Parties. All references in this document to “Seller” include BladesASAP, LLC and/or Blades ASAP (including any division of the foregoing) whether or not performing any or all of the scope hereunder or specifically identified herein. All references in this document to “Buyer” include all parent(s), subsidiaries and affiliates of the entity placing the order. Buyer and Seller may be referred to individually as a “Party” and collectively as the “Parties”.
General. All sales to Buyer are subject to these Terms, which shall prevail over any additional or inconsistent terms of Buyer’s purchase order or other Buyer documents. Additional or different terms and conditions in any way altering or modifying these Terms are expressly rejected by Seller and shall not be binding upon Seller unless specifically accepted in writing by Seller’s authorized representative. No modification or alteration of these Terms shall result by Seller’s shipment of goods or provision of services (such goods and services hereinafter collectively referred to as “Goods”) following receipt of Buyer’s purchase order or other documents containing additional, conflicting or inconsistent terms. These Terms are binding on the Parties and their successors and permitted assigns. All agreements, notices, disclosures and other communications that Seller provides to Buyer electronically shall satisfy any legal requirements that such communications be in writing. No representations, inducements, promises or agreements, oral or written, have been made by Seller, or anyone acting on behalf of Seller, that are not contained herein, and any prior agreements, promises, negotiations, or representations between the Parties are superseded by these Terms. Buyer acknowledges and agrees that it has not relied on any representations, inducements, promises or agreements, oral or written, by Seller, or anyone acting on behalf of Seller, that are not contained herein. All product information on Seller’s website or in Seller’s catalog or other marketing materials is provided by the applicable manufacturer and/or supplier and shall not be deemed a representation, warranty or claim of Seller. Seller reserves the right to accept or reject any order of Buyer.
Prices. Prices on Seller’s website, in Seller’s catalogs or in Seller’s quotes are subject to change without notice, and all such prices expire and become invalid if not accepted within 5 calendar days from the date of issue, unless otherwise noted by Seller in writing. Price extensions, if made, are for Buyer’s convenience only, and they, as well as any mathematical, stenographic or clerical errors, are not binding on Seller. Prices shown do not include any sales, excise, or other governmental tax or charge payable by Seller to any federal, state or local authority. Any taxes now or hereafter imposed upon sales or shipments will be added to the purchase price.All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same.
Force Majeure. Seller shall not be liable for delay or default in delivery resulting from any cause beyond Seller’s reasonable control, including, but not limited to, governmental action, strikes or other labor troubles, fire, damage or destruction of Goods, wars (declared or undeclared), acts of terrorism, manufacturers’ shortages, availability or timeliness of transportation, materials, fuels or supplies, and acts of God (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event: (a) the time for Seller’s performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b) the purchase price shall be adjusted for any increased costs to Seller resulting from such Force Majeure Event; and (c) Buyer shall not be entitled to any other remedy.
Warranty. Seller is a reseller of Goods only, and as such does not provide any warranty for the Goods it supplies hereunder. Notwithstanding this AsIs limitation, Seller shall pass through to Buyer any transferable manufacturer’s standard warranties with respect to Goods purchased hereunder. BladesASAP sells a wide variety of products, and each product may have differing warranties, as provided by the manufacturer. For specific warranty information, please check the applicable product page. Extended warranties may also be available for purchases directly through the manufacturer- if offered. If you have a warranty inquiry on any item you purchased through a BladesASAP site, we can provide additional information and assist you in contacting the manufacturer directly. Unless stated otherwise, your sole and exclusive warranty is that provided by the product’s manufacturer. BladesASAP hereby disclaims all expressed or implied warranties, whether implied by operation of law or otherwise, including, without limitation, all implied warranties of merchantability and fitness for a particular purpose. Under no circumstances, and in no event, will BladesASAP be liable for personal injury or property damage or any other loss, damage, cost of repairs or incidental, punitive, special or consequential damages related to the products provided.
Limitation of Liability. To the extent not prohibited by applicable law, in no event, whether in contract, warranty, indemnity, tort (including, but not limited to, negligence), strict liability or otherwise, arising directly or indirectly out of the performance or breach of these terms, shall seller be liable for (a) any incidental, indirect, punitive, special, consequential or similar damages such as loss of use, lost profits, attorneys’ fees or delay damages, even if such damages were foreseeable or caused by seller’s breach of this agreement, (b) any claim that properly is a claim against a manufacturer, or (c) any amount exceeding the amount paid to seller for goods furnished to buyer that are the subject of such claim(s). All claims must be brought within one year of accrual of a cause of action.
