Terms and Conditions of Sale
The following terms and conditions apply to all sales made by Encompass Supply:
- Encompass is authorized to charge sales to Purchaser’s account. All sales will be subject to these terms and conditions and are final.
- Terms of sale are Net 30 days, unless noted otherwise. Should payment be delayed, Purchaser agrees to pay a service charge of 1.5% per month, which become a liability of the Purchaser. Upon default, including nonpayment, Purchaser agrees to pay costs for collection, including attorney fees, whether or not suit is filed.
- All goods and prices for goods shipped by Encompass or from supplier-manufacturer are shipped FOB, unless otherwise stated. Purchaser agrees to assume all risk of loss and carry the necessary insurance.
- Unless otherwise stated, all orders-quotations do not include freight and all applicable taxes.
- Purchaser agrees to hold harmless Encompass from all damages, including delay damages. Encompass shall not be liable for delay in delivery beyond Encompass’ reasonable control, including acts of God, governmental action, war, strikes, manufacture’s shortages, shipping or carrier delays.
- Encompass reserves its right to require full or partial payment in advance of order or delivery, or to reclaim the goods, delay or cancel shipment, if Purchaser is deemed uncreditworthy or Purchaser becomes insolvent.
- All quotations are subject to change and become invalid 30 days from date of quote, or less, if specified. Said orders will be billed at the quoted price and subject to these terms and conditions. Purchaser authorizes Encompass to correct any mathematical or clerical error in price quotes at any time.
- Purchaser agrees to examine goods upon receipt and make claim for any damage or shortages in writing, within 10 days. Encompass’ liability for damaged or defective material shall be limited to repair or replacement of the goods by the manufacturer, if available. Returns of goods for credit will not be accepted without prior written authorization. A restock charge may apply and product must be salable with all packaging in new condition.
- Purchaser agrees that personal jurisdiction and venue for any legal proceeding to enforce the terms of sale, including payment, may be brought at Encompass’ sole discretion, in the applicable Courts of competent jurisdiction, in and for McLean, Virginia.
- Encompass shall be notified in writing of any change to Purchaser’s name or legal status. However, all prior obligations of the Purchaser and any personal guarantees shall remain in force, regardless of notice.
- Encompass makes NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ANY GOODS. Except as stated above regarding “claims”, Purchaser’s sole and exclusive remedy for breach of warranty or negligence by the manufacturer or for any failure, defect, or inadequacy of any kind for goods is against the manufacturer of goods sold and not against Encompass. ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED. Encompass shall not be liable, directly or indirectly, for any loss, cost, damage or expense, including without limitation, lost or prospective profits or special, consequential or incidental damages, arising directly or indirectly from the condition, operation, delivery, or use of any goods sold. Buyer assumes all risks and liability for loss, damage or injury to persons or property of the Buyer of any goods sold hereunder. ANY AND ALL REPRESENTATIONS, PROMISES, WARRANTIES OR STATEMENTS BY ENCOMPASS’ EMPLOYEES AND/OR AGENTS THAT DIFFER IN ANY WAY FROM THESE TERMS AND CONDITIONS SHALL HAVE NO FORCE OR EFFECT.
- Purchaser agrees to accept delivery of all orders placed that are special-order or that require custom manufacturing within 30 days or be charged the price of the goods ordered, in addition to cancellation fees imposed by the manufacturer. Any special-order not accepted after 60 days of receipt shall become property of seller.
- CREDIT HISTORY MAY BE A FACTOR IN THE EVALUATION OF THE CREDIT OF PURCHASER, AND ITS PRINCIPALS, AND HEREBY CONSENT TO AND AUTHORIZE THE USE OF COMMERCIAL AND CONSUMER CREDIT REPORTS, TO THE EXTENT PERMITTED BY LAW, IN THE CREDIT EVALUATION PROCESS.
ALL SALES ARE EXPRESSLY CONDITIONED ON PURCHASER’S AGREEMENT TO ALL THE ABOVE TERMS AND CONDITIONS OF SALE.
Revision date 4/2020
Vendor Terms and Conditions
- All orders must be signed and subject to acceptance in accordance with its terms,
- No charges for packaging or handling unless otherwise stated.
- The buyer will deduct from invoice any excess costs resulting from Seller’s disregard of Buyer’s shipping instructions. You shall be responsible for any costs or expenses incurred by us or charged to us in connection with the inspection, receipt, transportation, care and custody of defective goods supplied.
- In accepting this order, Seller shall be deemed to represent that the goods to be furnished hereunder were or will be produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, including Sections 6, 7 and 12.
- Buyer shall be entitled, at all times, to set-off any amount owing from Seller to Buyer against any amount due or owing to Seller with respect to this order.
- Seller represents that the merchandise covered by this order was not manufactured and is not being sold or priced in violation of any federal, state or local law.
- Seller expressly warrants that all the materials and articles covered by this order will be in exact accordance with such order, description or specification, merchantable and free from defects in material, workmanship and/or design. Such warranties shall survive delivery and shall not be deemed waived either by reason of Buyer’s acceptance of such materials or articles or by payment for them. Any deviation from this order on specification furnished hereunder, or any exceptions or alterations must be approved in writing by Buyer.
- Invoices dated after 25th of the month will be paid as if dated the 1st of the following month.
- The Seller agrees to save the Buyer harmless on account of any claims or demands whatsoever that may be made against said Buyer, and to defend at its own cost and expense any action or actions at law or in equity which may be brought against the Buyer on account of any alleged infringement of any patent, trademark or copyright by reason of the sale or use of the merchandise sold hereunder.
- Seller agrees to defend at its expense all claims and suits asserted or bought against the Buyer related to any claim arising out of goods or service supplied under this order or for any alleged defects in material, workmanship or design of the merchandise sold hereunder.
- If the Federal Government is recipient of these goods, this order is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Veterans’ Readjustment Assistance Act of 1974, as amended, E.O. 13496, 29 CFR part 471, Appendix A to Subpart A, and the corresponding regulations, to the extent required by law. 41 CFR 60-1.4, 60-741.5 and 60-300.5(a) are incorporated herein by reference, to the extent legally required. This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
- Buyer reserves the right to cancel all or part of the undelivered portion of this order if Seller does not make deliveries as specified or if Seller breaches any of the terms. It is agreed that the waiver or acceptance by us of any breach on Seller’s part of the terms of this order shall not operate to relieve Seller of any responsibility hereunder for any prior or subsequent breach.
- Prices shown on this purchase order are the prices we expect to pay for this merchandise. If price or terms are not correct, please notify us before shipping.
- Seller agrees to provide Buyer with a certificate of insurance coverage, evidencing that Seller has Commercial General Liability coverage. Seller also agrees to have its insurance carrier name Buyer as an additional insured on Seller’s policy.
- Seller agrees that, upon request, it will provide the country of origin for each item it sells to Buyer. Seller will immediately notify Buyer if any such requested information is updated.