CS TRADING, LLC STANDARD TERMS AND CONDITIONS OF SALES
All sales of Products from CST to its Customers shall be subject to the following general terms and conditions of sale, and these terms are not modified by any subsequent purchase order, order confirmation, invoice, receipt or other transaction document other than one which is signed by both parties and expressly alters these terms:
Shipment. (a) Goods will be delivered by CS Trading, LLC (“CST”) Ex Warehouse CST’s place of storage in South Carolina (Incoterms 2000). (b) Delivery by CST shall be made within a reasonable period of time based upon availability. CST assumes no responsibility for delays prior to or during shipment due to causes beyond its control. (c) If requested, Goods shall be packaged by CST as required to assure common carrier acceptance. (d) A packing slip and bill of lading will be supplied with each shipment referenced by the Buyer’s purchase order number and CST’s part number(s). (e) All claims by Buyer for shortage or damage in transit are to be made promptly to the shipper with a copy to CST.
Additional Charges. CST will assess additional charges to the Buyer for the Buyer’s account if CST packages the goods, arranges the Carriage, or loads the Goods at the Buyer’s request. See CST’s Shipping Terms. CST may also assess reasonable additional charges to the Buyer for any changes in the order including, but not limited to, charges occasioned by changes in specifications, quantities, delivery, schedule or cancellation.
Specification Changes. CST reserves the right to provide Goods manufactured to later and more current engineering specifications where applicable if such current specifications do not affect interchangeability.
Sales. All sales are deemed made in the State of South Carolina. The parties consent to exclusive jurisdiction and venue in Greenville, South Carolina for any dispute regarding the goods sold subject to these Terms.
Warranties. CST is a reseller, and the Buyer’s sole warranty with respect to all Goods sold, is the respective Manufacturer’s Limited Warranty then in effect, a copy of which is posted on CST’s website. Written authorization from CST must be obtained prior to returning any Goods. No charges for transportation or for labor performed on CST sold products by unauthorized persons will be allowed.
Disclaimers. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, EXTENDING BEYOND THAT SET FORTH IN THE PARAGRAPH ABOVE.
General Limitation of Liability. CST’s liability under this agreement and in particular, CST’s liability for Breach of Warranty or Breach of Contract or Negligence shall be limited to repair or replacement of any defective or nonconforming Goods or, in the event the material cannot be repaired or replaced, refund of the purchase price. Goods for which a refund is due must be returned to CST with transportation charges prepaid. CST and Buyer agree that this shall be the buyers sole and exclusive remedy and CST shall not be liable in any event for proximate, incidental, consequential or other damages, including but not limited to damages for loss of production, lost profits or injury to persons or property.
Indemnity – General. CST will not indemnify or hold harmless any party or parties from or against any claim, suit demand or cost arising out of the use, manufacture, or operation of Goods sold herein, apart from the assignment of the Manufacturer’s Limited Warranty.
Trademarks. The Buyer may not remove or deface any trademarks, tradenames, servicemarks or logos attached to or made a part of the Goods sold subject to these Terms.
Assignment. CST reserves the right to assign any portion of this contract. This contract shall not be assignable by Buyer without CST’s consent.
Payment and Collection. Payment for all goods shipped shall be made Net 28 Days from Invoice. Late payments shall accrue an immediate late charge of 2% of the balance on the day after the final day for payment of the Invoice and thereafter shall accrue interest at the rate of 0.00067 of the daily balance (or $0.67, whichever is greater) per day until paid. If CST is forced to seek collection, the Buyer shall pay all costs of collection, including reasonable attorney’s fees.
Waiver. The failure of either party to the performance of any term of this contract or the waiver by either party of any breach under the contract shall not prevent a subsequent enforcement of the term or be deemed a waiver of any subsequent breach.
Construction – Governing Law. These terms shall be construed in accordance with the laws of the State of South Carolina and in particular the South Carolina Uniform Commercial Code.
Purchase Price. The purchase price will be that on the current price list published by CST, which is incorporated herein by reference unless covered by a specific valid quotation to Buyer.
Amendment. These Terms are not altered by oral statements or by contrary terms in Buyer documents (such as purchase orders) and may only be altered by a written instrument signed by an officer of CST.
EQUIPMENT RENTAL TERMS & CONDITIONS.
All rentals made by CS Trading, LLC (hereinafter called the “Lessor”) to its equipment rental customers (hereinafter called “Lessee”) are subject to following rental terms and conditions. Lessee’s acceptance of these terms and conditions shall be made by either (a) Lessee signing the Lessor’s order acknowledgement or by the Lessee’s acceptance of any equipment from the Lessor, whichever occurs first.
- Rental Period: The rental period begins the on the day the equipment is delivered and ends on the day the equipment is collected.
- Equipment Usage: Lessee agrees that the equipment usage shall be normal and customary, and war- rants that the Lessee is familiar with the safe operation of the equipment.
- Condition of Equipment: Lessee will examine equipment upon delivery and that it is in good and working condition. Prior to pick up the Lessee with clean equipment thoroughly, Lessor will inspect on collection and /or return and reserves the right to levy a clean up charge.
- Repairs & Service: Lessee agrees to maintain & service in accordance with manufacturers manual and only to fit replacement parts as supplied by Lessor.
- Taxes & Other Charges: Lessee shall bear applicable federal, state, municipal and other government taxes.
- Insurance: Lessee shall keep the equipment insured against all risks of loss or damage, for not less than the full value of the replacement value thereof. The Lessee is responsible for public liability and property damage insurance.
- Ownership: Lessor shall at all times retain ownership and title of the equipment.
- No Subletting Assignment: No equipment shall be sublet by Lessee, nor shall he assign or any transfer any interest in this Agreement without written consent of the Lessor. Lessor may assign this Agreement without notice.
- Expenses: Lessee shall pay Lessor all costs and expenses, including attorney’s fees, incurred by Lessor in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions hereof.
- Entire Agreement: This instrument constitutes the entire agreement between the Lessor and Lessee; and it shall not be amended, altered or changed except by a written agreement signed by the parties hereto.
- This contract, terms and conditions shall be construed according to the laws of the State of South Carolina.