Exact Replacement Parts Terms and Conditions
Exact Replacement Parts Ordering InformationExact Replacement Parts, Inc. 1855 Wallace Ave St. Charles, IL 60174 1-800-377-1355 – Customer Service/Credit/Corporate 1-800-377-1331 – Fax Operating Hours are 7:00AM – 5:00PM Central Time, Monday through Friday.
Standard Terms and Conditions of Sale(1) Notice. These Terms and Conditions govern any purchase order, acknowledgement, invoice, agreement, order, or sale between Exact Replacement Parts, Inc. (“ERP”) and any person or entity seeking to purchase or purchasing products or services from ERP (“Buyer”). All contracts between ERP and Buyer are expressly limited to and made conditional upon these Terms and Conditions. Requests to purchase ERP products, and/or acceptance by Buyer of any offer to sell by ERP, automatically includes acceptance of these Terms and Conditions. Any of Buyer’s terms in addition to or different from those contained herein, whether contained in a purchase order, request for quotation, offer to purchase, or other document, are hereby objected to and shall be of no effect. (2) Distributor Qualification. ERP sells only to Buyers that is has certified as qualified ERP distributors, who are entitled to receive distributor pricing and participate in all distributor programs. ERP has the sole discretion to determine whether to certify a distributor, and retains the right to determine a Buyer’s account classification. Qualification of an ERP distributor is generally based upon market coverage, ERP product knowledge, and general effectiveness in representing specific products designed by ERP. In addition, a qualified distributor must: (i) Place and maintain minimum annual purchases from ERP in a total value of not less than $20,000.00; (ii) Maintain representative stock of ERP products in all product categories; (iii) NOT own, or be affiliated with, any repair service companies; (iv) Maintain a valid sales tax exemption certificate on file with ERP; (v) Provide at least three (3) credit references; (vi) Minimum order accepted is $50.00. Failure to meet these requirements may result in a Buyer being rejected as a qualified ERP distributor, or subsequently disqualified as an ERP distributor. (3) Acceptance. Possession of a product catalog or price list does not constitute authority to purchase any products from ERP, and any price or quotation offered or submitted by ERP is not a firm offer and may be changed or revoked at any time prior to acceptance. Acceptance of any offer to sell by ERP is expressly limited to these terms and any attempt to alter or omit any such terms shall be ineffective. (4) Order Format. ERP requests Buyer to adhere to correct formatting of part numbers when placing an order. Using the ERP part number that is provided in the catalog, website, and promotional advertising is mandatory. Buyer can place orders using one of the following ways: (i) Phone – (800) 377-1355 (ii) Website – www.erparts.com (iii) Email – firstname.lastname@example.org using the Excel Purchase Order Template provided to you. If Buyer does not have an Excel Purchase Order Template, contact ERP at email@example.com or (800) 377-1355 to receive one. ERP reserves the right to reject an order unless it meets state requirements. (5) Price. Current pricing information is typically listed at www.erparts.com, which requires a login code only provided to qualified distributors. Shipments are invoiced at the pricing in effect at the time of shipment. Pricing on quotes provided by ERP remains valid for 30 days from date of quote. Pricing that has exceeded the 30 day quote period is no longer valid and a new quote must be obtained. (6) Scheduling. All orders or contracts are accepted with the understanding that they are subject to ERP’s current manufacturing schedule, and any government regulations, orders, directives, and restrictions that may be in effect from time to time. ERP shall not be liable for delays due to circumstances or acts beyond its control including, without limitation, accident, strike or other labor troubles or disputes, flood, fire, war, or Act of God, civil commotion, lack of or inability to obtain labor or materials, embargo, delays in transportation, or because of compliance with any law or other governmental action, requirements, regulations or restrictions. (7) Shipping and Other Charges. Except as otherwise provided herein, all prices quoted or acknowledged are F.O.B. St. Charles, Illinois, and do not include any present or future sales, use, excise or other taxes imposed upon the sale or any transportation or insurance charges. All such taxes, shipping, and insurance charges are the responsibility of the Buyer. All back orders will be given high priority shipment status to ensure prompt delivery. ERP selects the method and routing of the Buyer’s delivery. If Buyer specifies a preferred carrier for shipment that differs from that provided by ERP, shipping costs will be the sole responsibility of Buyer. In the event that Buyer is unable or unwilling to take delivery of all or any part of the products, ERP shall have the option, at its sole discretion, of placing them into storage with all costs, including storage, insurance, demurrage, and