Selling Terms for Customers

The only terms and conditions that apply to this order, regardless of any terms and conditions printed on forms or contained in correspondence between Seller and Buyer pertaining to this order are as set forth below and shall be interpreted in accordance with the laws of the State of Colorado.

1. GOODS: The Seller shall sell to the Buyer the products and goods identified herein, which shall be of the grade, quality and specifications set forth in currently published Supreme Cable specifications, unless modified by an attachment.
2. MODIFICATION: This order contains all the terms, conditions and provisions of this transaction and no agreement or other understanding in any way modifying the conditions hereof will be binding upon Seller unless made in writing and executed by Seller. Reference to Buyer's bids or proposals, if noted on this order, shall not affect the terms and conditions hereof. No term or condition at variance with this order proposed by Buyer in acknowledging or accepting this order will be binding on Seller unless accepted in writing and executed by Seller. No waiver of any of the provisions contained in this order shall be valid unless made in writing and executed by the waiving party. Failure by Seller to insist upon strict performance shall not constitute a waiver of any of the provisions of this order or a waiver of any default.
3. CONFLICT IN TERMS AND CONDITIONS: In the event of a conflict between these printed terms and conditions of this order and any typewritten terms and conditions which may appear in the face hereon, the latter shall prevail. Agreement by the Seller to enter into any contractual agreement with the Buyer and to supply the requested material and services is expressly conditioned upon the acceptance by the Buyer of the exact terms and conditions specified herein and on the face of this Sales Order/Pick List or invoice, and any attempt to alter or omit any of such terms shall be deemed a rejection and a counteroffer. Acceptance of the goods and materials specified herein shall be deemed as acceptance by the Buyer of the terms and conditions specified herein.
4. SUPPLEMENTARY TECHNICAL INFORMATION: All technical specifications, drawings, notes, instructions or information referred to on the face of this order shall be deemed to be incorporated by reference as if fully set forth.
5. CONDITIONS: All orders or contracts are accepted with the understanding that they are subject to Seller's ability to obtain the necessary raw or manufactured materials, and all orders or contracts as well as shipments applicable thereto are subject to Seller's current manufacturing schedules, and government regulations, orders, directives, and restrictions that may be in effect from time to time.
6. DELAYS: Seller will not be liable for any delay in the performance of orders or contracts or in the delivery or shipment of goods, or for any damages suffered by Buyer by reason of such delay, if such delay is directly or indirectly, caused by, or in any manner arises from fires, floods, accidents, civil unrest, act of God, war, governmental interference or embargos, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, transportation delays, or any other cause or causes (whether or not similar in nature to any of these hereinbefore specified) beyond its control.
7. DELIVERY: The goods described herein shall be delivered FOB Denver, Colorado. Identification of the goods shall occur when they are placed in the hands of the carrier. The goods shall be placed in suitably protected containers, the nature of which shall be determined by the Seller. All risks of loss shall be borne by the Buyer from the time the goods are placed in the hands of the carrier.
8. PAYMENT TERMS: Terms of payment are net 30 days for each shipment invoiced, unless otherwise expressly provided for and confirmed in writing by the Seller. Notwithstanding any specified payment terms, the Seller may require payment in advance of making any shipment if the Buyer's credit shall at any time, in the sole judgment of the Seller, become impaired. The contract price shall become immediately due and payable and the Seller may cancel the unperformed portion of the contract upon the Buyer's failure to make any payment when due. Overdue payments shall be subject to finance charges computed at a periodic rate (to the extent allowed by law) of 1½ % per month (18% per year). The Seller reserves the right to require, at its sole option, a security interest in the goods sold and proceeds thereof to ensure full payment. The Buyer shall provide in a timely manner all documents reasonably required by the Seller to perfect and enforce its security interest.
9. WARRANTY: Seller warrants that the Seller has inspected 100% of the goods being supplied and warrants their quality and workmanship for a period of 12 months from shipping date. The warranty provided herein is limited to the extent that in the event of defect in the quality or workmanship of the goods provided herein, the Seller shall, upon verification of defect by Seller, at its option replace any such defective goods or return to the Buyer its cost for such defective goods. Under no circumstances shall Seller be responsible for any consequential or other damages, losses, or expenses that may occur to anyone due to any defect in the goods herein. Seller expressly disclaims any warranty, implied or otherwise, other than as specified herein and specifically disclaims any implied warranties of merchantability or fitness for any purpose.
10. ASSIGNMENTS: The Buyer shall not assign this order, or any interest therein, without the written consent of Seller.
11. QUOTATIONS AND PRICES: Prices are subject to change without notice, and orders calling for future delivery will be billed according to the price in effect at the time of delivery. Written quotations automatically expire 60 calendar days from the date issued and are subject to termination by notice within that period.
