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LOUISVILLE LADDER, INC
7765 National Turnpike
Unit 190
Louisville, KY 40214
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Copyright © 1946- 2022 Louisville Ladder, Inc. / Privacy Policy / Online Sales Policy / Terms of Use
TERMS AND CONDIT These terms and conditions (“Terms”) are the only terms which govern the sale of goods (“Goods”) by Louisville Ladder Inc. (“Seller”) to a buyer as identified on an invoice issued by Louisville Ladder Inc. (the“Buyer”), collectively the “Parties.” 1. Entire Agreement Seller’s invoice and these Terms are the entire agreement between the Parties and supersede all prior communications whether written or oral. These Terms supersede any and all terms and conditions issued by Buyer whether contained in any purchase order or otherwise. Seller’s fulfillment of a purchase order issued by Buyer’s does not constitute acceptance of any term or condition and does not serve to modify or amend these Terms 2. Price 2.1 Buyer shall purchase the Goods from Seller at the price listed in Seller’s invoice (the “Invoice”) or Seller’s published price list (the “Price or Prices”). 2.2 All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets. 2.3 Seller reserves the right to increase the Price of Goods to reflect any increase in the cost to the Seller’s cost of raw materials, components (e.g., steel, aluminum), or to cover any extra, unforeseen and unusual cost elements (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, tariffs, acts of Government, significant increase in the costs of labor, delivery materials or other costs of manufacture, force majeure); or, to any change in delivery dates, quantities or specifications for Goods as requested by Buyer, or any delay caused by any instructions of Buyer or failure of Buyer to give the Seller adequate information or instructions 3.Payment Terms 3.1 Buyer shall pay all invoiced amounts due to Seller as is reflected in Seller’s Invoice or as otherwise agreed upon in writing by Seller and 3.2 Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due and such failure continues for ten (10) calendar days following written notice by Seller. 3.3 Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise. 4. Title, Risk of Loss, and Security Interest Title and risk of loss passes to Buyer upon delivery of the Goods at the delivery point as designated in Seller’s Invoice. As collateral security for the payment of the purchase price of the Goods, Buyer grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or arising or acquired from time to time, and in all accessions and replacements or modifications, as well as all proceeds (including insurance proceeds). The security interest granted under this provision constitutes a purchase money security interest under the Uniform Commercial Code. 5. Shipping Terms 5.1 Unless otherwise noted on Seller’s Invoice, delivery is EXW Seller’s shipping point as designated on the Invoice (Incoterms 2020). 5.2 All delivery costs and charges, plus handling fees shall be paid according to the terms of Seller’s Invoice. Buyer is solely responsible to insure Goods upon completion of delivery by Seller. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods. 5.3 Any claims for shortages or damages suffered in transit shall be handled according to the terms of Seller’s Invoice.While Seller will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Seller, all shipping dates are approximate and not guaranteed. If stated in Seller’s Invoice, Seller reserves the right to make partial shipments, Seller, at its option, shall not be bound to tender delivery of any Goods for which Buyers has not provided shipping instruction6. Delivery 6.1 Except as otherwise agreed to by Seller and Buyer in writing, Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability of finished Goods. Seller shall not be liable for any delays, loss, or damage in transit. 6.2 If stated in Seller’s Invoice, Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. 6.3 If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered, or if Seller is unable to deliver the Goods on such date because Buyer has not provided appropriate instructions, documents, licenses, or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and, (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 6.4 Any discrepancy in the quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s facility is conclusive evidence of the quantity received by Buyer on delivery, unless Buyer can provide conclusive evidence proving the contrary. 6.5 Seller shall not be liable for any discrepancies in quantity of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within fifteen (15) business days of the date when the Goods would in the ordinary course of events have been received. 6.6 If Seller delivers to Buyer a quantity of Goods of up to 10% more or less than the quantity set forth in the Invoice, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Invoice adjusted pro rata. 7. Inspection and Rejection of Goods 7.1 “Nonconforming Goods” means only the following: (i) the Goods shipped are different from those identified in Seller’s Invoice; (ii) the labels or packaging of the items incorrectly identifies the Goods; or, (iii) the Goods have been damaged to an objectively reasonable degree that they are no longer usable for their intended purpose. 