Terms of Sale
- Scope We, WorldWide Electric Services, Inc. (“Seller”) have offered to sell products and related services (“Products”); You (“Buyer”) have chosen to apply for this business account for your business use and to purchase merchandise and services under the terms of this agreement. Seller’s acceptance of any order is subject to Buyer’s consent to all of the terms of sale set forth herein. By placing an order, Buyer is entering into a binding agreement with seller, and agrees to be bound by all of the terms of sale set forth herein. Any agent who purchases products and related services on behalf of Buyer with prior written authorization provided to the Seller by the Buyer is warranted by the Buyer that such individual is an authorized representative of the Buyer’s company or entity with the right to bind such company or entity to these terms. Seller objects to and shall not be bound by additional or different terms, communicated in writing or otherwise, in any request, purchase order, or other communication from Buyer to Seller, unless specifically agreed to in writing and signed by and authorized agent of Seller, and only with respect to those products and related services covered by that signed document.
These Terms may be changed at any time, and from time to time, by Seller. in its sole discretion by providing notice that the Terms have been modified. Such notice may be provided by sending an email, or by posting the revised Terms on the Sites and revising the date at the end of these Terms, or by such other form of notice as determined by Seller. Buyer’s purchase of any Products following the posting of the revised Terms or other notice will constitute Buyer’s acceptance of such changes or modifications. Seller reserves the right to accept or reject any order in its sole discretion.
All products are subject to availability and Seller reserves the right to impose quantity limits on any order, or cancel all or part of an order.
- Pricing and Taxes Product prices are subject to verification, correction or change at any time with or without notice to Buyer. Prices do not include freight, handling fees, taxes, and/or duties (collectively, “Additional Fees”). To the extent Additional Fees are disclosed in quotations, such Additional Fees are estimates only. Market sensitive commodity products will be priced according to current market conditions. The purchase price for Products will equal the unit price multiplied by the quantity shipped. Any tax or other governmental charge upon the production, sale, shipment, transfer, consumption, or use of the Products that Seller is required to pay or collect from Buyer shall be paid by Buyer to Seller at the time of payment for the Product, unless Buyer furnishes Seller with exemption certificates acceptable to taxing authorities. Such amount shall be due whether or not included on the invoice. When placing an order, Buyer shall indicate which Products are tax exempt.
- Payment Payment of the purchase price for Products sold by Seller to Buyer shall be in the amounts set forth on invoices or order confirmations, and Buyer agrees to pay all charges in accordance with such amounts. Payments may be made by cash, ACH, a check drawn from a U.S. bank account, Collect on Delivery, Paypal, Zelle, or the following credit cards issued by a U.S. bank: Visa, MasterCard, or American Express, and such payments will be charged upon shipment of the Products. Payments made by credit card over $3000 in aggregate for a single invoice will incur a non-refundable 3% transaction fee. In the event Buyer has a Business Terms account, different or additional payment terms may be set forth in a purchase order or as otherwise mutually agreed to by the Parties, and such terms will govern.
- Title and Risk of Loss The purchase price for the Products is F.O.B. first point of shipment. Seller charges a shipping fee on each order which is applied at time of order and reflected on Buyer’s invoice. Receipts for shipping charges will not be furnished. Title to, and risk of loss of, the Products shall pass to Buyer upon delivery to the carrier at the F.O.B. shipping point. If the product is damaged in transit, Buyer’s only recourse is to file a claim with the carrier.
