These supplemental terms and conditions (these “terms”) apply in relation to all orders and purchases of products from Suncast Corporation (“Suncast”) by you and your affiliated entities (collectively “you”) if you resell the products or are otherwise a business or non-consumer customer. By signing them or placing any order with Suncast, you agree to them and acknowledge receipt of sufficient consideration.
- Pricing | Payment Terms | Shipment. Except to the extent Suncast otherwise specifically and contemporaneously agrees in writing in connection with a specifically identified order or Suncast quote that expressly provides exception to these terms: (a) you will pay Suncast correctly invoiced amounts based on the pricing in the written Suncast quote corresponding to your purchase within thirty (30) days of the invoice or shipment date, whichever is later, and (b) Suncast is under no obligation to accept any order, and may modify its pricing or ship date(s) at any time prior to shipment except that for orders Suncast has accepted Suncast will provide you with advance notice of any such modifications and you may cancel any portion of the affected order prior to shipment. Suncast product prices do not include any taxes, duties or shipping costs, which you agree to pay to the extent applicable.
- Limited Warranty | Obligations. SUBJECT TO THEse TERMS, suncast products are warranted TO THE EXTENT PROVIDED in SUNCAST’S PUBLISHED LIMITED WARRANTY (CURRENTLY AT WWW.SUNCAST.COM/WARRANTY), and the warranties of merchantability, fitness for a particular purpose and ALL other warranties are disclaimed. Suncast’s limited warranty only extends to the original purchaser of a product purchased directly from Suncast or you if you directly purchased the product from Suncast for resale purposes, on further condition that the product was new, unused, undamaged and in its original unopened Suncast packaging at the time the product was shipped to the original purchaser. Suncast disclaims all warranties and other potential obligations and liabilities in relation to any other purchaser and product, including without limitation any product sold as used, open box, like new, damaged or the like (collectively referred to herein as a “not new” product). If you resell any product that is not new, you will expressly, conspicuously and accurately: (a) identify and describe it and disclaim all Suncast warranties in all promotional and sales listings and materials relating to it so that reasonable notice is given to all prospective purchasers before they purchase it that it is not new and not warranted by Suncast, (b) include on any proof of purchase or receipt you issue in relation to it information that puts both the purchaser and (should the proof be submitted to Suncast in relation to a warranty claim) Suncast on notice that it is not new and not warranted by Suncast, and (c) instruct the purchaser to contact you directly (and not Suncast) in relation to any warranty related claims or complaints. You will not sell any Suncast products on eBay.
- Allowances | Penalties | Shipment | Limitations. Suncast will not be liable for any allowance, discount, credit, rebate or like incentive (collectively referred to herein as an “allowance”) except to the extent the allowance is specifically and contemporaneously agreed to by Suncast and redeemed or otherwise claimed and realized by you within one (1) year of the date of the Suncast invoice associated with the purchase or other transaction giving rise to the allowance, after which time any allowance is null and void. You will not claim a defective or damaged product or like allowance from Suncast: (a) on any product which you damage or for which you directly or indirectly receive and retain any payment or other thing of value from a third party, or (b) more than one hundred eighty (180) days after the Suncast invoice or shipment date associated with the defective or damaged product, whichever is later. You will maintain sufficient documentation to substantiate Suncast’s liability for any allowance in accordance with Generally Accepted Accounting Principles and will provide copies of the documentation to Suncast upon its written request as a condition of Suncast’s liability for the allowance. Neither Suncast nor amounts invoiced by it for products shipped which conform to their published Suncast product warranty and specifications will be subject to any penalties, fines, deductions, interest, offsets, liquidated or estimated damages, reserves, your costs or charges or expenses, or the like arising from or relating to any purchase or other transaction.
- Shipment | Force Majeure | Liability Limitation. Suncast will ship products to you on the date(s) stated in its written order confirmation or acceptance. You will be notified if Suncast cannot ship ordered products on the date(s) specified in your order. Prior to shipment by Suncast, upon written notice to Suncast you may cancel an order of products for which Suncast cannot meet the ship date unless you have otherwise agreed not to cancel. Title and risk of damage and loss transfers to you when Suncast tenders the product to the carrier, unless Suncast selected the carrier and is invoicing you for shipping costs, in which case title and risk of damage and loss transfers to you when the product arrives at the destination specified in your order. Suncast will not be liable for default or otherwise for late, incomplete or cancelled shipments arising from any act or circumstance of nature, the government, the marketplace or other similar or dissimilar occurrence beyond the Suncast’s reasonable control. Neither party will be liable in contract, negligence or other tort, or otherwise in excess of the total amount payable or paid that corresponds to the specific purchase(s) giving rise to the liability or for any interruption of or lost business, any penalties or fines (contractual or otherwise), or any incidental, liquidated, punitive, special, exemplary, consequential or other indirect damages, losses and liabilities even if a party has been advised of the possibility of these damages.
- Miscellaneous. Section headings are for convenience only and will not affect the interpretation of these terms. Each party will indemnify, defend and hold harmless the other party from and against all suits, claims, damages, losses, costs, expenses (including without limitation reasonable attorney fees) and other liabilities arising from the party’s violation of these terms. A failure to enforce or a finding by a court that any provision of these terms is invalid or unenforceable will not operate to waive or otherwise render these terms unenforceable, where in the case of a finding of invalidity or unenforceability, the provision will be interpreted as closely as possible to align with its original language. Suncast’s acceptance or fulfillment of any order is made only with the express understanding and agreement that these terms will apply, amend and govern in the event of any inconsistencies with any other terms and conditions regardless of their form or time or date of execution (either before or after agreement to these terms) or what they may state. These terms constitute the entire agreement between the parties regarding their subject matter, and may not be modified except by mutual written agreement of the parties that specifically references these terms.