HATCHELL & ASSOCIATES, INC.’s STANDARD TERMS & CONDITIONS
Any Quotation and any resulting purchase order are expressly subject to Hatchell & Associates, Inc.’s (“Hatchell” or “Our”) terms and conditions (“T&C’s”) which T&C’s are subject to change at any time without prior notice. Your issuance of a purchase order pursuant to Our Quotation shall constitute your acceptance of Our T&C’s. Our acceptance of your purchase order is expressly limited to Our Quotation and T&C’s. Terms and conditions proposed by you or appearing in your purchase order which are different from or in addition to Our Quotation or these T&C’s are not binding upon and are expressly rejected by Hatchell, and shall not become part of the contract between us unless specifically agreed to in a writing physically signed by both of us notwithstanding any shipment of goods or acceptance of payment by Hatchell. In the event of a conflict between your purchase order and Our Quotation (as supplemented by these T&C’s), the terms of Our Quotation shall govern.
- Net 30 days to qualified customers.
- All orders are subject to Our approval.
- Prices are subject to change without notice.
- All prices exclude freight AND tax (if applicable).
- Sales and deliveries shall be subject to Our credit approval and Hatchell may require advance payment of satisfactory security or guaranty that invoices will be paid promptly when due. If buyer fails to comply with any terms or payment, Hatchell, in addition to its other rights and remedies, reserves the right to withhold further deliveries, and any unpaid amount there upon shall become due immediately. If buyer shall fail to or refuses to accept delivery of equipment and/or material ordered hereunder, or shall default in the performance of any of its obligations, Seller may retain cash deposited or paid to it and apply the same toward payment of its damages. If products ordered have been delivered to buyer at the time of default, Hatchell may declare the full amount due and payable, without notice, or demand return of the products. The remedies provided herein shall not be deemed exclusive, but shall be cumulative and shall be in addition to all other remedies in Hatchell’s favor in existing law or in equity.
- Buyer shall make full examination of and test of any goods immediately upon receipt. Failure of buyer to give notice in writing of any claim for defects or breach of manufacturer warranty within ten (10) business days after receipt of goods shall be an unqualified acceptance of the goods and a waiver of all claims by Buyer.
- If buyer wishes to pay by credit card, buyer must pay all associated fees and charges assessed by bank or credit card issuer.
Change Orders and Returned Goods Policy:
- No change may be made to buyer’s order after acceptance without a change order, signed by the parties, setting forth the specific change to the order and any adjustments to the scheduled shipment date and the amounts payable.
- Special orders which are not stock cannot be returned for credit.
- Material must be in saleable condition subject to inspection by Hatchell.
- Credit amount to be determined by original selling price.
- All returns must have an RGA number issued before any product will be accepted for return by Hatchell.
- The RGA form must accompany the returned goods.
- Amounts to be credited will be determined upon receipt and inspection by original manufacturer.
- RGA’s are valid for 30 days from date of issuance.
- Approved and accepted products are subject to a:
- $75 fee for items originating out of our warehouse.
- $150 fee or items that did not originate out of our warehouse.
Disclaimer of Warranties and Limitations of Damages.
ALL QUOTES AND INVOICES ARE ISSUED SUBJECT TO HATCHELL’S STANDARD TERMS & CONDITIONS. ANY INVOICE AND ANY PRECEDING QUOTE IS EXPRESSLY MADE CONDITIONAL ON BUYER’S ASSENT TO ANY TERMS AND/OR CONDITIONS WHICH ARE ADDITIONAL TO OR DIFFERENT FROM THE TERMS AND CONDITIONS OF BUYER’S REQUEST FOR PROPOSAL, PURCHASE ORDER OR SIMILAR DOCUMENT. SUCH ASSENT, UNLESS PREVIOUSLY GIVEN IN SOME OTHER MANNER, SHALL BE CONCLUSIVELY PRESUMED TO BE GIVEN UPON BUYER’S ORDER OF ANY GOODS NOT ACCOMPANIED BY ANY WRITTEN OBJECTION TO SUCH TERMS AND CONDITIONS.