7.2 Buyer will inspect all Goods within fifteen (15) days following delivery by Seller (the “Inspection Period”). Goods will be deemed accepted at the end of the Inspection Period: (i) unless Buyer notifies Seller, in writing, of any Nonconforming Goods accompanied with written evidence, photographs, or other documentation as requested; and, (ii) as approved in writing to be Nonconforming Goods by Seller. 7.3 If Buyer notifies Seller of any Nonconforming Goods prior to expiration of the Inspection Period, then Seller may, in its sole discretion: (i) replace the Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer; (ii) rework the Nonconforming Goods to make them conforming; or, (iii) issue a credit or refund the purchase price.7.4 No credit, refund, or replacement shall occur until after Seller’s receipt of the Nonconforming Goods at a location designated by Seller, unless such condition is waived in writing by Seller. At Seller’s direction, Buyer shall ship, at Buyer’s expense and risk of loss, the Nonconforming Goods to Seller. After receiving Buyer’s shipment of Nonconforming Goods, Seller shall ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods. 7.5 Buyer acknowledges and agrees that these remedies are Buyer’s exclusive remedies and Seller’s sole liability for the delivery of Nonconforming Goods. Buyer agrees that it has no right to return Goods to Seller without Seller’s written authorization. 8. Limited Warranty OTHER THAN THE WARRANTIES SET FORTH IN THIS SECTION, SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, OR AND WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. 8.1 Seller warrants that the Goods manufactured by Seller will be free from defects in material and, under normal use by Buyer and regular service and maintenance by Buyer, for a period of 12 months after delivery to Buyer. 8.2 This warranty does not extend to any losses or damages due to misuse, accident, abuse, neglect, normal wear and tear, Buyer’s negligence, unauthorized modification or alteration, use beyond rated capacity, or improper installation, maintenance, or application. To the extent that Seller has relied upon any specifications, information, representation of operating conditions or other data supplied by Buyer or its agents to Seller in the selection or design of Goods in the preparation of Seller’s Invoice, and in the event that actual operating conditions or other conditions differ from those represented by Buyer and relied upon by Seller, any warranties or other provisions contained here which are affected by such conditions shall be null and void. 8.3 Buyer shall provide written notice to Seller within thirty (30) days after Buyer’s discovery of any warranty defects; however, such notice shall not extend the 12 month warranty period. Seller shall at its option, repair, correct, or replace the Goods found by Seller to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer’s claim for such defects. Goods repaired or replaced during the warranty period shall be covered by the warranty for the remainder of the original warranty period or ninety (90) days, whichever is longer. 9. Recall 9.1 If Seller or any governmental authority determines that a recall campaign is necessary, Seller shall exclusively have the right to implement such recall campaign and request the return of the identified recalled Goods (“Recalled Goods”) to Seller or destroy such Recalled Goods, at Seller’s sole cost and risk. 9.2 If a recall campaign is implemented, Seller shall replace any Recalled Goods and provide such replacement Goods to Buyer or Buyer’s designee. 9.3 Notwithstanding, Seller shall not be liable for any Recalled Goods if: (i) Buyer makes any further use of such Recalled Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; or, (iii) Buyer alters or repairs such Recalled Goods without the prior written consent of Seller.10. Limitation of Liability IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 11. Returns or Notice of Injury If Buyer receives from a third party a return of Goods which is damaged or receives notice that a third party has been injured or property damaged while using the Goods, Buyer shall take photographs and provide a narrative to Seller of such notice or damage, including a description of the incident causing injury or damage, the date of notice or return, name and address of the individual or entity making the notice or return, receipts showing the original purchase, and any documents or photographs provided to Buyer regarding the return, injury, or damage. 12. Discontinuation of Goods Seller reserves the right to discontinue manufacturing and sale of Goods at any time. If however at any time during the term of an Agreement under which Seller sells and Buyer purchases Goods on a regular basis, such regularly sold and purchased Goods are to be permanently discontinued (“Discontinued Goods”), Seller shall use its reasonable commercial efforts to give Buyer prior written notice of such discontinuance and shall use reasonable commercial efforts to accept last-time-buy orders for such Discontinued Goods all in accordance with Seller’s product discontinuation process and general information related thereto as published on Seller’s website.13.Intellectual PropertBuyer acknowledges Seller and its affiliates are the owners or licensors of brands, trademarks, designs, patents, copyrights, and other intellectual property relating to Seller’s Goods, and that no right or license is conveyed by Seller to Buyer to manufacture, have manufactured, modify, import, or copy such Goods. Buyer agrees that it will reference brands of Seller or its affiliates only in connection with the use or sale of Goods delivered to Buyer, and not in connection with the sale of any other Goods, except as separately authorized by Seller in writing. Buyer further agrees that it will not, directly or through intermediaries, reverse engineer, decompile, or disassemble any Goods. 