transportation at Buyer’s expense. ERP will not drop ship any product to residential addresses. (8) Terms of Payment. If approved by ERP for a credit account, Buyer shall pay all invoices within thirty (30) days of receipt of delivery of the product. If not approved, Buyer is required to pay in advance. Should the Buyer’s financial responsibility become unsatisfactory to ERP, cash payment or security satisfactory to ERP may be required by ERP for future deliveries and for the products theretofore delivered. ERP may extend discounts up to 2% for early payment or cash (non-credit card) payments, but reserves the right to withdraw any such discount at any time in its sole discretion. In the event the Buyer does not pay for any shipment when the same becomes due, then the past due amounts are subject to service charges of 1.5 percent per month or, if lower, the maximum permitted by law, and ERP may at any time thereafter suspend shipments, demand cash payments in advance, or terminate any contract in total. Buyers with a past due balance are not permitted to place any additional orders until bringing their account current. Buyer shall be liable for all costs incurred by ERP for non-payment, including, but not limited to, attorney’s fees and collection agency fees. (9) Invoice Disputes. Please notify ERP via firstname.lastname@example.org or at (800) 377-1355 of any shipment or invoice problems within 15 days of receipt of order. All disputes as to the amount(s) invoiced hereunder shall be made, in writing, to ERP, attention: customer service. Buyer shall pay to ERP, at ERP’s billing address, all amounts that it does not dispute, and nothing herein shall be construed to relieve Buyer from paying to ERP any such amounts which it does not dispute. Acceptance of any payment will not act as a discharge of the remaining disputed balance. (10) Limited Warranty. All ERP’s products, except electronic parts, are warranted for a period of one year from the installation or date of sale by an authorized distributor, against defects in workmanship, materials and/or operation subject to ordinary conditions, as it pertains to particular installations. ERP’s only obligation under this warranty is to repair, replace, or issue credit for, in its sole discretion, any of its products determined by ERP to have been defective within one year of installation or the sale date by an authorized ERP distributor. Electronic parts are not returnable.
To make a claim under this warranty, Buyer must provide to ERP the product’s (i) ERP part number, (ii) Proof of the date of installation or sale by the authorized distributor, (iii) Date of failure, (iv) Make and model of unit installed on, (v) Type of failure (described in as much detail as practical), (vi) Name, address, phone number of service company, (vii) Name, address, phone number of owner of the unit, (viii) Invoice date of purchase. All claims relating to this warranty should be directed to ERP’s Customer Service Department. Items will not be processed until ERP has the purchase order or invoice number corresponding to the items claimed. Upon receipt, ERP will provide Buyer a warranty return authorization packing slip that must be included with return. Products for which a warranty claim is made must be returned to ERP for inspection, with shipping charges prepaid by Buyer. A list must be included listing each warranty item by part number, quantity and purchase order or invoice number. Buyer must include an email address, phone number, and the person’s name that the return authorization should be directed to. To be eligible for a warranty claim products must have a warranty tag attached to each item. Products repaired or replaced under this warranty are warranted only through the remainder of the original warranty. (11) LIMITATION OF LIABILITY. ERP’s warranty does NOT cover the following: (i) Glass, ceramic and plastic items; (ii) Any product that, in ERP’s reasonable estimation upon inspection, reflects improper installation or application, abuse or tampering, burned contacts, stripped threads, or water or fire damage; (iii) Any oven, furnace, or dryer igniter damaged during transit that is NOT reported to ERP within fifteen (15) days of receipt. OTHER THAN AS SET FORTH HEREIN, ERP MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AND SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ALLEGED TO ARISE FROM ANY WARRANTY NOT EXPRESSLY SET FORTH AND PERMITTED HEREIN. ERP EXPRESSLY DISCLAIMS ANY WARRANTY FOR ANY DAMAGE RELATED TO INSTALLATION, LABOR, OR PRODUCTS USED IMPROPERLY. ERP’s liability (whether under the theories of breach of contract or warranty, negligence, or strict liability) for its products shall be limited to repairing or replacing parts found by ERP to be defective or, at ERP’s option, to extending credit for the purchase price of such products or parts. (12) Returns. Products may only be returned after first obtaining ERP’s written permission and a Returned Goods Authorization (RGA) number. If ERP authorizes the return of products, they must be unopened, unused, in good working order and condition, and be securely packed and shipped by Buyer in order to reach ERP without damage, with a copy of the RGA number