- Shipping Delivery and shipment dates indicated on acknowledgments of orders are estimates only and are not guaranteed. Such dates are subject to change due to, among other things, delay in Product availability and circumstances beyond Seller’s reasonable control. Seller will in good faith endeavor to ship Products or perform services by the estimated date. Seller shall have the right to make partial shipments. All changes in specifications or the shipping or performance date requested by Buyer will only be effective if set forth in a writing signed by Seller and Buyer, and where such changes affect Seller’s time or cost of performance, an equitable adjustment in estimated shipping/performance date or purchase price, or both, will be made. Seller will comply with minimum specifications packaging, loading and bracing requirements for the method of transportation. Shipment will be by a reasonable method of transportation determined by Seller in its sole discretion. Buyers with Business Terms accounts may be eligible to pick up Products at a designated location in lieu of shipment. If a Buyer elects to pick up a Product, Seller will hold the Product at the designated location for the period of time as set forth on the purchase order or order acknowledgment. If Buyer fails to pick up the Product within this period of time, Seller will return the Product to its warehouse and Buyer may be charged a restocking fee.
Shortages, Duty to Inspect on Receipt Buyer shall submit all claims for shortages in writing to Seller no later than seven calendar days after Buyer receives the Products; otherwise, such claims shall be waived.
- Warranty All Products are sold “as-is” without any warranty unless otherwise specified on the Product invoice. SELLER DISCLAIMS AND BUYER WAIVES, ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW (STATUTORY OR OTHERWISE) AND WHETHER OR NOT OCCASIONED BY SELLER’S NEGLIGENCE.
- Compliance and Product 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. Seller does not guarantee compliance or suitability of the Products it sells with any laws, codes or regulations, nor does Seller accept responsibility for construction, installation and/or use of a Product. It is the Buyer’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.
- Material Safety Data Sheets Material Safety Data Sheets (“MSDS”) for hazardous substances are prepared and supplied by the manufacturers of the Products. SELLER MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY BUYER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. BUYER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.
- Buyer Warranties Buyer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Buyer acknowledges that it is an independent contractor and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), a foreign political party or party official, or any candidate for foreign political office in connection with the purchase and resale of the Products ordered from Seller.
- Export Buyer understands that Products supplied by Seller may be subject to the jurisdiction of U.S. export controls and trade sanctions (and/or export control laws of other countries that may be applicable to the Buyer), and Buyer represents and warrants that it will not violate such export-related laws with respect to Products supplied by Seller. Buyer will indemnify and hold Seller harmless for any damages arising from such violations by Buyer. Buyer represents that the Products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable laws and regulations relating to the Product purchased by Buyer.
- LIMITATION ON BUYER’S RECOVERY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY SELLER OR THOSE THAT ARE NOT, SHALL BUYER BE ENTITLED TO RECOVER MORE THAN THE PRICE OF THE PRODUCTS PROVIDED HEREUNDER FROM SELLER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THESE TERMS BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY.
- LIMITATION OF BUYER’S DAMAGES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT, EITHER FOR PRODUCTS MANUFACTURED BY SELLER OR THOSE THAT ARE NOT, SHALL BUYER BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES FROM SELLER, FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS DELIVERED PURSUANT TO THESE TERMS BASED ON ANY THEORY OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR FOR PUNITIVE DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY PRODUCTS YOU PURCHASE FROM SELLER, OR FOR OUR FRAUD, GROSS NEGLIGENCE OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.
- Force Majeure Seller shall not be liable for any failure to perform its obligations under these Terms resulting directly or indirectly from, or contributed to or by acts of God, acts of Buyer, acts of terrorism, civil or military authority, fires, strikes or other labor disputes, accidents, floods, war, riot, inability to secure material or transportation facilities, acts or omissions of carriers, or any other circumstances beyond Seller’s reasonable control.
- Confidentiality Buyer will not disclose or make available to any third party Seller’s data or other confidential, non-public or proprietary information regarding Seller without Seller’s prior written authorization.
- Amendments & Waivers No amendments, modifications, waivers, or termination of these Terms can be made through the Parties’ course of dealings and no such change can be made except in a single writing signed by the Parties hereto. Failure by Seller to exercise any right or remedy under these Terms will not be deemed a waiver of such right or remedy unless in a writing signed by Seller, nor shall any waiver be implied from the acceptance of any payment. No waiver by Seller of any right shall extend to or affect any other right, nor shall a waiver by Seller of any breach extend to any subsequent similar or dissimilar breach.