14. Force Majeure 14.1 Seller shall not be liable to Buyer, nor be deemed to have defaulted under or breached these Terms for delays in performance or for non-performance, if caused directly or indirectly, by acts beyond Seller’s reasonable control, including, without limitation: acts of God; acts of Buyer; war; fire; flood; earthquake; weather; sabotage; strikes, lockouts, slowdowns, picketing, or other labor disputes or controversies; civil disturbances or riots; war; invasion; hostilities (whether war is declared or not); terrorist threats or acts; , tariffs, embargos or blockades; national or regional emergency; epidemic, pandemic (including the COVID-19 pandemic and any governmental measures related to epidemics and pandemics), quarantine restrictions; allocations, laws, regulations, orders, or actions; unavailability of or delays in transportation; accidents, delays or default of or failure by common carriers; shortage of labor; delay in obtaining or inability to obtain materials, equipment or parts from regular sources; default of suppliers; or unforeseen circumstances or events beyond Seller’s reasonable control, or without Seller’s fault, whether similar or dissimilar to the foregoing (“Force Majeure”). 14.2 Upon written notice by Seller to Buyer of the occurrence of a Force Majeure, deliveries or other performance may be suspended for an appropriate period of time or cancelled by Seller. If Seller determines that its ability to supply the total demand for Goods, or to obtain material used directly or indirectly in the manufacture of Goods, is obstructed, limited, or made impracticable due to a force majeure, Seller may allocate its available supply of Goods among its purchasers on such basis as Seller determines to be equitable without liability for any failure of performance. 15. Cancellation and Termination15.1 Purchase orders placed by Buyer and accepted by Seller may not be canceled, except with Seller’s written consent prior to shipment and Buyer’s acceptance of Seller’s cancellation charges, which shall protect Seller against all costs and losses. Seller reserves the right to cancel any sale prior to delivery in Seller’s sole discretion without liability to Buyer (except for refund of monies already paid). 15.2 In addition to any other remedies that Seller may have, Seller may terminate these Terms with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under these Terms and the failure continues for five (5) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. In addition, Seller may terminate these Terms without cause on ninety (90) days prior written notice to Buyer. 16. Confidentiality 16.1 All non-public, confidential, or proprietary information of Seller, including but not limited to intellectual property, business information, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, rebates, trade secrets, that is disclosed by or on behalf of Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential” (Confidential Information”), in connection with these Terms is strictly confidential, is provided solely for the use of performing these Terms, and may not be disclosed to any person, corporate division or entity, or copied, unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer will promptly return all Confidential Information and other materials received from Seller. Seller will be entitled to injunctive relief for disclosing Confidential Information without having to post bond or establish the insufficiency of a remedy at law.16.2 Confidential Information is not information that is: (a) in the public domain; or (b) rightfully known by Buyer free of any obligation of confidence at the time of disclosure to Buyer by Seller, as evidenced by written records. 17.Compliance with Law The Parties will at all times and at its own expense: (i) strictly comply with all applicable laws, rules, regulations, ordinances, and governmental orders, now or later in effect, including, without limitation, export and import laws and regulations; (ii) pay all fees and other charges required by such laws, rules, regulations, and orders; and, (iii) maintain in full force and effect all licenses, permits, authorizations, registrations, and qualifications from all applicable governmental departments and agencies to the extent necessary to perform its obligations hereunder. If requested by Seller, Buyer will sign written assurances and other export or import related documents, as may be required under applicable export or import laws and regulations.18. No On-line or Internet Sale Under no circumstances shall Buyer sell Goods via an e-commerce retailer