seller and the Customer identified on the front of the subject invoice. Any additional and/or different terms proposed by Customer are expressly rejected and shall not be binding on Seller unless expressly accepted in writing by Seller’s authorized representative. Unless otherwise agreed to by the parties in writing, in the event of conflict, the terms and conditions of this Agreement take precedence over any Customer terms and conditions. Any Order for Products shall constitute acceptance of this Agreement
2.PAYMENT. Payment terms are NET 30 days from invoice date. Extension of trade credit is subject to Seller's approval, which is in Seller's sole and absolute discretion, and may be revoked at any time in Seller's sole discretion. Orders from a Customer with accounts that are 30 days overdue will be accepted only on a C.O.D. basis or other suitable payment at time of order until credit is reestablished to Seller's satisfaction. Seller may cancel or delay future deliveries of the Product in the event that Customer fails to make prompt payment or if, in Seller's sole determination, the financial condition of Customer or other grounds for insecurity warrant such action. Customer grants to Seller a purchase money security interest in all the Products detailed on the front of the invoice delivered to Customer, and the proceeds thereof. In the event of default, Seller has all rights of a secured party under the California Commercial Code. Seller may execute and file a financing statement and other security instruments to perfect its security interest. All published prices are subject to change without notice.
3.FINANCE CHARGES AND CHECK FEES. In the event that Customer fails to make timely payment or delivers payment by check that is ultimately returned unpaid (each of which shall be considered a material breach of this Agreement), Seller will incur additional costs, arising from servicing the account and loss of use of the amounts due, that are difficult or impossible to determine. Therefore, in addition to other remedies available under law or equity, invoices not paid within 30 days will be subject to a monthly finance charge calculated at the periodic rate of 1.5% of the unpaid balance from time to time outstanding, which rate is subject to change on 30 days’ notice, not to exceed the lesser of 18% per annum or the maximum amount permitted by applicable law. All returned checks are subject to a $25.00 per check service fee. Customer shall also pay all reasonable expenses incurred by Seller in connection with Customer’s breach herein, including without limitation, costs for repossession and/or fee collection (including attorney’s fees) as applicable.
4.PRICE. Prices on Seller’s website, catalogs or in Seller quotes are subject to change without notice. Unless otherwise extended in writing by Seller, all prices on a Seller quote will expire and become invalid upon the expiration date stated therein, provided however, Seller reserves the right to update its quote or price in the event of an increase in tariffs, levies, duties, freight or importation cost, supplier pricing, or a material exchange rate fluctuation. Customer shall be responsible for all existing and future taxes, duties, fees, and other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales and use, stamp, storage, tariffs, transfer, turnover, value-added taxes ("VAT"), or other similar taxes, and any and all items of deficiency, penalty, addition to tax, interest, or assessment related thereto), imposed or assessed by any governmental authority in connection with the sale of the Products (“Customer Taxes”). Seller’s prices do not include any Customer Taxes; therefore, if any such taxes are applicable, they will be added to the invoice for the Products.
5.PERFORMANCE. Seller will diligently proceed to fill Customer orders for Products in a timely manner, except for delays occasioned by factors that are beyond Seller's control, not reasonably foreseeable, or initiated by Customer. Items not shipped are placed on back order and will be shipped as soon as available subject to the price in effect at time of shipment. The Product is delivered when such item is received at the place of destination named in the Order (“Delivered”). The “Delivery Date” for any Product is defined as the date on which such item is Delivered. Customer must report all discrepancies in Product deliveries, shortages, or erroneous charges to Seller within 5 days of the Delivery Date, otherwise the Products and amounts charged are deemed accepted. Use of the Products constitutes acceptance.
