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Terms and Conditions

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  1. Applicability
    1. These terms and conditions of sale (“Terms”) shall apply to and govern the sale of goods and services by BZ Moore Industrial Supply, Inc. DBA DW Fastener (“Seller”) to the applicable buyer (“Buyer”). Seller’s quotation, acknowledgment of sale, packaging slip, and/or invoice and these Terms (the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. If notwithstanding the foregoing, Seller's quotations are deemed to be an offer, and Buyer's order is deemed to be an acceptance of Seller's offer, then acceptance of Seller's offer is expressly limited to these Terms.
  2. Pricing/Payment Terms
    1. The price of goods and/or services will be provided on Seller’s acknowledgment of sale and/or invoice.
    2. Unless expressly stated otherwise in Seller’s acknowledgment of sale and/or invoice, payment shall be net thirty (30) days.
    3. Early payment discounts shall only be applicable if expressly stated by Seller in Seller’s invoice.
  3. Deposits
    1. A non-refundable deposit is required for special order items. The deposit amount will be provided by Seller to Buyer.
  4. Cancellation/Default
    1. An order may not be cancelled without the express written consent of Seller.  Permitted cancellations shall be subject to a fifteen percent (15%) restocking fee.
    2. Permitted cancellations of special order items shall be subject to a fee equal to one hundred percent (100%) of the purchase price.
    3. If Buyer fails to make timely payment, or otherwise breaches these Terms or the Agreement, Buyer shall be in default and Seller shall be entitled to recover interest at the rate of eighteen percent (18%) per annum upon any amount due, and all costs and expenses, including without limitation, reasonable attorneys’ fees, incurred by Seller as a result of Buyer’s default.
  5. Shipping/Delivery
    1. Seller’s pricing to Buyer excludes shipping/freight/delivery costs (unless expressly provided in quotation or acknowledgment of sale to the contrary and specifically included in the price).
    2. Delivery shall always be F.O.B. Origin – Seller’s warehouse (unless expressly provided in quotation or acknowledgment of sale to the contrary and specifically included in the price).  Customer assumes all risk(s) of loss(es)/damage(s) to any goods upon delivery.
    3. Any claim for shortage or damage occurring after such delivery shall be the responsibility of the Buyer.
    4. Any period or date for delivery or for the performance of services stated by the Seller is the Seller’s best estimate for information purposes only and shall not be construed as a contractual obligation.
  6. Acknowledgments/Warranties/Limitations
    1. Before Buyer accepts delivery of the goods, Buyer will have the full and reasonable opportunity to inspect/test the goods to reasonably determine the conformance thereof and any other issues material thereto (i.e. defective treatment/processing, physical defects, deformity, etc.).  After Buyer’s inspection (of Buyer’s failure to inspect or waiver of inspection) and/or if Buyer takes delivery of the goods, Seller shall not thereafter have any duty, liability, and/or obligation whatsoever to Buyer and/or Buyer’s successor(s) or assign(s) as to the goods except as otherwise provided under these Terms and Buyer will have conclusively waived the same.  Time is of the essence.
    2. Notwithstanding the foregoing, any liability of Seller shall in any event cease after Buyer has further used, processed, assembled and/or undertaken any other work, manufacturing or processing relative to any goods and/or substantially/materially changed or altered the condition thereof.
    3. Seller will not be liable to Buyer for Seller’s failure to meet such delivery date(s) or any delay(s) resulting in whole or in part from any cause(s) beyond Seller’s control; including, without limitation, Acts of God, fires, floods, labor strikes/stoppage, catastrophes, work conditions, labor, material or transportation shortages, embargoes, default and/or delays by supplies and/or vendors, acts or omissions by Buyer, government orders, pandemics or epidemics, or any other causes outside of Seller’s control.
    4. It shall be the responsibility of the Buyer to determine the suitability of the goods and any services for their intended purpose and for actual application and their compliance with applicable laws, regulation codes and standards and the Buyer assumes all risks pertaining thereto.
    5. The Seller shall be under no liability whatsoever for any loss or damage which results from or is caused by erroneous information or lack of information supplied by the Buyer as to the Buyer’s requirements in relation to the specification or use of the goods or services.