prominently displayed and must be returned within 1 calendar year of purchase. ERP reserves the right to refuse credit or reduce credit for any return that is open, damaged, compromised, or otherwise not in the condition it was in when shipped by ERP (i.e., new, refurbished, unused, as applicable). Credit for returns is limited to the price paid for the product only, less any restocking fee, if applicable; Buyer is still responsible to pay for shipping, transit, and insurance costs, including such costs to return the products to ERP. If product is returned to ERP without a valid RGA number, ERP may, in its sole discretion: (i) extend credit for the returned items, minus a 20% restocking charge; or (ii) dispose of unauthorized returns with no credit to Buyer. In the event a product is sent to ERP that was not originally purchased from ERP, ERP reserves the right to discard this product. Buyer has 30 days to pay the shipping and handling fee otherwise ERP will dispose of the product with no further recourse for Buyer. (13) Nonconformity. Claims for products failing to conform to ERP’s specifications, defective goods, freight damage, shortages, pricing discrepancies or incorrect parts must be made within fifteen (15) days of delivery receipt. All products and services sold by ERP are to be inspected upon receipt and should any of such products fail to meet the written specifications accepted by ERP, Buyer shall not return the same, but shall notify ERP. Reports of discrepancies must contain the following information: (i) purchase order number; (ii) ERP invoice number; (iii) number and condition of cartons received; and (iv) any other relevant facts that may be helpful in tracing the cause of the problem. ERP will, at its option, either repair or replace nonconforming products upon their return or refund/ credit the purchase price of such products. ERP accepts no responsibility for damaged or missing cartons on common carrier shipments unless the delivery receipt is properly signed by carrier agent with discrepancy noted. All shipping discrepancies will be checked by ERP, and where applicable, credit will be issued. Deduction from payment will not be allowed. (14) DISCLAIMER OF DAMAGES. IN NO EVENT SHALL ERP BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR SERVICES PROVIDED BY SELLER, INCLUDING WITHOUT LIMITATION, BREACH OF ANY OBLIGATION IMPOSED ON ERP HEREUNDER OR IN CONNECTION HEREWITH. CONSEQUENTIAL DAMAGES SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF DELAY, INJURY, (INCLUDING DEATH TO ANY PERSON) OR LOSS OF OR DAMAGE TO PROPERTY (INCLUDING WITHOUT LIMITATION PROPERTY HANDLED OR PROCESSED BY THE USE OF THE PRODUCTS). BUYER SHALL INDEMNIFY ERP AGAINST ALL LIABILITY, COST, OR EXPENSE WHICH MAY BE SUSTAINED BY ERP ON ACCOUNT OF ANY SUCH LOSS, DAMAGE, OR INJURY CAUSED BY OR RELATED TO THE ACTIONS OF BUYER. (15) Risk of Loss. Unless otherwise agreed, the risk of loss to the products shall rest with Buyer upon delivery to the carrier at ERP’s facility, including risk associated with any products subsequently returned to ERP. (16) Entire Agreement, Modification and Waiver. Upon ERP’s acceptance of Buyer’s order, the terms and conditions set forth herein shall constitute the entire agreement between Buyer and ERP and no statement, correspondence, or other terms shall modify or affect the terms hereof. No change in these Terms and Conditions will be valid unless in writing approved by ERP. These Terms and Conditions govern and control any transaction between ERP and Buyer notwithstanding ERP’s use of Buyer’s purchase order number as an accommodation to Buyer. No waiver by ERP of a breach of any provision hereof shall constitute a waiver of any other breach of such provision or any other provision. No change in the order will be valid unless approved by ERP in writing. If any such change causes an increase in the cost of performing the order or in the time required by its performance, an equitable adjustment will be made and the order modified in writing accordingly. (17) Governing Law, Forum, and Severability. Any dispute which may arise hereunder from the relationship between ERP and Buyer or from any order or for any products and services purchased hereunder shall be governed by the laws of the State of Illinois without regard to rules governing conflict of laws. ERP and Buyer hereby consent to the exclusive jurisdiction of any state or federal court located within Cook County in the State of Illinois, in the United States of America, and agree that all actions or proceedings arising out of or relating to these Terms and Conditions and any agreement, order, invoice, or other issue between the parties shall be litigated in such courts. Any provision herein prohibited by law shall be ineffective to the extent of such prohibition and without invalidating the remaining provisions hereof. (18) Termination Clause. ERP may limit, suspend, or stop providing products to Buyer if Buyer fails to comply with these terms, causes any legal liability to ERP, or disrupts ERP’s business in any way. ERP reserves the right to change these conditions from time to time, and any such changes will be provided to Buyer at least 30 days before such changes go into effect.