Most
products or goods (Products) offered by CNY Supply LLC are
obtained from multiple supply sources, located throughout
North America and internationally. Many countries, provinces,
states and localities have codes and regulations governing
sales, construction, installation, and/or use of products
for certain purposes, which may vary from those in neighboring
areas. While CNY Supply LLC attempts to ensure that its Products
comply with such codes, it cannot guarantee compliance, and
cannot be responsible for how the product is installed or
used. CNY Supply LLC makes every reasonable attempt to ensure
the quality of these supply sources and the products they
offer. As these products are dynamic and versatile, CNY Supply
LLC shall not be responsible for how products are used or
installed and the Product's conformance to territorial codes
or regulations. Please review the Product materials and application,
and relevant code, regulations or ordinances, to be certain
that the Product, its installation, and use will satisfy these
requirements. In no event will CNY Supply LLC be responsible
for any loss or damage arising out of Purchaser's improper
selection, misapplication or misuse of a Product.
Disclaimer
THE
FOREGOING WARRANTIES ARE IN PLACE OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, AND CNY Supply LLC EXPRESSLY EXCLUDES
AND DISCLAIMS ANY LIABILITY FOR ANY OTHER WARRANTIES, INCLUDING
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WHETHER PURSUANT TO THE SALE OF GOODS ACT OF ANY
PROVINCE OR OTHERWISE. CNY SUPPLY LLC DISCLAIMS ANY LIABILITY
FOR PRODUCT DEFECT CLAIMS THAT ARE DUE TO THE MISUSE, IMPROPER
SELECTION OR MISAPPLICATION OF THE PRODUCT.
Limitation
of Liability
IN
NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION
WITH OR ARISING OUT OF THIS PURCHASE, INCLUDING, BUT NOT LIMITED
TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS
OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER
BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF
IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
NO EVENT WILL CNY Supply LLC BE LIABLE FOR PURCHASER'S DIRECT
DAMAGES EXCEEDING THE PURCHASE PRICE OF THE PRODUCT.
Cancellation
and Returns
CNY
Supply LLC must approve cancellation of any order prior to
shipment. Orders for Special or Non-standard Products (not
in the catalogue) may not be cancelled or returned (except
for non-conformities). Any returns for shipping errors, damage
or loss upon delivery must be reported within 10 days of the
delivery date. Except as otherwise agreed, Products will not
be accepted for return after 30 days from the date of delivery
to the Purchaser. All returns should be made to CNY Supply
LLC or as otherwise designated by CNY Supply LLC, must be
in resalable condition and need to be accompanied with an
Invoice. Any cancellation or returns accepted after 30 days
may be subject to a restocking fee and other charges, for
which the Purchaser shall be responsible.
Security
Interest
Purchaser
grants CNY Supply LLC a priority lien, security or collateral
interest in the Products and any accounts receivable or cash
from the resale of the Products until full payment is received,
with respect to any sales on open account. Purchaser shall
complete and cooperate with the submission of any documents
necessary to validate or enforce CNY Supply LLC's rights hereunder.
Published
Product Information
CNY
Supply LLC reasonably attempts to maintain up-to-date and
accurate pricing, availability and usage information about
the Products contained in its catalogs. However, this information
is dependent upon information distributed by and obtained
from a manufacturer or supplier and is subject to change at
any time. CNY Supply LLC reserves the right to revise catalog
information at any time, without notice, and CNY Supply LLC
will not be responsible for any pricing errors contained therein.
CNY Supply LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
CONCERNING THE ACCURACY OR COMPLETENESS OF THE INFORMATION
CONTAINED IN ITS CATALOGS.
Hazardous
Products Information
Safety
Data Sheets (SDS) for controlled products as defined by rules
or regulations established in certain counties are available
by contacting CNY Supply LLC product support at customerservice@cnysupply.com.
The information and recommendations contained on the SDS supplied
by the manufacturer is considered to be accurate and reliable.