12. SELLER'S RIGHT OF POSSESSION: Seller shall have the right, in addition to all others it may possess, at any time, for credit reasons or because of Buyer's default or defaults, to withhold shipments, in whole or in part, and to recall goods in transit, retake same, and repossess all goods which may be stored with Seller for Buyer's account, without the necessity of taking any other proceedings, and Buyer consents that all the merchandise so recalled, retaken, or repossessed shall become Seller's absolute property, provided that Buyer is given full credit therefore. The foregoing shall not be construed as limiting, in any manner, any of the rights or remedies available to Seller because of any default of Buyer under the Uniform Commercial Code as in force and effect in the State of Colorado on the date of the signing of this Agreement.
13. BANKRUPTCY: Seller shall have the option to cancel any and all orders placed by Buyer regardless of the status of such order by written notice, including fax transmissions, if the Buyer shall become insolvent or makes a general assignment for the benefit of creditors, or if a petition in bankruptcy is filed by or against the Buyer.
14. SPECIAL ORDERS: The Buyer acknowledges that if this purchase is a special order, the provisions of this paragraph supersede any conflicting general terms of this Agreement. The Buyer agrees to defend, protect, and hold harmless the Seller against all suits at law or in equity and from any and all damages, claims, and demands for personal injury or actual or alleged infringement of any United States or foreign patent and to defend any suit or actions which may be brought against the Seller for such injury and/or any alleged infringement because of the manufacture and/or sale of the material covered thereby. All special ordered goods are subject to a cancellation fee of 100% of the purchase price regardless of when cancelled. Goods are described in the contract at the time that their manufacture or assembly commences. Risk of loss passes to the Buyer at the time the goods are placed in the hands of a carrier.
15. TAXES: Prices on the specified products are exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by the Buyer.
16. INSURANCE: Seller has no duty to procure insurance for the account of the Buyer. In no case does the purchase price, even if inclusive of freight, cover the cost of any insurance; however, if the route selected involves movement of the goods by common carrier for which the freight rate does not include insurance, the Seller may at its option procure insurance for the account of the Buyer, and the Buyer shall repay to the Seller the cost of such insurance.
17. CANCELLATION: Orders cancelled within 30 days prior to the scheduled ship date are subject to a 100% cancellation charge. Orders cancelled by the Buyer in excess of 30 days prior to the ship date are subject to out-of-pocket expenses, such as restocking charges, cost of labor, and cost of materials.
18. APPLICABLE LAW, VENUE, ATTORNEY FEES: This Agreement shall be governed by Colorado law. The exclusive venue for any litigation concerning this matter shall be in the Adams County District Court in Brighton, Colorado. The Buyer agrees to pay the Seller's reasonable attorney's fees and costs required to enforce the Seller's rights hereunder.
19. PROPRIETARY INFORMATION: It is understood that the Seller may provide proprietary information to the Buyer in the performance of this contract. The Buyer acknowledges that such information shall remain the exclusive property of the Seller. The Buyer agrees to preserve and protect such information and to take all other acts reasonably requested by the Seller with respect to it. Upon the earlier of the completion of this contract or the request of the Seller, the Buyer agrees to return to the Seller all documents containing proprietary information and to retain no copies thereof. The Buyer agrees that its obligation to protect the Seller's proprietary information shall be ongoing and shall not cease upon completion or termination of this contract.
20. TECHNICAL ADVICE: Advice of the technical staff of the Seller is available to the Buyer, but the Seller, not controlling or supervising the subsequent manufacture, fabrication, or installation of its products or their use after sale, does not warrant or guarantee such advice.
21. SELLER'S AGENTS: The Buyer acknowledges that it has been advised that no agent, employee, or representative of the Seller has any authority to bind the Seller to any affirmation, promise, representation, or warranty concerning any of the goods and, unless such affirmation, promise, representation, or warranty is specifically set forth in this Agreement, it does not form a basis of this bargain and shall not be enforceable against the Seller.
22. RETURN POLICY: The Buyer is responsible for the cost of freight on all goods returned to the Seller. The Seller will pay freight on goods returned to the Buyer which are covered by warranty.
23. INSPECTION: The Buyer shall inspect the goods not later than the time permitted by the carrier for inspection and assertion of claims which may be related to shipping and handling. The failure of the Buyer to report any damage or claims within 5 days of the Buyer's receipt shall constitute the Buyer's admission of receipt of the goods in an undamaged condition and that such goods are in full conformity with the contract.
24. COMPLETE AGREEMENT: This contract is intended as the complete and final agreement of the parties and an exclusive statement of its terms. Seller makes no representations or warranties concerning this contract or the goods except as are expressly contained herein. This contract may not be changed, altered, or modified except in writing signed by the party against whom enforcement is sought.

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