Indemnification. Buyer shall indemnify, defend, and hold Seller its officers, directors, employees and agents harmless from any and all costs (including attorneys’ and accountants’ fees and expenses), liabilities and damages resulting from or related to any third party (including Buyer’s employees) claim, complaint and/or judgment arising from Buyer’s use of any Goods furnished hereunder, as well as any negligent, intentional or tortious act or omission of Buyer or any breach by Buyer of these Terms.
Freight, Title and Risk of Loss. All shipments are considered to be delivered F.O.B. In all cases, the F.O.B. point shall be Manufacturers/Distributors store or warehouse, and all responsibility and costs of shipping and delivery beyond Manufacturers/Distributors shall be borne by Buyer. Title and risk of loss shall pass to Buyer at the applicable F.O.B. point. All claims for shortage of Goods or for loss or damage to Goods as to which Seller has the risk of loss shall be waived.
Claims of Shortages/Damages/Non Receipt- Any and all claims of shortages or damages MUST be noted on the Bill of Lading or Delivery Receipt.No claim of loss or damage will be accepted unless noted on the original delivery receipt and signed by the driver.For Will Call/In Person pick up, signature on the order acceptance shall indicate all goods have been received in acceptable condition.
Non Delivery by Customer.BladesASAP reserves the right to authorize a return of any shipment that is found to be undeliverable where the customer, after repeated attempts, is found to be unavailable for contact or pick up. The customer will then be responsible for all shipping charges to and from the address of delivery plus a restocking fee for the shipment. These fees will be deducted from the original purchase price of the shipment prior to refund.BladesASAP cannot be responsible for any loss occurred by delivery times/dates. All residential and business deliveries made by LTL freight carriers are curbside and may be from a 28 ft to 48 ft tractor-trailer depending on the availability of equipment at the local terminal. 99.9% of deliveries are made on time with no issue.In rare occasions if a customer’s street is extremely narrow, unpaved, too steep, or the driver is concerned about safety or other shipment issues at the property or the road leading to the property is just inaccessible, the driver at his/her own discretion will deliver the shipment to the nearest accessible address or in rare inaccessibility cases the customer/buyer will have to make arrangements to pick up the shipment at the local freight terminal.
FedEx/UPS/USPS Small Parcel Delivery. Please be sure to ship to a location where someone is available to receive goods during extended business hours (8:00 am to 6:00 pm). Proper tracking shown by small parcel carrier (UPS/FedEx/USPS) shall be deemed acceptable as proof of delivery.No claim for non receipt of goods shall be made if delivery confirmation is available from carrier.BladesASAP shall not be responsible for shipments that were delivered to neighboring addresses, left on porch/outside of office, etc.BladesASAP shall not be liable for any theft of packages left at or near delivery address.
Changes and Returns. No credit for Goods returned by Buyer shall be given without Seller’s written authorization. All returns are subject to a restocking charge. Restock fee varies according to manufacturer.Please contact customer service BEFORE returning the item to understand restocking fees and address to return merchandise to.The following items are not returnable: (a) special/customized product, including fabricated and custom madetoorder direct items; (b) hazmat items; (c) noncatalog items and volume purchases with the exception of defective products; (e) warranty items.Use is acceptance- BladesASAP cannot take back merchandise that has been used or missing original packaging.*Important* Gasoline powered items are ineligible for return if they have been used, show signs of use, or if oil or fuel has been added.
Customer is solely responsible for the cost of shipping any returned product back to designated manufacturer center and only after receiving a return authorization number (RAN).Customer agrees to use only carriers capable of providing proof of delivery and insurance for the entire value of the shipmen t. Customer agrees to bear all shipping and insurance charges and all risk of loss for the return product during shipment. Customer agrees that all returned products will be 100% complete, unused and in salable condition in the original undamaged packaging material. If the product has been used, damaged or altered and cannot be resold as new, the return procedure will be breached and the manufacturer may in its sole and absolute discretion reject the entire return. Shipping, insurance and handling charges are nonrefundable, unless an error occurred on our part in shipping your order and absent a verifiable warranty condition.