6.LIMITATION OF LIABILITY. IN NO EVENT WILL SELLER, ITS AFFILIATES, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESAND AGENTS, BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT OR RESULTING FROM ANY BREACH OF WARRANTY, OR UNDER ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOST PROFITS, SAVINGS OR DATA, DOWNTIME, LOSS OF GOODWILL, OR DAMAGE TO OR REPLACEMENT OF EQUIPMENT OR PROPERTY. SELLER IS NOT RESPONSIBLE FOR CLAIMS BY THIRD PARTIES. IN NO EVENT WILL SELLER'S LIABILITY FOR DAMAGES FOR ANY ORDER, IF ANY, EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS.
7.INDEMNITY. Customer assumes full and complete responsibility for all uses and/or applications of the Products, and agrees to indemnify, defend, and hold Seller, its affiliates, successors and assigns and their respective officers, directors, employees and agents harmless from and against any and all liability, damages, losses, claims, demands, actions, causes of action, costs, including attorneys' fees, and expenses, resulting from death or injury to any person, damage to any property (including any Products after it is Delivered), or any other alleged damages arising out of and/or resulting from Customer’s possession, useand/or application of the Products.
8.MISCELLANEOUS. This Agreement is governed by, and will be interpreted and enforced under, the internal laws of the State of California (irrespective of its choice of law principles). Any suit to enforce this Agreement may be brought only in the federal and state courts located in Riverside County, California, and such courts have exclusive in persona jurisdiction and venue with respect to such party. In any action to enforce or interpret this Agreement, the prevailing party is entitled to recover, as an element of the costs of suit, and not as damages, reasonable attorneys' fees to be fixed by the court (including, without limitation, costs, expenses, and fees on any appeal). If any provision of this Agreement is held to be invalid or unenforceable, it shall be enforced to the extent permissible, and the remainder of the Agreement shall remain in effect. Seller's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such right.
9.DEFECTIVE PRODUCT: In the event that any of the Products are defective in workmanship or material, Seller will, at its election and in its sole discretion, attempt to obtain from the manufacturer thereof, in accordance with the customary practices of the manufacturer, the repair or replacement of the subject Product. However, the Customer is ultimately responsible for pursuing any remedy that Customer may have with respect to the breach of any manufacturer warranty. In no event shall Seller be liable for accessing, retrieving, removing or decontaminating defective Products or for reinstalling repaired or replacement Products, or for any costs, damages, or losses incurred in connection with any of the above operations.
10.SHIPMENT:Shipping/freight will be F.O.B. at a Seller warehouse plus charges for all freight costs, and any special packaging or handling required by Customer, unless otherwise agreed to in the quotation/Estimate/Sales Order. Risk of loss passes to Customer when the Product is loaded on the first means of carrier transport to fulfill an Order. In the absence of specific instructions, Seller may select the carrier; provided, however, the carrier is not an agent of Seller and Seller disclaims any and all responsibility and/or liability for any such carrier actions. Seller reserves the right to make partial shipments. The Customer shall be solely responsible for and shall be required to maintain insurance to cover any risk of loss to the Products once risk of loss passes to the Customer. Special-Order products shall be listed by the Seller on all quotes, orders, and invoices. Special-Order products are non-cancellable and non-returnable.
11.INSPECTION Customer retains the right to receive and audit all shipments for accuracy in material and quantity. All discrepancies must be submitted to Seller in writing within 5 days of the Delivery Date. Customer assumes all risks for any discrepancies reported outside of the 5 day inspection window. Seller shall make all reasonable efforts to correct reported discrepancies.
12.RETURNS Items may be returned for credit only with Seller's prior written approval. All returns require an RMA to be issued prior to being returned. Complete and accurate RMA documentation is a condition precedence to acceptance of any returned Products and Seller retains the sole discretion to refuse a return without such documentation. Returned products must be in new re-sellable condition including accessories as provided, in all original undamaged manufacturers packaging. All returns are subject to a cancellation and restocking charge plus payment of all freight charges. Special-Order Products may not be returned. No return of any Product shall be accepted thirty (30) days after the Delivery Date of such Product unless otherwise agreed to by Seller in writing. Seller reserves the right to refuse return of any Products not in conformity with the return process/requirements of this section.
