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Terms & Conditions of Sale

These terms and conditions of sale are part of the agreement between Controller Service & Sales Co., Inc. (CSS) and any person, firm or entity proposing to purchase goods or services from CSS (Buyer), whether shipment is made by CSS, one of the manufacturers it represents or any other party from whom CSS may procure the item.  Acceptance of Buyer’s order is conditional on Buyer’s assent to these terms and conditions.  If Buyer objects to any of the terms herein, such objection must be made in writing and delivered to CSS prior to shipment of the goods or receipt of the services and within a reasonable time not to exceed 10 days of receipt of this document.  No other terms and conditions shall be binding upon CSS unless evidenced by a written agreement between CSS and Buyer, including any contrary terms set forth in any purchase order submitted by Buyer.  The following terms and conditions are hereby agreed to by Buyer:

  1. Price:  Unless otherwise specified in writing, all prices are subject to change without notice.  Orders which have been accepted by CSS and which call for delivery in the future will be invoiced at the prevailing price in effect at the time of the shipment of the items or the provision of the services.

  2. Payment Terms:  Where CSS has extended credit to Buyer, terms of payment shall be net 30 days from date of invoice, unless otherwise agreed in writing in any Quotation or Order Confirmation.  The amount of credit or terms of payment may be changed or credit withdrawn by CSS at any time.  For payments on account, CSS accepts company checks (pre-printed with the name and address of Buyer), bank checks, money orders and cash.  For payments made as a deposit, for COD orders or account payments for invoices not more than 10 days old, CSS also accepts AMEX, Visa and MasterCard.

  3. Taxes:  Any manufacturer’s tax, retailer’s occupation tax, use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever, imposed by any governmental authority, domestic or foreign, on or measured by any transaction between CSS and Buyer shall be paid by Buyer.  Such tax, fee or charge will be in addition to the prices quoted or invoiced.  In the event CSS shall be required to pay any such tax, fee or charge, Buyer shall reimburse CSS therefor.  In lieu of such payment, Buyer shall provide CSS at the time of order with an exemptions certificate or resale certificate acceptable to the taxing authority imposing the same.

  4. Quotations: Prices quoted by CSS may be withdrawn by CSS at any time prior to the parties entering into a binding agreement with respect to such order.  A quotation which is not withdrawn by CSS automatically expires 30 days after it is issued.

  5. Limited Warranty; No Returns:  THE FOLLOWING IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CSS WARRANTS THAT AT THE TIME OF DELIVERY OF THE GOODS TO BUYER, CSS HAS TITLE TO THE GOODS FREE AND CLEAR OF ANY AND ALL LIENS AND ENCUMBRANCES OR THE RIGHT TO TRANSFER SUCH TITLE TO BUYER.

    With respect to goods that have been manufactured by a manufacturer other than CSS and with respect to components in any such goods that have been manufactured by others than CSS, the only warranties that are made are those made by the manufacturer of such goods or such components.  CSS shall take any and all actions necessary for the purpose of assigning any such warranties that may be assigned by it to Buyer to assist Buyer in pursuing warranties made by the manufacturer of such goods or components.

    Except for the limited warranties expressed in this Paragraph 5, CSS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

    In the event that CSS has any liability for any warranty (including liability for negligence), Buyer’s sole and exclusive remedy in law or in equity shall be limited to the repair or replacement of the defective goods, shall be further limited by the manufacturer’s warranty as set forth above and, in no event, shall CSS be liable for any special, indirect, incidental or consequential damages.  The remedies of the Buyer set forth herein are exclusive where so stated and the total cumulative liability as stated above shall not exceed the price of the goods or services on which such liability is based.

    No goods purchased by Buyer may be returned to CSS without its written consent.  CSS may, in its sole discretion, impose any terms or conditions on returns to which it consents.  All returns must be clearly identified with a valid Return Goods Authorization number authorized by CSS or the shipment may be refused by CSS.

  6. Time and Method of Shipment:  CSS shall in its sole discretion determine when the goods sold pursuant to this agreement shall be shipped.  Except for deliveries made by CSS itself, all deliveries of products sold pursuant to this agreement are F.O.B. Shipping Point, whether or not that shipping point is a facility of CSS or one of the manufacturers that CSS represents, with all risk of loss or damage passing to Buyer upon delivery to carrier.  CSS will ship the purchased products to the Buyer and, at the written request of the Buyer, will insure the shipment for the amount of the purchase price, both at the expense of Buyer.  CSS shall select the method and route of shipment unless a specified method or route is designated in writing by Buyer and agreed to by CSS.
  1. Resale by Buyer:  If any goods purchased pursuant to this agreement are to be resold by Buyer, either standing alone or as a component in another product, Buyer shall include in a written agreement with the person to whom Buyer is reselling, a disclaimer of warranties by CSS under this agreement and limitation on remedies available against CSS under this agreement having the same effect as those set forth in paragraph 5 above.

  2. Inspection and Acceptance:  Buyer is responsible for inspecting received goods at time of delivery for final acceptance.  Buyer (per section 6, above) is responsible for making claims against the carrier for damaged or missing pieces.  CSS takes no responsibility for shortages, mis-shipments or other adjustments for goods if a claim is not made within two (2) business days of the date of delivery.

  3. Applicable Law:  These terms and conditions and any agreement incorporating these terms and conditions, including by reference, shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without giving effect to principles of conflicting laws.  Any cause of action arising out of any agreement which incorporates any or all of these terms and conditions, including by reference, shall be brought in state courts located in Norfolk County, Massachusetts or the federal court located in Boston, Massachusetts.  Buyer hereby irrevocably submits to the exclusive jurisdiction of such courts.

  4. Breach of Contract by Buyer with Respect to Non-Standard Goods Built to Buyer’s Specifications:  In the event that Buyer shall, in breach of it’s contract, notify CSS that it is canceling its order for non-standard goods being built by CSS to Buyer’s specifications, Buyer shall pay CSS for all costs, direct and indirect, incurred and committed for said contract, together with a reasonable allowance for pro-rated expenses and anticipated profits.

  5. Change Orders:  In the event that Buyer shall request a change with respect to any goods ordered from CSS, such change shall only be effective upon the signing of a Change Order by CSS and Buyer which Change Order shall set forth the change specifications, scope of work, other terms, including without limitation, an appropriate adjustment in the price and/or delivery date with respect to such goods.

  6. Payment in U.S. Dollars:  All references to dollars in these terms and conditions of sale or in any agreement between CSS and Buyer shall mean United States Dollars.

  7. Contingencies and Force Majeure:  CSS shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control or either of CSS or CSS’s suppliers, including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where CSS has exercised ordinary care in the prevention thereof.  CSS may allocate production and deliveries among CSS’s customers.

  8. U.S. Government Contracts; International Orders; Affidavits and Certificates:  If the goods to be furnished under the agreement between CSS and Buyer are to be used in the performance of a U.S. Government contract or subcontract, and a U.S. Government contract number shall appear on Buyer’s purchase order, those clauses of the applicable U.S. Government procurement regulations which are required by Federal Statute to be included in U.S. Government subcontracts are incorporated herein by reference. 
    International orders are subject to U.S. export laws and restrictions applicable at the time of ordered shipment.

    No affidavits or certificates of compliance, conformance or analysis shall be provided unless Buyer’s detailed requirements are stated on the face of Buyer’s order.  Seller reserves the right to charge an additional fee for any such affidavit or certificate.