CNY Supply LLC does not, however, make any warranty concerning
the accuracy of the information or the suitability of the
recommendations. CNY Supply LLC disclaims any and all liability
to Purchaser and/or any other user.
Force
Majeure
CNY
Supply LLC will not be liable or held responsible for any
delays or losses resulting, directly or indirectly from Acts
of God, severe weather conditions, labor disputes, governmental
actions, inability to obtain permits, licenses, raw materials
or shipments of Product, war, riots, shortages and any other
circumstances or causes beyond our reasonable control.
Governing
Law
These
Terms and Conditions shall be construed, interpreted and performed
according to the laws, excluding conflict of law rules, of
the State of New York, United States of America. Any legal
action must be filed and commenced within one year after it
arises. The failure of either party to assert a right hereunder
or to insist upon compliance with any term or condition will
not constitute a waiver of that right or excuse any subsequent
nonperformance of any such term or condition by the other
party. The Uniform Commercial Code as adopted by the State
of New York will be applied, without application of any similar
state or international law or treaty. The parties hereby expressly
agree to exclude the application of the United Nations Convention
on Contracts for the International Sale of Goods as amended,
replaced or re-enacted from time to time.
Dispute
Resolution
The
parties shall exercise their best efforts to resolve by negotiation
any and all disputes, controversies or differences arising
out of or relating to this Agreement. All disputes, controversies
or differences between the parties that are not settled by
negotiation shall be decided in accordance with the Commercial
Rules of the American Arbitration Association and judgment
will be entered on the award. The arbitrator will be bound
by the express terms of this Agreement. The site of arbitration
will be a mutually agreeable location in the State of New
York and the arbitrator(s) will be bound by the applicable
laws of the State of New York.
Orders
Terms
All
orders must be received with a cash payment, check, credit
card or method of payment approved in writing by CNY Supply
LLC. We accept Visa, MasterCard, American Express and Discover
credit cards. For approved Purchasers with established credit,
please contact CNY Supply LLC for payment terms. All payments
must be in U.S. Dollars or local currency. Any credit applied
to the account of Purchaser must be used within one (1) year
and any credits remaining after this time period will be subject
to cancellation if not used or requested. If an open account
Purchaser fails to make full payment within thirty 30 days
from date of shipment or Purchaser has breached any Term of
Purchase, CNY Supply LLC may defer any further shipments or
other orders, or cancel any portion of an unshipped order.
CNY Supply LLC reserves the right to charge interest at the
rate of 18% per annum (1.5% monthly) or at the highest rate
available under applicable law, to any account balance exceeding
the terms set forth herein. It is understood and agreed that
Purchaser will pay, to the extent permitted under law, all
reasonable costs and expenses, including attorney's fees and
costs incurred by CNY Supply LLC in connection with any collection
action for payment of the amounts due herein.
Sales
Tax
Applicable
state and local tax will be charged on orders, unless Purchaser
provides CNY Supply LLC with an exemption certificate. Please
note your tax-exempt status when ordering.
Freight
Unless
otherwise stated with the Order, Purchaser will pre-pay for
any freight costs associated with the delivery of Product
to its destination. Local delivery charges may apply. Any
extra or additional charges or services rendered in transit
or at the destination will be the responsibility of Purchaser,
including without limitation duties, subsidies, insurance,
brokers fees and surcharges, unless CNY Supply LLC agrees
in writing to be responsible for and pay such charges. Title
and risk of loss will pass to Purchaser upon delivery to the
common carrier.