- Governing Law Venue; Arbitration Buyer’s purchase of Products is subject to all applicable local, state, national and international laws and regulations. These Terms will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any dispute between the Parties that is not subject to arbitration shall be resolved in the state or federal courts located in Dallas, Texas.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE THE PARTIES TO ARBITRATE DISPUTES AND LIMIT THE MANNER IN WHICH THE PARTIES CAN SEEK RELIEF.
In the event of any controversy or claim arising out of or relating in any way to these Terms, the Parties agree to consult and negotiate with each other and, recognizing their mutual interests, try to reach a solution satisfactory to both Parties. If the Parties do not reach settlement within a period of sixty (60) days, then either Party may, by notice to the other Party, demand mediation under the mediation rules of the American Arbitration Association in Dallas, Texas. Both Parties give up their right to litigate disputes and may not proceed to arbitration without first trying mediation, but the Parties are NOT required to arbitrate any dispute in which either Party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Except as otherwise required under applicable law, THE PARTIES intend and agree: (1) not to assert class action or representative action procedures and agree that they will not apply in any arbitration involving the other; (2) not to assert class action or representative action claims against the other in arbitration or otherwise; and (3) only to submit individual claims in arbitration and not seek to represent the interests of any other person or entity. If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in Dallas, Texas. The language of all proceedings and filings will be English. The arbitrator will render a written opinion including findings of fact and law and the award and/or determination of the arbitrator will be binding on the Parties, and their respective administrators and assigns, and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the Parties unless the arbitration determines that the expenses will be otherwise assessed and the prevailing Party may be awarded its attorneys’ fees and expenses by the arbitrator. It is the intent of the Parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within ninety (90) days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the Parties. Failure to adhere to this time limit will not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.
- Language of the Terms The parties have expressly requested and required that these Terms and all other related documents be drawn up in the English language.
- Generally These Terms shall be for the benefit of the Parties and not for the benefit of any other person. Buyer may not assign these Terms without the express written approval of Seller. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be limited or eliminated to the minimum extent required by that jurisdiction, and the remaining provisions of these Terms will remain in full force and effect.
Order Adjustment Policy
Once the Buyer places an order with Seller, there is a very limited amount of time to modify or cancel the order. Buyer shall immediately contact their sales representative should they need to modify or cancel their order.
Most orders are processed and shipped within two business days. Orders received after 3:00 PM Central Time are considered to be received the next business day. Orders received on Friday after 3:00 PM Central Time, any time Saturday, any time Sunday, or on any national holiday are considered to be received on the next business day.
Returning items to Seller requires a Return Merchandise Authorization (“RMA”) number. Buyer may request an RMA number by contacting their salesperson.
Returns must be made within 30 days of the receipt of goods. The RMA number must be clearly visible on the outside of the packaging. Returned items must include a copy of the original invoice with the RMA number written or printed on the invoice copy. The Buyer is responsible for return shipping and freight costs.
Returned items must be in the condition in which the item was received, and shall include any original packaging, included accessories, consumables, and parts. Seller reserves the right to refuse return, or refund the original purchase price less a restocking fee to any item.
Items that cannot be returned include, but are not limited to:
- consumable items
- items manufactured to Buyer’s custom specification
- items sold on an “as-is” basis
RMA numbers expire thirty calendar days from issuance.
After Buyer’s returned Products are delivered to Seller, Seller will inspect Products and prepare a credit memo within five business days. Seller will transmit credit memo to Buyer, and Buyer may instruct seller to apply the credit memo to a suspense account for future use, or to return the credit amount to the original method of payment. Depending on your credit card company, it may take up to ten business days after your credit is applied for it to post to your account. Seller will only process a refund to the credit card that was used for payment of the original order. The refund shall only include the purchase price for the item and associated sales tax. Seller does not refund the charge for the cost of shipping of the original order.
Last update December 16, 2022