Terms of Sale
1. CUSTOMER'S ACCEPTANCE OF TERMS: Pinnacle Industrial Supply, Inc. shall hereinafter be referred to as Pinnacle and the Customer shall be referred to as CUSTOMER. The CUSTOMER desires to purchase goods and/or services from Pinnacle, and CUSTOMER agrees in consideration thereof to be bound by the conditions stated herein, which may be viewed in full at www.pinnacleca.com/termsofsale.php. Additionally, if a sale is on credit terms, CUSTOMER further agrees to the terms and conditions found in Pinnacle's credit application. Pinnacle hereby objects to any terms or other conditions at variance with, different from or additional to those terms and conditions stated herein unless such terms and conditions are hereafter set forth in a writing signed by an officer of Pinnacle. Terms are subject to change without notice.
2. TITLE: Title to products priced and delivered to Pinnacle's shipping point shall pass to CUSTOMER upon delivery at such shipping point. Any charges at destination of spotting, switching, handling, storage and other accessorial services, and demurrage, shall be at CUSTOMER'S expense.
3. LIMITED WARRANTY: For a period of thirty (30) days following the date Pinnacle delivers the goods to CUSTOMER (the Warranty Period), Pinnacle warrants that the goods will (a) be free from defects in material and workmanship, and (b) conform, within industry standards, to the description and specifications set forth herein. Pinnacle will repair or replace any defective or non-conforming goods, or at Pinnacle's option, refund the price paid by CUSTOMER for such defective or non-conforming goods, provided that CUSTOMER notifies Pinnacle in writing of such defect or non-conformity within the Warranty Period. The limited, express warranty set forth in this provision is exclusive and given in lieu of all other warranties, representations and guaranties of every type and kind in connection with the goods. Pinnacle excludes and disclaims and CUSTOMER waives any and all other oral and written warranties, representations and guaranties in respect of the goods, whether express or implied by operation of law or otherwise, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
4. DAMAGES: In no event shall CUSTOMER, or any person claiming by, through or under CUSTOMER, have the right to claim or recover from Pinnacle for any loss, damage, cost of repairs or incidental, punitive, special, consequential or liquidated damages of any kind (including but not limited to, lost profits or damages for loss of efficiency or delay to any project on which the goods or services are used or ordered or intended for use). This waiver of damages provision shall apply whether the claim is based upon warranty, contract, strict liability, negligence or any other causes of action arising in connection with the design, manufacture, sale, transportation, installation, use or repair of the goods sold by Pinnacle. Pinnacle shall be excused from any failure to perform due to any actions, events, conditions, inactions or any other cause beyond Pinnacle's control in the reasonable operation of its business. Any and all delivery dates given by Pinnacle constitute good faith estimates only. Pinnacle shall not be liable for any failure to meet any specific shipping or delivery date as long as Pinnacle acts in good faith.
5. SHORTAGES OR DAMAGED GOODS: Any physically damaged or shortage of material must be noted by CUSTOMER at time of delivery. Any concealed damage or shortages resulting from prepackaged or wrapped shipping containers must be noted by CUSTOMER within 48 hours and prior to any consumption by CUSTOMER. After such period, CUSTOMER shall be deemed to have irrevocably accepted the goods, if not previously accepted. After such acceptance, CUSTOMER shall have no right to reject the goods for any reason or to revoke acceptance. Delivery of goods shall be subject to normal variations in weight, color, size, quantities, etc., as are standard in the industry. No material shall be returned to Pinnacle without its written consent. CUSTOMER is solely responsible for all inspection and testing charges of goods.
6. CANCELLATION AND RETURNS: CUSTOMER may not cancel any order of goods without Pinnacle's express, written consent. Any cancellation so authorized shall be subject to a cancellation/restocking charge of 15% at Pinnacle's sole discretion, plus all applicable freight. Unused goods, processed material or specially manufactured materials not normally carried in Pinnacle's inventory may not, under any circumstances, be returned. The amount of credit, if any, allowed to CUSTOMER for returned goods shall be at the sole discretion of Pinnacle.
7. HAZARDOUS BUSINESSES: Unless otherwise agreed in writing by an authorized representative of Pinnacle, goods sold hereunder are not intended for use in connection with any hazardous activity or any other critical application where failure of a single component could cause substantial harm to persons or property. If so used, Pinnacle disclaims all liability for any damage, contamination or other injury and CUSTOMER shall indemnify and hold Pinnacle harmless from such liability, whether as a result of breach of contract, warranty or tort (including negligence).
8. TAXES: Unless otherwise indicated herein, the prices specified do not include any taxes payable on account of the transaction, and all such taxes now or hereafter applicable to this transaction shall be paid by CUSTOMER.
9. ACCEPTANCE / ENFORCEABILITY OF COPIES: CUSTOMER agrees that Pinnacle may, at Pinnacle's sole discretion, accept, utilize and rely upon a facsimile copy, electronic copy or photocopy of this agreement (and such a copy of any Continuing Personal Guaranty or Corporate Guaranty), in lieu of an original document. CUSTOMER acknowledges that, by transmitting a facsimile copy, electronic copy or photocopy of this document to Pinnacle, CUSTOMER, and the Guarantor (if applicable), agree to be bound by the terms and conditions contained in this document to the same extent as if an original were transmitted to Pinnacle. CUSTOMER, and Guarantor (if applicable), consent to Pinnacle's use of this document and waive any right to object to the use of a copy in place of the original and any right to require Pinnacle to subsequently produce an original document.
10. DELAYS: In the event of any delay in Pinnacle's performance due to mill rolling changes, fire, explosion, strike, or other difference with workman, shortage of utility, facility, material or labor, delay in transportation, breakdown or accident, compliance with or other action taken to carry out the intent or purpose of any law or regulation, or any cause beyond Pinnacle's reasonable control, Pinnacle shall have such additional time within which to perform this contract as may be reasonably necessary under the circumstances. In addition, Pinnacle shall have the right to apportion its production among its customers (including, CUSTOMER) in such manner as it may consider to be equitable.
11. SEVERABILITY: If any term, covenant or condition of this agreement, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this agreement or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant or condition of this agreement shall be valid and shall be enforced to the fullest extent permitted by law.
12. COMPLETE AGREEMENT: These Terms and Conditions of Sale, together with any terms and conditions contained in Pinnacle's Credit Application and Agreement (for credit sales), Pinnacle's Quotation (if any) and Pinnacle's invoice, constitute the entire understanding between Pinnacle and CUSTOMER with respect to the sale of all goods and services furnished by Pinnacle to CUSTOMER, superseding all negotiations, prior discussions and preliminary agreements, if any. Any modification or supplementation of these Terms and Conditions of Sale by CUSTOMER are void and of no effect unless made in writing and signed by an officer of Pinnacle.
Effective 08/2013
Pinnacle Industrial Supply is a Proud member of the DEVO Outreach Program CA CERTIFIED Small Business Enterprise # 37362
