The following terms and conditions (“Terms”) apply to the extension of credit by The Chas E. Phipps Co. (“Phipps”) to Customer and to the provision of any equipment, materials, or goods (“Goods”) by Phipps to Customer:
Payment Terms: All payments must be made to Phipps thirty (30) days from the date of invoice. ALL TAXES, ASSESSMENTS, OR ANY OTHER CHARGES IMPOSED OR TO BE SUBSEQUENTLY IMPOSED BY ANY GOVERNMENTAL AUTHORITY SHALL BE PAID BY CUSTOMER. A SERVICE CHARGE IN THE AMOUNT of TWELVE PERCENT (12%) per annum (1.0% per month) WILL BE CHARGED ON ALL UNPAID BALANCES BEGINNING WITH THE FIRST DAY AFTER PAYMENT WAS DUE AND SHALL ACCRUE TO CUSTOMER’S ACCOUNT UNTIL THE UNPAID BALANCE IS PAID IN FULL. If Customer fails to fulfill these Terms, or if Customer’s financial responsibility or credit standing becomes impaired or otherwise unsatisfactory to Phipps, Phipps reserves the right to cancel or limit Customer’s ability to purchase on credit or to require cash payment or satisfactory assurance of payment. Customers whose accounts have past due invoices may also be required to pay all outstanding amounts due before additional orders are processed, and future orders may require payment in advance. Returned checks are subject to a $30.00 charge. Customer will be responsible for all costs of collection, including legal fees, incurred by Phipps in enforcing these Terms.
Pricing: Pricing for the Goods is subject to change. Customers are encouraged to confirm the availability and prices of Goods. Unless otherwise agreed and specified in the applicable order acknowledgement or invoice, all prices are FOB Phipps’ yard or manufacturer, as applicable.
Shipping/Delivery: All deliveries shall be made at Phipps’ yard unless Customer provides Phipps with different shipping and delivery instructions at the time of placing an order. In the event of delivery beyond the curb, Customer will arrange for prompt unloading, assume all responsibility for the Goods during and after unloading, and assume all liability for damage to sidewalks, driveways, and other property. Risk of loss of the Goods shall pass to Customer upon delivery of the Goods.
Inspection of Goods: Upon receipt of the Goods, Customer shall immediately inspect the Goods to ensure that the type, specification, and quantity of Goods received are in accordance with Customer’s order. Customer waives any claims with respect to nonconforming or damaged Goods unless Customer provides Phipps with written notice, within one (1) business day of delivery of the Goods, of any errors, defects, or discrepancies in the type, specification, or quantity of Goods and any damage to the Goods.
Return Policy: Goods must be returned in unaltered, resaleable condition within thirty (30) days of invoice date. Specially ordered and non-stock Goods are subject to manufacturer’s return policy. Returns not conforming to this policy will not be accepted. A twenty percent (20%) restocking charge applies to all returns.
Warranty Disclaimer: Customer is solely responsible for determining the suitability of Goods for Customer’s purposes and for using all Goods in the manner specified by the applicable manufacturer. Phipps makes no representation or warranty, express or implied, as to the Goods or as to the fitness or appropriateness of any Goods for any particular application. Warranty, SDS, tech data, and other information about Goods can be found at www.chasephipps.com or obtained from the manufacturer.
Delays: Phipps is not responsible for failures or delays in manufacturing, delivery, or shipping of Goods caused by strikes, accidents, fires, manufacturer delays, transportation shortages or delays, acts of nature, or any other causes beyond Phipps’ control, whether of the type enumerated here or otherwise.
Security Interest: As collateral to secure the credit advanced by Phipps to Customer, Customer hereby grants and conveys to Phipps a lien on and purchase money security interest in and to the Goods, wherever such Goods may be located, and to any accessories or parts now or hereafter affixed thereto. Customer hereby (a) irrevocably authorizes Phipps to execute and file appropriate UCC financing statements, amendments, and continuations thereof, or other documents on Phipps’ or Customer’s behalf, as the case may be, that Phipps deems necessary to secure, protect, or perfect Phipps’ security interest, and (b) agrees to perform all acts requested by Phipps to protect Phipps’ right, title, and interest granted hereunder. Customer shall execute and deliver all instruments and take all other actions necessary to secure such rights as Phipps requests. Phipps shall have all of the rights and remedies of a secured creditor under applicable law, including but not limited to the Uniform Commercial Code, in addition to any mechanic’s lien or other rights or remedies Phipps may have at law or in equity, all of which shall be cumulative and not exclusive.
All of Customer’s orders for Goods from Phipps are governed by and made expressly conditioned upon Customer’s acceptance of these Terms. No other terms and no modification of these Terms shall be binding or enforceable unless expressly agreed to in writing by The Chas E. Phipps Co. No conditions, usage of trade, course of dealing, understanding, or agreement purporting to modify, explain, or supplement these Terms shall be binding unless made in writing and signed by Phipps. ANY ADDITIONAL OR DIFFERENT TERMS IN CUSTOMER’S PURCHASE ORDER OR OTHER FORM ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS, AND NOTICE OF OBJECTION TO AND REJECTION OF SUCH TERMS IS HEREBY GIVEN. Failure of Phipps to object to provisions contained in any purchase order or other document of Customer shall not be construed as acceptance thereof or as a waiver of these Terms. Customer’s purchase and/or acceptance of any Goods constitutes Customer’s unconditional acceptance of these Terms.