Orders
to be Exported (Outside United States)
If
an Order is intended for export outside of United States or
location not serviced by a CNY Supply LLC, Purchaser will
notify CNY Supply LLC of the export and the Order is subject
to CNY Supply LLC's prior approval. Provided the Order is
accepted, Purchaser agrees that the Products will be shipped
to the specified destination in compliance with the laws of
such country. No re-export or diversion will occur. Purchaser
will be responsible for obtaining and paying for all licenses,
permits or similar governmental authorizations necessary for
the exportation and importation of the Product. All costs
associated with exportation and importation of the Product,
including the selection and use of freight forwarders, will
be the sole responsibility of Purchaser. At the time of Order,
Purchaser agrees to inform CNY Supply LLC any certificates
of origin requirements or other special documentation, packaging
or product marking or labeling, but CNY Supply LLC shall not
be responsible for providing any such documentation, packaging,
marking or labeling, unless expressly agreed by CNY Supply
LLC. Purchaser acknowledges that it is not an agent of CNY
Supply LLC.
Electronic
Commerce
With
prior approval, CNY Supply LLC and Purchaser may agree to
be bound by transactions performed through CNY Supply LLC
e-commerce Website via the issuance of purchase orders by
Electronic Data Interchange (EDI), facsimile, and e-mail and
such transactions will be subject to the terms and conditions
contained herein. The parties acknowledge that no writing
shall be required in order to make their electronic transactions
legally binding, notwithstanding any contrary requirement
in the law. As necessary, the parties will adopt as their
signature an electronic identification to be affixed to or
contained in each Document transmitted by the party. The parties
will implement reasonable security procedures to ensure authorized
transmissions and to protect business records and data from
improper access. By performing such transactions in the forgoing
manner, the parties agree that no signature will be required
in order to have a legally enforceable electronic commerce
transaction, which will honored to the fullest extent under
law. The parties agree not to contest the validity or enforceability
of signed documents under the provisions of any applicable
laws, including any Statute of Frauds statutes, relating to
whether certain agreements be in writing and signed by a party
in order to be bound. Any such signed documents, if introduced
as evidence in any legal or administrative proceeding, will
be admissible as evidence to the same extent as business records,
which originate and are maintained in documentary form. The
provisions under this Electronic Commerce paragraph will be
in addition to any other agreements entered into between CNY
Supply LLC and Purchaser concerning electronic data interchange.
Purchaser
Representations
Purchaser
acknowledges that it is not an agent of CNY Supply LLC and
agrees to comply with the applicable provisions of the U.S.
Foreign Corrupt Practices Act. Purchaser warrants and covenants
that it has not offered, agreed to pay or paid, either directly
or indirectly, anything of value to a foreign official (defined
under the U.S. Foreign Corrupt Practices Act), a foreign political
party or party official, including a candidate, in connection
with the purchase and resale of the Product. Also, Purchaser
represents and warrants that it is not on, or associated with
any organization on the United States Department of Commerce's
Bureau of Industry and Security's Denied Persons List or Unverified
List; or the United States Department of the Treasury's Office
of Foreign Assets Control lists, Specially Designated Nationals,
Specially Designated Global Terrorists, Specially Designated
Narcotics Traffickers, Specially Designated Narcotic Traffickers-Kingpin,
or Specially Designated Terrorists List; or the United States
Department of State's Designated Foreign Terrorist Organizations,
Embargoed Countries list, or Debarred Persons List; or is
subject to a denial order issued by the United States Department
of Commerce or similar order or list published by a foreign
country.
Miscellaneous
CNY
Supply LLC and Purchaser are independent contractors. If any
of the provisions contained herein are deemed illegal or unenforceable,
such determinations will not affect the validity of the remaining
terms and conditions and the remaining terms will continue
in force and effect to the fullest extent permitted under
applicable law. Purchaser shall not assign any order or interest
therein to another party, without the written consent of CNY
Supply LLC. These Terms of Purchase, CNY Supply LLC's Order
forms, quotations, invoices and catalog sales terms are incorporated
by reference herein and constitute the exclusive and complete
Agreement between CNY Supply LLC and Purchaser. Provided the
Terms of Purchase and any related documents are translated
to an alternative language, the English version and any meanings
associated with the translation will be interpreted based
upon the English version.