13.DISCLAIMER OF WARRANTY: Seller is a distributor/reseller of the Products of others; therefore, unless otherwise agreed to in writing by Seller, all Products shall carry only the warranty provided by the manufacturer of such Products (“Manufacturer”) and Seller gives no warranty for such Products. Seller may assign any (if applicable) warranties provided by the Manufacturer to Customer. The Product is being conveyed “AS IS”, “WHERE IS” and Seller is not responsible for damages or liabilities arising or relating to the installation, storage, maintenance or use of the Product and Seller disclaims all express or implied warranties, including warranties of merchantability or fitness for particular purpose. The Customer shall utilize the Manufacturer’s warranty solely for any warranty protection and coverage related to the Product and is acquiring the Product based upon Customer’s inspection of that property. Seller will reasonably assist customers in obtaining warranty information from the manufacturers and/or service upon request. In no event shall any Product warranty extend beyond the standard manufacturer’s warranty for the Product the term of which shall commence on the Delivery Date.
14.FORCE MAJURE EVENT To the extent delays are caused by unforeseeable and unavoidable events that prevent Seller from fulfilling its obligations herein, and Seller provides written notice of such delay within three (3) days of the occurrence of the event, Seller shall not be held liable for failure of or delay in performing its obligations under this agreement if such failure or delay is the result of an act of God, such as earthquake, pandemic, hurricane, tornado, flooding, or other natural disaster, or in the case of war, action of foreign enemies, terrorist activities, riot, labor dispute or strike, government sanction, blockage, embargo, or failure of electrical service. Unless Seller fails to comply with the notice requirement herein, such delay will be an Excusable Delay.
15.CONFIDENTIALITY. The Customer undertakes to maintain, for an indefinite period, confidentiality of any and all information or documents that they have access to as a result of this Agreement. The Customer may not disclose or make known to third parties, except for their employees and/or agents who, as a result of the activities with respect to his Agreement, require access, and the Customer is responsible for informing them of the obligation of confidentiality imposed herein, under penalty of civil and criminal liability for breach of confidentiality, even if through an agent and/or employee. In the event that the Customer receives a summons, subpoena or any court order requesting confidential information of Seller, the Customer shall notify Seller, and is otherwise authorized to comply with such request, to the extent required by applicable law. The information disclosed by Seller to Customer hereunder or to representatives or agents of Customer will only cease to be considered confidential information if it is proved that such confidential information: (i) was in the public domain before receipt by Customer; (ii) became part of the public domain after receipt by the Customer, for reasons not attributable to the Customer's own omission or negligence; or (iii) was in the possession of the Customer before the date of signature of this Agreement.
16. TERMINATION: Seller may terminate this Agreement due to Customer’s default if: (a) any proceeding is brought against Customer, voluntarily or involuntarily, under applicable bankruptcy or insolvency laws, or if Customer is unable to pay its debts when due, to the extent permitted by Applicable Law; (b) the Customer commits a material breach of the Agreement, and fails to cure the breach within five (5) days of notice; or (c) Customer terminates an Order after Seller has initiated fulfilment of such Order and has incurred costs therefrom. In the event of a termination by Seller pursuant to Customer’s default, Customer shall pay to Seller all costs and expenses incurred by Seller as a direct result of such termination.
17. INSURANCE: In support of Customer’s indemnity obligations hereunder, Customer shall procure and maintain, at its sole expense, insurance policies meeting the following requirements: (i) Workers Compensation/Employer's Liability as per Applicable Law; (ii) Comprehensive General Liability: Combined Single Limits for Bodily Injury and Property Damage $2,000,000.00 per occurrence and $4,000,000.00 in the aggregate, which may be satisfied through a combination of underlying and excess coverages. Customer shall include Seller as an additional insured under its General Liability policies, which shall be primary, shall receive no contribution from any insurance policies maintained by or on behalf of Seller, and shall contain a waiver any right of subrogation against Seller. Upon request, Customer shall provide Seller its insurance certificate evidencing the aforementioned limits and terms of insurance.
