TERMS AND CONDITIONS

These Terms and Conditions apply to all sales transactions with The W.W. Williams Company, LLC, including quotations, purchase orders, service orders, sales orders, or similar documents:

1. Terms Exclusive. These Terms and Conditions and the applicable quotation, purchase order, service order, sales order or similar document constitute the complete, exclusive and final agreement (collectively, the “Agreement”) of the buyer (“Buyer“) and The W.W. Williams Company, LLC (“Williams“).  All other additional or conflicting terms or conditions which may now or in the future appear on Buyer’s acknowledgment, purchase order, or other similar document are expressly objected to by Williams without future notification and shall be null and void.  These Terms and Conditions may only be modified, superseded or altered in writing signed by both parties.  Buyer’s acceptance of any performance by Williams shall be taken as Buyer’s acceptance of these Terms and Conditions.
2. Prices.  Prices are subject to change or withdrawal without notice.  Unless otherwise stated in the Agreement, prices may be adjusted to and invoiced at Williams’s price list in effect at the time of the shipment of goods or furnishing of the services. Unless otherwise stated in the Agreement, prices are exclusive of applicable taxes, excises, duties, quotation fees or other governmental impositions which Williams may be required to pay or collect on behalf of Buyer.
3. Payment Terms; Security Interest. Extensions of credit by Williams are subject to credit approval by Williams in its sole discretion, which may be modified or revoked by Williams at any time.  Unless otherwise stated in the Agreement, payment shall be due and payable in full and without setoff within 15 days following delivery of the goods or completion of the services.  Any payment not made when due shall be subject to a carrying charge of one and one-half percent (1 ½%) per month on the unpaid balance until paid in full.  Buyer expressly grants to Williams a security interest in any goods, or a mechanic’s or garage keeper’s lien, as applicable, in respect of any services, to secure payment of the purchase price therefore and any other amounts or charges owed by Buyer to Williams.  Buyer authorizes Williams (but Williams is not obligated) to file a financing statement or take such action as Williams deems advisable to evidence and perfect its security interest.
4. Delivery; Force Majeure. Unless otherwise stated in the Agreement, delivery of the goods, and services, if any, shall be F.O.B. point of shipment. Any delivery date specified is approximate only. Acceptance of shipment by a common carrier shall constitute tender of delivery. Upon tender of delivery, risk of loss shall pass to Buyer.  Title shall pass to Buyer when the full price has been paid. Partial shipments may be made and payments, therefore, shall become due in accordance with the terms hereof as shipments are made and invoices rendered.  If Williams is not able to meet the delivery date specified by reason of any force majeure event beyond Williams’s control, including (but not limited to) war, governmental requests, restrictions or regulations, fire, flood, casualty, accident, or other acts of God, disease or illness, including but not limited to epidemic, pandemic, or quarantine, national or state declared emergency, strikes or other difficulties with employees, supplier delays, delay or inability to obtain goods, labor, equipment, material, and service through Williams’s usual sources, failure, refusal or delay of any carrier to transport materials, or any other similar event, Williams shall not be liable therefor and may, in its discretion without prior notice to Buyer, postpone the delivery date(s) under this Agreement for a time which is reasonable under all the circumstances.  Acceptance of the goods or services shall constitute a waiver of all claims for damages.
5. Standard Limited Warranty; Limitations of Liability. The Williams Standard Limited Warranty and the limitations of liability contained therein, attached as Exhibit A hereto, shall apply to the purchase and sale of goods and services under this Agreement.
6. Indemnification.  Buyer shall indemnify, defend, and hold harmless Williams, its directors, officers, employees and their respective affiliates against any claim, demand, complaint, liability, loss, cost, damage and/or expense (including attorneys’ fees, costs and expenses of litigation and settlements) arising out of or as a result of (i) Buyer’s (or any other party’s) use of the goods or equipment sold or serviced by Williams; and (ii) Buyer’s negligence or willful misconduct, except to the extent, in either case, caused by the negligence or willful misconduct of Williams.
7. Claims.  Unless otherwise stated in the Agreement, claims respecting the condition of goods, compliance with specifications, or any other matter affecting goods shipped or services provided to Buyer, must be made promptly and in no event later than twenty (20) days after receipt of the goods by Buyer or the furnishing of the services by Williams. Failure of Buyer to make a claim within such 20-day period shall be deemed an unqualified acceptance of the goods or services by Buyer. Buyer shall set aside, protect, and hold such goods (without charge to Williams) without further processing until Williams has an opportunity to inspect and advise of the disposition, if any, to be made of such goods. In no event shall any goods be returned, reworked, or scrapped by Buyer without the express written authorization of Williams.
8. Default and Williams’s Remedies. If Buyer fails to make timely payment on any sale of goods or services from Williams to Buyer, Williams, in addition to any other remedies available to it, may at its option, (a) defer further shipment or services until such payments are made and satisfactory credit arrangements are reestablished or (b) cancel the balance of any order, and Buyer shall not have any cause of action or be entitled to any offset, counterclaim, or recoupment against Williams by reason of such action.  In the event of Buyer’s default, Williams may exercise any and all remedies set forth in this Agreement, any other agreement between the parties, and applicable law, all of which rights and remedies are cumulative.
9. Collection Costs and Attorney Fees. Buyer agrees to pay all of Williams’s costs and expenses incurred in collecting payments due from Buyer (including without limitation reasonable attorney fees and costs and expenses of any collection agency).
10. Return Policy. Returns must be accompanied by this invoice and in the original, unopened box or packaging.  A 15% restocking charge will be applied to all returned items.  No returns on electrical items.  No returns on special order items.  No returns after 30 days from invoice date.
11. Technical Assistance. Unless otherwise stated in the Agreement: (a) any technical advice provided by Williams with respect  to the use of goods or services furnished to Buyer shall be provided as a courtesy without charge and without warranty; (b) Williams assumes no obligation and disclaims all liability for any such advice or for any results occurring as a result of the application of such advice; and (c) Buyer shall have sole responsibility for selection and specification of the goods and services appropriate for the end use of such goods or services.
12. Miscellaneous. This Agreement will be governed by the laws of the State of Ohio. The exclusive venue for any dispute related to this Agreement shall be the federal and state courts located in Columbus, Ohio.  If any of the provisions hereof shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. The individual rights and remedies of Williams reserved herein shall be cumulative and additional to any other or further remedies provided in law or equity. Waiver by Williams of performance or inaction with respect to Buyer’s breach of any provision hereof, or failure of Williams to enforce any provision hereof which may establish a defense or limitation of liability, shall not be deemed a waiver of future compliance therewith or a course of performance modifying such provision, and such provision shall remain in full force and effect as written.
13. Entire Agreement. This Agreement, including without limitation the Terms and Conditions and any other document incorporated herein by reference, constitutes the sole and entire agreement between Buyer and Williams with respect to any order or sale of goods or furnishing of services to Buyer, superseding completely any prior or contemporaneous oral or written communications.