TERMS & CONDITIONS
BPL SOURCE AGREEMENT TO COMMENCE/CONTINUE BUSINESS RELATIONS
The following Terms and Conditions (T&C's) ("Terms") only apply to transactions that are not subject to a separate written agreement executed by Seller and Customer. If there is such an agreement, then those terms shall be the terms that govern transactions. In the absence of such a written agreement then these Terms provide you ("Customer") with the guidelines and legal stipulations of your purchase order ("Order") with BPL Source (BPL) (”Seller”) for the goods described on the face of the Order. At the time of purchase, all customers are required to provide a formal Purchase Order Number to associate to their order. If PO system is not available an email must be sent to confirm any verbal requests and approval of order processing- these T&C's shall apply to all orders regardless of means of order placement.
1) ACCEPTANCE OF TERMS: Customer accepts Order(s) and any amendments by signing the Sales Order confirmation generated by seller at customers request and returning it to Seller promptly if a formal Purchase Order is not provided. Even without such written acknowledgement, Seller's full or partial performance under Order(s) will constitute acceptance of these Terms. The Order is expressly conditioned on Customer's acceptance of all T&C's set forth herein. Seller expressly objects to any additions, deletions or differences in the terms & conditions contained in this or any other document, regardless whether such additions, deletions or differences materially alter these terms unless a separate amendment drafted and signed by both parties.
2) ORDER & DELIVERY: Items in an Order shall be shipped to Customer at the "ship to" address reflected on the Purchase Order and/or FOB point of shipment. Each PO shall also list the "bill to" address. Account set-up form information will be used for any missing information on PO and/or email orders. Accounts must be in good credit standing with BPL for orders to be accepted & processed. The following fees are not included in BPL covered shipments or deliveries & are the responsibility of the customer; lift gate charges, sort & segregation fees and any other accessorial charges. Customer shall report, in writing, any deficiencies in, shortages or damage to the materials shipped by Seller within three business days of receipt, after which time the shipment shall be deemed accepted by Customer without reservation. All product returns must be authorized by BPL prior to shipment back to BPL facility. Unauthorized returns will be refused by BPL. BPL reserves the right to decline requests for returns based on stock levels, partial cases, special order items, etc. BPL shipment errors or defective material, with authorization prior, will be given a full credit or replacement when notified within three business days from receipt date. Items storage requirements are assessed for return requests due to customer overstock. If BPL authorizes, a 20% re-stocking fee will be incurred by customer.
3) PAYMENT: Payment for all Order shall be made to Seller no later than the 30th day after the date of invoice for such Order, which shall be tendered to Customer at the address and/or email address reflected on the Order and/or on the account set-up form. On the 31st day after the date of invoice, a 1.5% fee will be included to any/all outstanding invoices and past due account shall accrue interest at this rate, but not exceed 18% per annum. Credit limit and terms will be assessed by BPL and/or their agents and relayed to each customer account, as applicable. Any adjustments to these payment terms shall be formally drafted as an amendment to this agreement for section 3 of these T&C's only. All other sections shall remain in full force and effective unless such amendment outlines changes that are signed by both parties.
The Buyer does hereby grant or assign the Seller a security interest in all property, items, goods, other items Buyer purchases from Seller, including, but not limited to a Uniform Commercial Code Security Interest. The Buyer does hereby authorize the Seller to do all things the Seller may deem to be necessary or advisable in order to perfect or maintain a security interest granted by this Assignment including, but not limited to, filing any and all Uniform Commercial Code financing statements or renewals thereof in any applicable jurisdictions. For the avoidance of doubt, nothing herein shall require the Seller or Buyer to file any such financing statements or any continuation statements, or be responsible for maintaining the security interests purported to be created by this Assignment (except for the safe custody of any Insurance Collateral in its possession and the accounting for moneys actually received by it under this Assignment) and such responsibility shall be solely that of each Party.
4) INDEMNITY: Seller shall comply with all health, safety, environmental, and other applicable regulations and laws for the pre-sale storage and shipment of the items in this Order. Customer acknowledges its obligations and agrees to comply with all health, safety, environmental and other applicable regulations and laws for the receipt, storage, use, and disposal of the items in this Order. Customer agrees to indemnify and hold harmless Seller from any and all demands, claims, causes of action, fines, charges, losses, damages, settlements, and judgments, including all costs, expenses, and attorneys' fees incurred in addressing and/or responding to and/or defending any such demands, claims, causes of action, fines, charges, losses, damages, settlements, and judgments, arising out of or related to Customer's failure to comply with any health, safety, environmental, or other regulation or law for the receipt, storage, use and disposal of the items in this Order. Purchaser is responsibly to ensure they order & use products in compliance w/ their regulatory obligations and their license(s) to order are current at all times.
5) DISPUTES: This order, including these T&Cs, shall be subject to and interpreted in accordance with the laws of the State of Texas without regard for any choice or conflict of laws doctrines thereof. Any dispute arising under or related to the Order shall be litigated only in the state or federal courts of Harris County, Texas, and Seller and Customer expressly consent to the jurisdiction of such courts. Seller shall not be liable for any special, consequential, or incidental damage arising out of or related to this Order and shall not have any tort liability arising under or out of this contract. Seller's aggregate liability arising our of or related to this Order is limited to the amount paid by Customer for the items in this Order. The prevailing party in any lawsuit arising under or related to this Order shall be awarded its reasonable costs, expenses, and attorney's fees.