Terms & Conditions of Sale
The terms and conditions of this document shall constitute the entire Agreement for the purchase and sale of the products to Purchaser. Acceptance made expressly conditional upon Purchaser’s assent to these terms, which may differ from, vary or be in addition to the terms in Purchaser’s purchase order or request for quotation. Any varying, differing or additional terms and conditions contained in the Purchaser’s purchase order or request for quotation shall not be binding upon Hillman.
A 1% cash discount is allowed for invoices paid within 10 days of invoice date or net payment due within 30 days. Any new orders or back-orders will be held without shipment if there are unpaid invoices in excess of 45 days, or if authorized credit limit is exceeded.
Prices are subject to change without advance notice. All items will be invoiced at the catalog price less the applicable discounts. Prices apply for full box quantities only. Partial boxes will be invoiced at full retail price. Only certain products will be available for partial box sales.
Written price quotations remain in effect for thirty days from time of quotation unless otherwise stated in writing.
Minimum order is $25, based on Hillman current Net Purchaser Prices. Orders of less than $25 will be processed with a $25 Net Invoice.
All orders will be accepted on a ship and cancel basis, unless otherwise requested. Displays, assortments and special items WILL be back-ordered unless otherwise stated.
The routing of ALL shipments shall be entirely within the discretion of Hillman. Special shipping requests – airfreight – bus shipments – special dispatch – drop shipments, etc. – will be sent freight collect and will be F.O.B. shipping point. Long length rods, angles, flats, etc. will be shipped F.O.B. shipping point on shipments of 300 lbs. or less. Orders less than $250.00 will be charged freight. Handling charges will be as follows: Orders less than $250.00 are subject to a $1.00 handling charge. Orders over $250.00 are subject to a $4.00 handling charge. As economic circumstances dictate, a fuel surcharge may be assessed in addition to freight and handling on all orders. Freight terms are subject to change without prior notice.
Special Orders and Orders for Non-Stocking Product
Special orders are non-cancelable, non-returnable and must be ordered via a purchase order from the Purchaser. All special orders will be shipped in accordance with quoted lead times and at industry standard ±10% of the order quantity. Purchaser is liable for the entire order quantity.
Claims and Damages
All damages and shortages must be reported to us within five days after receipt of merchandise. If goods are damaged in transit or shortages received, notification should be made directly with carriers. Before reporting shortages, please check to make sure packing slip indicates shorted items have been shown as being shipped.
Materials returned for credit or exchange will be accepted only under the following conditions:
- Materials must be current, cataloged, and must have been purchased within the 6 months immediately preceding the return of such materials. Specials and discontinued products, defined at the sole discretion of Hillman, cannot be returned.
- Prior to returning any product to Hillman, approval and a return authorization number must be obtained. Freight carrier and routing must also be approved by Hillman.
- Materials received by Hillman without prior approval and authorization number will be returned, freight collect, to the Purchaser. R.A. # must be printed on outer carton.
- All returns should be shipped freight prepaid. If Hillman determines the product to be defective, Purchaser’s account will be credited, including the appropriate freight charges.
- Returning materials for credit or exchange are subject to a minimum restocking charge of 20%, plus any freight expenses originally incurred by Hillman in the delivery of said materials. The restock charge may be calculated at the sole discretion of Hillman. All returns must be in saleable condition.
Limitations and Liability
All goods returned to and accepted by Hillman as defective or incorrect shall be replaced or credited in full. No claim made hereunder by the Purchaser, whether as to goods delivered or for non-delivery, shall be greater than the purchase price of the goods in respect of which such claim is made. PURCHASER WAIVES ANY CLAIM AGAINST HILLMAN FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND BUSINESS INTERRUPTION, WHICH MAY RESULT FROM YOUR PURCHASE AND/OR USE OF THE PRODUCTS. HILLMAN MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY AND NO OTHER WARRANTY, ORAL OR WRITTEN, EXPRESSED OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH HEREIN. Purchaser agrees to indemnify and hold Hillman harmless from all claims, demands, and costs, including reasonable attorneys’ fees, made by third parties against Hillman relating to Purchaser’s use of the products, and to pay any costs and expenses incurred by Hillman to enforce Purchaser’s obligations, including, without limitation, the costs of collection for any unpaid amounts owed to Hillman by Purchaser.
Any and all costs resulting from, or incurred in connection with the collection of any monies due from the Purchaser, including court costs, appellate court costs, and Hillman’s reasonable attorney’s fees will be the responsibility of the Purchaser.
Electronic Data Interchange
If Hillman and Purchaser have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and sale transactions, Purchaser agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Hillman and Purchaser will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security procedures to protect EDI records from improper access. The business records maintained by Hillman regarding EDI purchases made by Purchaser shall be controlling.
All applicable federal, state or local sales, use, occupational or excise taxes are the responsibility of the Purchaser and shall be in addition to the price or prices stated. Hillman shall have the right to invoice separately any such tax as may be imposed at a later time. Applicable tax exemption certificates must accompany any order to which the same applies.
Purchaser will hold any information concerning Hillman’s business, or any other information about Hillman, in absolute and strict confidence.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its choice of law provisions, and the sole jurisdiction and venue for any litigation arising with regard to this Agreement shall be an appropriate federal or state court located in Hamilton County, Ohio.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.