1. PRECEDENCE: To the extent that conflicts may exist, and unless mutually agreed to in writing by Buyer and W.H. Smith Company (Seller) the terms and conditions of Seller's Invoice shall take precedence over all other documents, including but not limited to, these terms, and separate quotes and purchase orders.
  2. CANCELLATIONS: Orders accepted by Seller cannot be countermanded, cancelled, changed, or deliveries deferred except with the Seller's written consent and upon terms that will indemnify Seller against loss.
  3. CLAIMS: Seller will not be liable for any delay in its performance hereof, or for any damages suffered by Buyer, by reason of such delay, if caused directly or indirectly by or arising from fires, floods, substantial damages to Seller's plant, accidents, riots, acts of God, war, governmental interference or embargoes, strikes, labor difficulties, or fuel, power, materials, or supply outages, transportation delays or any other cause or causes (whether or not similar in nature to any of those herein before specified) beyond its control. SELLER'S RESPONSIBILITY CEASES AFTER DELIVERY TO CARRIER. IF SHIPMENT ARRIVES IN DAMAGED CONDITION, SECURE PROPER NOTATION ON FREIGHT BILL AND FILE CLAIM AGAINST CARRIER. DELIVERED PRODUCT SHALL NOT BE RETURNED WITHOUT SELLER'S WRITTEN CONSENT.
  4. CREDITS: Buyer agrees to make prompt payment of invoiced amount due in accordance with the terms of the contract. Seller reserves the right or option to modify, change or withdraw credit terms at any time without notice and to request guarantees, security or any payment in advance of extension of credit. On all past due accounts the legal rate of interest will be added and charged from net due date. Outstanding delinquent balances on all accounts shall, in addition to the above mentioned monthly interest charge, also include all costs of collection so incurred by Seller at any level of enforcement.
  5. DESIGN: Seller reserves the right to change design, specification, or materials without notice and reserves all rights to label products covered hereunder with appropriate directions or warnings as may be required in its sole opinion.
  6. LIMITED WARRANTY: Seller warrants the product to be free from defects in workmanship and material at the time of sale. Seller makes no warranty of merchantability or fitness for any particular purpose or application nor is there any other warranty, express or implied. Seller will, at its sole discretion, repair or replace returned product found to have a defect following inspection at Seller's premises. Buyer is required to notify Seller in writing of any defect within 60 days of original sale. Damage and/or labor charges incurred by Buyer incidental to repair or replacement are not included herein and are specifically negated. This Limited Warranty shall not apply where the product after purchase has been damaged by accident, careless handling or improper application, installation or use. Buyer assumes sole responsibility for the use or misuse of the product after purchase. Seller shall not be liable for incidental or consequential damage of any kind. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT THE LIMITATION ON EXCLUSION MAY NOT APPLY TO BUYER. This Limited Warranty is extended only to the original purchaser of the product and its lawful successors. Any implied warranties construed to be applicable under State law are limited to both the time and terms of this express Limited Warranty. Where State laws may vary, return, repair or replacement of product shall be in accordance therewith as appropriate.
  7. ORDER AND QUOTATIONS: All orders and quotations are subject to approval and acceptance by Seller. Seller's published prices are subject to change without notice, AND WILL BE INVOICED AT THOSE PRICES IN EFFECT AT TIME OF SHIPMENT. Prices include Seller's standard commercial packaging unless stated otherwise. Seller reserves the right to correct clerical or stenographic errors on all documents.
  8. PATENTS: No sale of goods covered by this order shall grant to Buyer or anyone else any license or right of any kind under any patent owned or controlled by Seller or under any patent which Seller has a license. Buyer agrees to indemnify Seller against and save Seller harmless from any and all claims, liabilities, losses, or damages, sustained or incurred by Seller for, or by reason of any alleged patent infringement arising from the manufacture or sale of any product furnished Buyer which is not part of Seller's standard line offered by it to the trade generally in the usual course of Seller's business and to defend at Buyer's own expense any actions which may be brought against Seller, for or by reason of, such alleged infringement.
  9. REPAIRS: All repairs are made on a F.O.B. factory basis and transportation charges on materials returned for repairs shall be prepaid by Buyer. Where State laws may vary, return, repair or replacement shall be in accordance therewith as appropriate.
    1. SELLER'S WRITTEN AUTHORIZATION MUST BE OBTAINED before goods are returned for credit or exchange. (Full Cartons Only). Returns must be made within 60 days from the date of the original shipment in original packaging.
    2. Goods returned to accommodate purchases will be credited at invoiced price or prevailing price at time of return whichever is lower. A minimum charge for inspection and handling of 25%, plus freight both ways and expense incurred in restoring goods to saleable conditions will be assessed on returns which are approved.
    3. Credit allowed on returned goods will be a material credit to be applied on future orders.
    4. Obsolete goods, or goods made on special order, and modifications of regular goods are not returnable.
  11. TAXES: Prices on the merchandise described herein are exclusive of all city, state and federal taxes including without limitation, Federal, State or municipal taxes on manufacturing, sales, receipts, gross income, occupation, use and similar taxes and exercises. Such tax or taxes not included in Seller's prices by express notation thereof will be added to the invoice as a separate charge and paid by Buyer.
  12. PAYMENT TERMS: Standard payment terms are 30 days net, unless superseded by invoiced payment terms.
  13. FREIGHT TERMS: Freight terms are F.O.B. Seller's location, freight to the account of Buyer unless superseded by invoiced freight terms.
  14. Effective with publication hereof it is the announced and declared policy of Seller that it will determine with whom it shall do business and that this unilateral declaration is applicable and effective to any party regardless of nature, size or identity and regardless of any past or prior customer relationship.
  15. Errors and Shortages: No claims for shortages, receipt of incorrect product, or clerical errors or otherwise, will be allowed unless reported in writing no later than thirty (30) days after Buyer's receipt of product. Issuance of credit is dependent upon the Seller's approval.
For sales inquiries contact us at: 304-422-6578 or
W.H. Smith Company
T: 304-422-6578   F: 304-422-6540
Headquarters: PO Box 599 Parkersburg, WV 26102, USA
Facility: 1000 DuPont Road, Parkersburg, WV 26101, USA
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