Payment. Payments due hereunder shall be made in the form of cash, check, money order, ACH, or other tender approved in writing by Seller. Past due accounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, continuing after Seller obtains judgment against Buyer. Seller expressly reserves its right to file liens in the ordinary course of business per applicable law and expressly disclaims any request for a waiver of lien rights by Buyer. Seller reserves all rights to invoice and be paid for Goods provided to Buyer, and any terms contained in any of Buyer’s purchase orders or other documents that purport to limit in any way the time or manner within which Seller may invoice Buyer are hereby waived by Buyer.
Destination Control Statement. Export sales of Goods are subject to the following: These items are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end user(s) herein identified. They may not be resold, transferred, or otherwise disposed of to any other country or any person other than the authorized ultimate consignee or end user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.
Collection Costs. Buyer shall pay Seller all costs and expenses of collection, suit, or other legal action brought as a result of the commercial relationship between them, including, but not limited to, all actual attorneys’ and paralegals’ fees and expenses, and collection costs, incurred presuit, through trial, on appeal, and in any administrative or bankruptcy proceedings. Any cause of action that Seller has against Buyer may be assigned without Buyer’s consent to any affiliate, parent or subsidiary of BladesASAP, LLC.
DISPUTE RESOLUTION POLICY: BINDING ARBITRATION Any dispute of any sort that might arise between Grainger and Customer, including any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through Grainger, or arising from or relating to any communication between Customer and Grainger or its agents, will be resolved by binding arbitration, rather than in court, and solely on an individual basis and not in a class, consolidated or representative action.
Customer acknowledges and agrees that it is waiving the right to sue or go to court to secure relief. The Federal Arbitration Act and federal arbitration law apply to all disputes between BladesASAP and Customer, including any disputes relating to or arising from any purchases made by Customer.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).
To begin an arbitration proceeding, Customer must send a letter requesting arbitration and describing its claim to BladesASAP’s registered agent, CT Corporation System, 208 South LaSalle Street, Suite 814, Chicago, IL 60604. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes if applicable. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.
Payment for all filing, administration and arbitrator fees will be governed by the AAA’s rules. Each party will be responsible for their respective arbitration fees.All arbitration proceedings will be governed and conducted in person in the county of Maricopa, State of Arizona.
Under the terms of AAA Rule 7 of the AAA Rules, Customer and BladesASAP each agree that the arbitration panel has the power to rule on any objections to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim. If for any reason a claim proceeds in court rather than arbiarbitration BladesASAP and Customer each waive any right to a jury trial and further agree that any such court proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
If any provision of this Section B, is held to be invalid or unenforceable, then that provision or portion notwithstanding, this Section B will remain in force and effect, and such provision or portion will be deemed omitted, and this Section B will be construed as if such provision had not been contained herein.
Termination. If Buyer fails to comply with these Terms, Seller may terminate or restrict any order immediately upon notice to Buyer. Buyer and Seller are the only intended beneficiaries of this document, and there are no third party beneficiaries.
Severability. The invalidity or unenforceability of all or part of these Terms will not affect the validity or enforceability of the other terms. The Parties agree to replace any void or unenforceable term with a new term that achieves substantially the same practical and economic effect and is valid and enforceable.
Safety Data Sheets. Safety Data Sheets (“SDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers of Goods. SELLER MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO BUYER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY SDS. BUYER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY SUCH INFORMATION, AND FOR USE OR APPLICATION OF ANY GOODS. Any SDS for Goods can be located and printed free of charge from Manufacturer’s website if available.
Privacy. Seller’s Privacy Policy is published at Privacy Policy and is incorporated herein by this reference.
Survival. These Terms survive termination, cancellation, or completed performance of any sale as long as necessary to allow the aggrieved Party to fully enforce its rights.
Waiver, Choice of Law and Venue. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Illinois, excluding its conflict of law rules, and to the extent allowed under these terms and conditions, both BladesASAP and Customer agree that venue shall be proper either in the state courts in Maricopa County, Arizona or the federal courts for the District of Arizona.
Complete Agreement. The terms and conditions in: (i) Grainger’s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference and constitute the entire and exclusive agreement between Customer and Grainger.
