Terms & Conditions of Sale
1) Parties. All references in this document to “Contractor” shall include Helton Electrical Services, Inc. whether or not performing any or all of the scope hereunder or specifically identified herein. All references in this document to “Buyer” include all parent(s), subsidiaries and affiliates of the entity and/or person placing the order. Buyer and Contractor may be referred to individually as a “Party” and collectively as the “Parties”.
2) General. All sales/installations to Buyer are subject to the terms herein, which shall prevail over any additional or inconsistent terms of Buyer’s purchase order or other Buyer documents. Additional or different terms and conditions in any way altering or modifying these terms are expressly rejected by Contractor and shall not be binding upon Contractor unless specifically accepted in writing by Contractor’s authorized representative. No modification or alteration of these terms shall result by Contractor’s shipment of Services, or provision of installation services (such Services and services hereinafter collectively referred to as “Services”) following receipt of Buyer’s acceptance of the Quote or other documents containing additional, conflicting or inconsistent terms. These terms are binding on the Parties and their successors and assigns. All agreements, notices, disclosures and other communications that Contractor provides to Buyer electronically shall satisfy any legal requirements that such communications be in writing. No representations, inducements, promises or agreements, oral or written, have been made by Contractor, or anyone acting on behalf of Contractor, that are not contained herein, and any prior agreements, promises, negotiations, or representations between the Parties are superseded by these Terms. Buyer acknowledges and agrees that it has not relied on any representations, inducements, promises or agreements, oral or written, by Contractor, or anyone acting on behalf of Contractor, that are not contained herein. Contractor reserves the right to accept or reject any request for Services.
3) Prices. Prices on Contractor’s website and/or quotes are subject to change without notice, and all such prices expire and become invalid if not accepted within ten (10) calendar days from the date of issue, unless otherwise noted by Contractor in writing. Price extensions, if made, are for Buyer’s convenience only, and they, as well as any clerical errors, are not binding on Contractor. Any changes in commodities and/or taxes now or hereafter imposed upon sales or shipments will be added to the purchase price, and Buyer shall reimburse Contractor for any such change in commodity and/or taxes. All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same.
4) Force Majeure. Contractor shall not be liable for delay or default in delivery resulting from any cause beyond Contractor’s reasonable control, including, but not limited to, governmental action, health crisis including pandemic or epidemic, strikes, other labor troubles, fire, damage or destruction of Services, wars (declared or undeclared), acts of terrorism, manufacturers’ shortages, availability or timeliness of transportation, materials, fuels or supplies, and acts of God (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event: (a) the time for Contractor’s performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b) the purchase price shall be adjusted for any increased costs to Contractor resulting from such Force Majeure Event; and (c) Buyer shall not be entitled to any other remedy.
5) Warranty. Contractor shall pass through to Buyer any transferable manufacturer’s standard warranties with respect to the goods purchased hereunder. As a part of all Services to Buyer, Contractor warrants for 12 months from the date Services are completed by Contractor, unless stated otherwise in the invoice. This warranty is limited to only the items set forth in the Invoice and begins after payment, at which time the items will be free from defects in workmanship that appear under normal use and maintenance. NO OTHER WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY BUYER. BUYER AND PERSONS CLAIMING THROUGH BUYER (COLLECTIVELY, “CLAIMANT”) SHALL SEEK RECOURSE EXCLUSIVELY FROM THE RELEVANT MANUFACTURER(S) IN CONNECTION WITH ANY DEFECTS IN OR FAILURES OF THE GOODS, AND THIS SHALL BE THE EXCLUSIVE RECOURSE OF CLAIMANT FOR DEFECTIVE GOODS, WHETHER THE CLAIM SHALL SOUND IN CONTRACT, TORT, STRICT LIABILITY, PURSUANT TO STATUTE, OR FOR NEGLIGENCE. BUYER SHALL PASS THESE TERMS TO SUBSEQUENT BUYERS AND USERS OF SERVICES. CONTRACTOR EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
6) Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT, WHETHER IN CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS, SHALL CONTRACTOR BE LIABLE FOR (a) ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR SIMILAR DAMAGES SUCH AS LOSS OF USE, LOST PROFITS, ATTORNEYS’ FEES OR DELAY DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY CONTRACTOR’S BREACH OF THIS AGREEMENT, (b) ANY CLAIM THAT PROPERLY IS A CLAIM AGAINST A MANUFACTURER, OR (c) ANY AMOUNT EXCEEDING THE AMOUNT PAID TO CONTRACTOR FOR SERVICES FURNISHED TO BUYER THAT ARE THE SUBJECT OF SUCH CLAIM(S). ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF ACCRUAL OF A CAUSE OF ACTION.