    6. SELLER MAKES NO EXPRESS WARRANTY WHATSOEVER RELATING TO THE GOODS AND/OR SERVICES.  SELLER MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY OR IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY OF THE GOODS AND/OR SERVICES. THE GOODS AND/OR SERVICES SELLER IS SELLING, PROVIDING, AND/OR DELIVERING ARE NOT SUBJECT TO ANY IMPLIED WARRANTIES AND ANY AND ALL IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED.  SELLER IS SELLING. PROVIDING, AND/OR DELIVERING THE GOODS TO THE BUYER “AS IS”.
    7. SELLER SHALL NOT BE LIABLE TO BUYER AND/OR ANY SUCCESSOR AND/OR ASSIGN OF BUYER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY. BUYER’S SOLE AND EXCLUSIVE REMEDY RELATING TO THE GOODS AND/OR SERVICES SHALL BE LIMITED TO THE REPAIR, REPLACEMENT, OR REFUND OF THE PURCHASE PRICE OF THE DEFECTIVE AND/OR NON-CONFORMING GOODS AND/OR SERVICES, AT THE SELLER’S SOLE AND ABSOLUTE DISCRETION; PROVIDED, BUYER MUST FIRST DELIVER THE DEFECTIVE AND/OR NON-CONFORMING GOODS TO SELLER’S PLACE OF BUSINESS AT BUYER’S EXPENSE. SELLER’S LIABILITY SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT RECEIVED BY THE SELLER FOR GOODS OR SERVICES AS THE CASE MAY BE. THIS LIMITATION OF REMEDY IS A KEY BASIS OF THE BARGAIN BETWEEN THE SELLER AND THE BUYER.
    8. In accordance with Ohio Revised Code Section 1302.98(A), any and/or all of Buyer’s claim(s) must be commenced within one (1) year from the date upon which any such claim(s) has/have accrued.
  7. Returns
    1. Subject to the limitations set forth herein, Buyer may return goods purchased from Seller within thirty (30) days of delivery for a refund, provided such goods are in new, unused, and resalable condition, and include all original packaging and accessories. A restocking fee of fifteen percent (15%) of the purchase price shall apply to all returns under this policy. Goods that are special order items, custom-made, or otherwise designated as non-returnable at the time of sale are not eligible for return under this policy. Buyer is responsible for all shipping and handling costs associated with the return of goods. Prior to returning any goods under this policy, Buyer must first obtain a Return Merchandise Authorization (RMA) number from Seller. Unauthorized returns will not be accepted.
  8. Indemnity
    1. The Buyer hereby agrees to indemnify, defend, and hold harmless the Seller, its affiliates, agents, employees, shareholders, officers, directors, successors and assigns from and against any liabilities, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including without limitation, reasonable attorneys’ fees, arising from or relating to the Buyer’s use, sale, or distribution of the goods or services purchased from Seller. 
  9. Non-Waiver
    1. Seller’s waiver of and/or acquiescence as to any default or Seller’s failure to insist upon Buyer’s strict performance of any of the Terms or Agreement shall not constitute Seller’s waiver of Buyer’s subsequent and/or other defaults of failures.
  10. Severability
    1. If any provision(s) contained in these Terms is/are held by a court of competent jurisdiction to be invalid, void, or unenforceable, all other terms and provisions shall remain in full force and effect and shall not be affected or impaired or otherwise invalidated.
  11. Waiver of Jury Trial
    1. Buyer and Seller waive any and all rights/entitlements to a jury trial upon and/or related to any claims arising under the sale by Seller of any goods and/or services to Buyer or by these Terms or Agreement.
 
  1. Governing Law/Venue
    1. The Agreement, these Terms and all sales by Seller of goods and/or services to Buyer shall be governed by and construed in accordance with Ohio law and any claims, disputes, causes of action and/or other legal proceedings relating in any manner thereto shall be brought in a court of competent jurisdiction located in Summit County, Ohio.
  2. Headings
    1. The headings of these Terms do not form part of the Terms and shall not affect the interpretation thereof.
  3. Successors/Assigns/Third Parties
    1. These Terms shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective successors and permitted assigns.
    2. Buyer shall not assign these Terms without the prior written consent of Seller, which Seller may withhold at its sole and absolute discretion.
    3. Seller may assign these Terms without restriction.
  4. Survival
    1. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration hereof.