THE GOODS DELIVERED UNDER ANY HATCHELL QUOTATION OR ANY RELATED PURCHASE ORDER ARE SUPPLIED AND SOLD TO BUYER “AS IS” AND WITH ALL FAULTS. HATCHELL MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, ARISING FROM ANY COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE, AS TO THE GOODS, OR ANY MATTER WHATSOEVER WITH RESPECT TO THE GOODS, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO QUALITY, PERFORMANCE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. BUYER SHALL MAKE ITS OWN DETERMINATION OF BUYER’S REQUIREMENTS FOR AND THE MERCHANTABILITY OF THE GOODS AND THEIR FITNESS FOR ANY PARTICULAR PURPOSE, AND THE APPROPRIATENESS OF ANY MANUFACTURER-PROVIDED WARRANTY.
HATCHELL SHALL NOT BE LIABLE FOR LOSS OR DAMAGE DUE TO DELAY IN DELIVERY OR MANUFACTURE OF ALL OR ANY PORTION OF A PURCHASE ORDER, RESULTING FROM ANY CAUSE BEYOND HATCHELL’S REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO COMPLIANCE WITH ANY REGULATIONS, ORDERS OR INSTRUCTIONS OF ANY GOVERNMENT, OR DEPARTMENT OR AGENCY THEREOF, ACTS OF GOD, NATURAL DISASTERS (INCLUDING BUT NOT LIMITED TO HURRICANES, FLOODS, TORNADOES, WIND, RAIN, SNOW, OR WILDFIRES), ACTS OF OR OMISSIONS OF THE BUYER, ACTS OF CIVIL OR MILITARY AUTHORITY, FIRES, STRIKES, FACTORY SHUTDOWNS OR ALTERATIONS, EMBARGOES, WAR, RIOT, DELAYS IN TRANSPORTATION OR INABILITY DUE TO CAUSES BEYOND SELLER’S REASONABLE CONTROL TO OBTAIN NECESSARY LABOR, MANUFACTURING FACILITIES OR MATERIALS FROM HATCHELL’S USUAL SOURCES. ANY DELAYS RESULTING FROM ANY SUCH CAUSE SHALL CONSTITUTE CAUSE FOR EXTENDING DELIVERY DATES AND DELVIERY OF THE GOODS SHALL CONSTITUTE A WAIVER OF ALL CLAIMS FOR DAMAGES.
IN NO EVENT SHALL HATCHELL BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A QUOTATION, ANY RELATED PURCHASE ORDER, OR THE GOODS, WHICH EXCEEDS THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER FOR THE GOODS.
UNDER NO CIRCUMSTANCE SHALL HATCHELL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR INJURY TO PERSON OR PROPERTY, LOST PROFITS, LOST SALES OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL LOSS), WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THE PRODUCTS.
Governing Law. All orders and these T&C’s will be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflicts of law principles.
Time Limitation. ANY AND ALL SUITS, CLAIMS OR ACTIONS AGAINST HATCHELL ARISING IN WHOLE OR IN PART OUT OF GOODS SOLD BY HATCHELL, MUST BE COMMENCED WITHIN ONE YEAR OF THE DATE THE CAUSE OF ACTION ACCRUES OR BE FOREVER BARRED.
Jurisdiction & Venue. The exclusive jurisdiction and venue of any dispute that arises between any buyer and Hatchell shall be the Circuit Court of Cook County, Illinois, unless waived by Hatchell.
Fees & Costs. Hatchell shall be entitled to recover all attorneys’ fees and court costs incurred by Hatchell in connection with any successful claim brought by Hatchell, including to collect any amounts due and owing to Hatchell, or in connection with any successful defense by Hatchell of any claim brought against Hatchell.
No Waiver. Our acceptance of payment, delivery of products, performance, or receipt or acknowledgment of receipt of any such conditions, or failure to insist on your performance of any of these T&C’s shall not alter nor be considered a waiver by Hatchell of such terms, conditions or requirements and shall not affect Our right to subsequently enforce each and every term, condition or requirement.
Risk of Loss. From the time of Our delivery of Products to your carrier, all risk of loss of, or damage to, the Products shall be borne by you.
No Assignment by Buyer. Buyer shall not assign any Quotation or Invoice, or any other right as against Hatchell, without Hatchell’s express written consent.
Entire Agreement. Our Quotation, these T&C’s and Our invoice contain all of Our terms, conditions, and agreements with respect to the subject matter of your purchase. All prior communications, written or oral, between the parties regarding the subject matter of this your purchase are included in Our Quotation, these T&C’s and Our invoice.