7) Payment. Unless otherwise agreed in writing, payment is due upon completion of services, payable in United States of America (“U.S.”) dollars. Notwithstanding the foregoing, all orders are subject to Contractor’s continuing approval of Buyer’s credit. Contractor, in its sole discretion, may suspend or cancel performance, or require different payment terms, including, but not limited to, cash on delivery or in advance of shipment. In addition, Contractor may, in its discretion, require an advance deposit of up to 100% of Contractor’s selling price for any specially-manufactured goods ordered by Buyer hereunder. Payments due hereunder shall be made in the form of cash, check, money order, ACH, or other tender approved in writing by Contractor. Contractor may at its sole discretion accept payments for credit accounts made by credit card or other fee bearing payment methods. Contractor may, in its sole discretion, apply Buyer’s payment against any open charges. Past due accounts bear interest at the lesser of 1.5% per month, continuing after Contractor obtains judgment against Buyer. Contractor may exercise setoff or recoupment to apply to or satisfy Buyer’s outstanding debt. Buyer shall have no right of setoff hereunder, the same being expressly waived hereby. Contractor expressly reserves its right to file liens in the ordinary course of business per applicable law and expressly disclaims any request for a waiver of lien rights by Buyer. Contractor reserves all rights to invoice and be paid for Services provided to Buyer, and any terms contained in any of Buyer’s purchase orders or other documents that purport to limit in any way the time or manner within which Contractor may invoice Buyer are hereby waived by Buyer. Buyer shall pay Contractor all costs and expenses of collection, suit, or other legal action brought as a result of the commercial relationship between them, including, but not limited to, all actual attorneys’ and paralegals’ fees and expenses, and collection costs, incurred pre suit, through trial, on appeal, and in any administrative or bankruptcy proceedings.
8) Disputes. This Agreement, consists of Buyer’s acceptance of the Quote and these Terms. The relationship between Buyer and Contractor shall be governed by and construed in accordance with the laws of the State of Georgia without regard to conflicts of laws rules. The Parties agree that any legal action arising under or related to this Agreement shall be brought in Washington County, Georgia or such other forum as Contractor determines in its sole discretion. Buyer waives all rights to object to such venue or to assert the inconvenience of such forum is hereby waived. THE PARTIES WAIVE ALL RIGHTS TO JURY TRIALS.
9) Termination. If Buyer fails to comply with these Terms, Contractor may terminate or restrict any order for Services immediately upon notice to Buyer. Buyer certifies that it is solvent and that it will advise Contractor immediately if it becomes insolvent. Buyer agrees to send Contractor written notice of any changes in the form of ownership of Buyer’s business within five (5) business days of such changes. Buyer and Contractor are the only intended beneficiaries of this document, and there are no third party beneficiaries.
10) Severability/Survival. The invalidity or unenforceability of all or part of these Terms will not affect the validity or enforceability of the other terms. The Parties agree to replace any void or unenforceable term with a new term that achieves substantially the same practical and economic effect and is valid and enforceable. These Terms shall survive termination, cancellation, or completed performance of any sale as long as necessary to allow the aggrieved Party to fully enforce its rights.