Terms And Conditions

Terms and Conditions of Sale

ACCEPTANCE AND TERMINATION OF ORDERS – Acceptance of any order is subject to credit approval and acceptance of order by Broken Arrow Electric Supply, Inc. (BAES). If credit of the buyer of the goods (Buyer) becomes unsatisfactory to BAES, BAES reserves the right to terminate upon notice to Buyer and without liability to BAES.

CANCELLATION OF ORDERS – If Buyer cancels any order after acceptance thereof by BAES, Buyer shall be liable for all cancellation and/or restocking charges incurred by BAES which may equal the actual selling price of the goods.

PRICES AND SHIPMENTS – Unless otherwise quoted, prices shall be those in effect at time of shipment, which shall be made F.O.B. shipping point, prepaid and bill, unless otherwise agreed to.

RETURN OF GOODS – Credit may be allowed for goods returned with prior approval. A deduction may be made from credits issued for restocking fees.

TAXES – Prices shown do not include sales or other taxes imposed on the sale of goods. Taxes now or hereafter imposed upon sales or shipments will be added to the purchase price. Buyer agrees to reimburse BAES for any such tax or provide BAES with an acceptable tax exemption certificate.

DELAY IN DELIVERY – BAES is not accountable for delays in delivery occasioned by acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond BAES’ reasonable control. Factory shipment or delivery dates are the best estimates of our suppliers, and in no case shall BAES be liable for any consequential or special damages arising from any delay in shipment or delivery.

LIMITED WARRANTIES – BAES warrants that all goods sold are free of any security interest and will make available to Buyer all transferable warranties (including without limitation warranties with respect to intellectual property infringement) made to BAES by the manufacturer of the goods. BAES MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.

LIMITATION OF LIABILITY – Buyer’s remedies under this agreement are subject to any limitations contained in manufacturer’s terms and conditions to BAES, a copy of which will be furnished upon written request. IN NO EVENT WILL BAES BE LIABLE FOR LIQUIDATED, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. BAES’ maximum cumulative liability relative to all other claims and liabilities, including that with respect to direct damages and obligations under any indemnity, whether or not insured, will not exceed the cost of the goods giving rise to the claim or liability. Any action against BAES must be brought within twelve (12) months after the cause of action accrues. BAES’ sole obligation to Buyer is to use due diligence in an effort to cause the manufacturer of any item which is defective to repair or replace such item. In addition, claims for shortages, other than loss in transit, must be made in writing not more than five (5) days after receipt of shipment.

Buyer agrees to defend, indemnify and hold BAES and its officers, directors, shareholders, agents, servants, employees and insurers harmless from any and all liabilities, claims and expenses that arise from this agreement, including without limitation, reasonable attorney’s fees, expenses, costs, judgments, settlements, contract losses, damages, injuries (including, but not limited to, liquidated damages) except to the extent the liabilities, claims or expenses arise from BAES’ negligence or willful misconduct. If goods are used in an application where failure of a single component could cause substantial harm to persons or property, Buyer agrees to indemnify and hold BAES harmless from liability for such harm whether as a result of breach of contract, warranty, tort (including negligence), or other grounds.

BAES agrees to defend, indemnify and hold Buyer and its officers, directors, shareholders, agents, servants, employees and insurers harmless from any and all liabilities, claims and expenses that arise from BAES’, but not BAES’ suppliers or manufacturers, negligence or willful misconduct. Buyer agrees to notify BAES of any potential claims, and will assist BAES in the defense of those claims.

MODIFICATION OF TERMS AND CONDITIONS – Unless BAES and Buyer have agreed to specific terms and conditions executed by an officer of BAES, these terms and conditions supersede all other communications, negotiation, and prior oral or written statements regarding the subject matter of these terms and conditions. No change, modification, recission, discharge, abandonment or waiver of these terms and conditions shall be binding upon BAES unless made in writing and signed on its behalf by an officer of BAES. No conditions, usage of trade, course of dealing or performance, understanding or agreement, purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by an officer of BAES. Any proposed modifications or additional terms are specifically rejected and deemed a material alteration hereof. If any document of BAES shall be deemed an acceptance of a prior offer by Buyer, such acceptance is expressly conditional upon Buyer’s assent to any additional or different terms set forth herein.

PAYMENT TERMS – Payment terms shall be as stated on BAES’ invoice or as otherwise mutually agreed. As a condition of the sales agreement, a monthly service charge of the lesser of 1-1/2% or the maximum permitted by law may be added to all accounts not paid by the net due date. Visa, MasterCard, American Express and Discover credit cards are accepted at point of purchase only.

GENERAL – All typographical or clerical errors made by BAES in any quotation, acknowledgment or publication are subject to correction. With the exception of lien rights, this agreement shall be governed by the laws of the State of Oklahoma applicable to contracts to be formed and fully performed within the State of Oklahoma, without giving effect to the choice or conflicts of law provisions thereof. All suits arising from or concerning this agreement shall be filed in the courts of Tulsa County, Oklahoma or the United States District Court for the Eastern District of Oklahoma, and no other place unless otherwise determined in BAES’ sole discretion. Buyer hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof. Buyer agrees that in the event legal action is necessary to enforce the terms and conditions set forth herein, Buyer shall pay all cost incurred by BAES including, without limitation, attorney’s fees and costs of experts. Lien rights shall be governed by the state law where the project is located.

WAIVER – The failure of BAES to insist upon the performance of any of the terms or conditions of this agreement or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions or rights in the future, nor shall it be deemed to be a waiver of any other term, condition or right under this agreement.

ASSIGNMENT – Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of BAES, and any such assignment, without such consent, shall be void.