such as Amazon, Etsy, Alibaba, or anything similar, nor sell or distribute Goods to any third party engaged in the direct sale of Goods to consumers in such manner. Buyer shall notify Seller immediately if it becomes aware of such sales and take immediate action to cease such sales, including, but not limited to the immediate termination of any agreement to supply Goods to such third party and barring such third-party or any affiliate from any future sale or distribution. Buyer affirmatively agrees to reimburse Seller for all costs and expenses incurred by Seller, including attorney fees and costs, associated with Seller’s efforts to stop such sale or distribution.19. Assignment Buyer shall not assign its rights or delegate its duties or any interest without the prior written consent of the Seller, and any such assignment, without such consent, shall be void. In the event of a change of control, merger, reorganization, or sale of all, or substantially all of Buyer’s assets to a third party, Seller may terminate this Agreement and/or any applicable purchase order with ten (10) days’ prior written notice. 20. Indemnity 20.1 Buyer shall indemnify Seller for any written demand asserting liability for personal injury, property damage, or any other damage (a “Claim”) or lawsuit made by a third party against Seller alone or Seller and Buyer together arising from the Buyer’s distribution or sale of the Goods to a third party, or for retail sale to a consumer where such Claim is solely based upon acts or omissions of Buyer, including but not limited to, misrepresentations by Buyer as to any expressed or implied warranty.20.2 Where a Claim or lawsuit is made against Buyer by a third party regarding Seller’s Goods, Buyer shall immediately preserve the Goods, all evidence concerning the Goods (receipts, invoices, photos, video, emails, correspondence etc.) and immediately provide written Notice to Seller.20.3 Seller shall evaluate the Claim or lawsuit, including requesting additional information from Buyer (which Buyer shall promptly respond to), and provide written Notice to Seller whether Seller intends to or does not intend to indemnify and provide counsel to Buyer. 20.4 If indemnity and choice of counsel is accepted by Seller, Buyer agrees to accept Seller’s choice of counsel and shall assist Seller’s counsel with the defense of the case including timely appearing to be interviewed, deposed, assisting with the collection of documents, email, or tangible items as requested by counsel. Buyer’s failure to assist counsel shall be grounds by Seller to revoke, without prior Notice, any acceptance to indemnify and provide counsel. 20.5 Under no circumstances shall Seller be responsible for paying or reimbursing any expenses or costs incurred by Buyer, including attorney fees or costs, related to responding to a Claim or lawsuit, unless agreed to in writing by Seller.21.Notices All notices and communications to be given under these Terms and Conditions shall be in writing and shall be deemed delivered upon hand delivery, confirmed email communication, or three (3) days after deposit in the mail of the home country of the party, postage prepaid, by certified, registered, first class or equivalent mail, addressed to the Parties at their addresses set forth on the corresponding Invoice (“Notice”).22Miscellaneous22.1Changes .Seller reserves the right to make at any time Goods and/or production changes. 22.2 Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 22.3 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms. 22.4 Severability. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.22.5 Cumulative Remedies. All rights and remedies provided in these Terms are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise. 22.6 No Third-Party Beneficiaries. These Terms benefit solely the Parties and nothing in these Terms, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms. 22.7 Choice of Law. These Terms are governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky, United States of America, without regard to the conflict of law provisions, to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Kentucky. 22.8 Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to these Terms and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than in the Jefferson Circuit Court of the Commonwealth of Kentucky or the United States Federal District Court, Western District of Kentucky, Louisville Division. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in such courts. Each party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.22.9 Certificate of Insurance as Additional Insured Upon written request, Seller may agree to include Buyer as an additional insured under a certificate of insurance under its commercial general liability insurance policy, if any. This inclusion as an additional insured shall be subject to all exclusions, endorsements, limitations, definitions and terms as found within the policy providing insurance to Seller. The certificate of insurance is not and should not be considered representative of insurance coverage by Seller’s insurer.
LOUISVILLE LADDER, INC
7765 National Turnpike
Unit 190
Louisville, KY 40214
SUBSCRIBE TO OUR MAILING LIST
Copyright © 1946- 2022 Louisville Ladder, Inc. / Privacy Policy / Online Sales Policy / Terms of Use