Terms and Conditions of Sale

Hazardous Area Products

Website: www.williselectricalsales.com

DEFINITIONS:

  • WEST means Willis Electrical Sales of Texas, LLC.
  • The Buyer means the person or company to be supplied with the goods by WEST.
  • Goods mean the goods, materials and /or other services to be supplied as per the contract.
  • The contract means the contract for the sale and purchase of the goods made between WEST and the purchaser to which these conditions apply.

SCOPE:

The conditions apply to all sales of goods and services by WEST and shall prevail over all inconsistent terms or conditions contained and referred to in the purchaser’s order or in correspondence or elsewhere unless specifically agreed to in writing by WEST and any conditions or stipulations to the contrary are hereby excluded or extinguished.

COMMISSIONING

No onsite start-up and commissioning labor is included in Material and Engineering pricing.

PRICING POLICY

Pricing is guaranteed through delivery, if ordered within the quote validity period. On engineered orders, drawing approval must be received within the quote validity period. Pricing after validity period or extended deliveries is subject to price increase.

PAYMENT TERMS

  1. Unless approved in advance the purchase price is due and payable upon delivery. Some accounts and/or orders may be subject to a deposit or prepayment. Refer to your order confirmation for details. If credit terms have been approved by WEST, the purchase price shall be payable by ACH, wire transfer, check or credit card in full on or before thirty days following the date of delivery. A 3% processing fee is charged for all credit card payments. Any change order(s) will be invoiced at 100% upon delivery or completion of change orders, whichever comes first.
  2. Interest will be charged on all overdue accounts at the monthly average of the prime rate plus 1%.
  3. Without prejudice against any other rights of WEST, if any payment from the Buyer is overdue under this or any other contract between the parties WEST shall have the right to suspend or cancel this or such other contract in its entirety.
  4. If at any time the buyer is in default on any of the Terms and conditions of this contract, particularly failure to pay any amounts due by the correct date, all monies payable by the Buyer shall immediately become due.

INCOTERMS 2020 ICC

Prices are Ex Works – EXW Willis Electrical Sales, Houston, Texas unless otherwise agreed upon in writing.

Export packing is not Willis Electrical Sales’ responsibility. Any export packing or special preparation requested will be prepaid by Willis Electrical Sales and charged to Buyer at cost +15%.

FACILITY ACCESS

Willis Electrical Sales facility is available to our customers upon request.

TEST PROCEDURE

Each system is tested prior to shipment. Customers are welcome to be present at Willis Electrical Sales facility for testing if scheduled in advance.

WARRANTY

WEST standard warranty is twelve (12) months after shipment. The warranty applies to all WEST manufactured items. This warranty does not apply if the product is damaged by accident, misuse, or environmental conditions, i.e. lightning, floods, or as a result of service modifications by anyone other than WEST. Distribution items are manufacturer warranty only. All warranties are subject to review.

NON-CANCELLATION TERMS

Order confirmation constitutes acceptance. Customer may not cancel, terminate, or suspend an order after acceptance except with WEST’s written consent, and then only upon the terms below that will compensate WEST for any engineering, fabrication, purchasing costs and any other costs relating to such cancellation, termination, or suspension, plus a reasonable amount of profit. “Cancellation or termination” means the cancellation of the total requirements of the project. Contractually specified time is applicable within the engineering phase of the project.

  • Engineering hours will be charged at a rate of $150 per hour for time expensed up to date of drawing submittal approval to the customer or of cancellation date, whichever is first OR 10% cancellation fee of total project price prior to drawing approval.
  • Any equipment or items purchased after drawing approval by the customer is non-cancelable and non-returnable.
  • Project Cancellation will result in a 25% Cancellation fee of the total project price after drawing approval plus the price of purchased, non-cancellable/returnable items.
  • 100% cancellation fee once item is under construction.

Any cancellations notices shall be provided in writing by The Buyer to WEST.

If accepted, WEST will provide notification approving the cancellation with all fees duly specified.

Any exception or negotiation to this cancellation policy shall only be authorized by a Willis Electrical Sales staff member and shall be in writing and agreed to by both parties. NO verbal agreements shall be accepted.

DELIVERY

WEST will use its best endeavors to meet delivery dates quoted, promised or requested but shall not be liable to make good any loss or damage howsoever arising (whether directly or indirectly) out of delay in or failure to make delivery of the goods held awaiting inspection and/or shipping.

LATE SHIPMENT DUE TO INSPETION OR SHIPPING NOT WITHIN THE CONTROL OF WEST

Where WEST has given appropriate notice that goods are available for inspection and/or shipping, the if a delay occurs in inspecting and/or shipping through no fault of WEST, the Buyer will pay against invoice for the value of the goods held awaiting inspection and/or shipping.

TECHNICAL ADVICE OR ASSISTANCE OR RECOMMENDATIONS

WEST at the request of the Buyer, may, but without any obligation to do so, furnish technical advice or assistance or recommendation with reference to the use of the goods or materials sold hereunder, on the express condition that any such advice or assistance or recommendation is given and accepted at the Buyer’s risk and WEST shall not be liable for any loss, damage costs or claim arising therefrom.

FORCE MAJEURE

If WEST is prevented (directly or indirectly) from taking delivery of the goods or any part thereof by reason of an Act of God, war, strikes, lockouts, industrial disputes, fires, explosions, breakdowns, failure of sources of supply or raw materials, shortages or delay in obtaining fuel supplies, interruption of transport, Government action, or any other cause whatsoever outside of WEST’s reasonable control, WEST shall be under no liability whatsoever to the Buyer.

RETENTION OF TITLE

  1. All goods sold and delivered by WEST remain the property of WEST until the Buyer has paid in full all that is owed to WEST in connection with the underlying agreement and/or I connection with agreements of the same nature, including damages, costs and interest.
  2. So long as the property of the goods remains vested in WEST, WEST shall be at liberty at any time to retake possession of the goods and for that purpose to enter upon any premises of the Buyer.
  3. If the Buyer fails to pay for goods purchased from WEST, the Buyer has no right of retention with respect to these goods.
  4. In the event of processing, blending, mixing, etc. of goods which are still property of WEST with other goods, WEST is considered to have become co-owner of the processed, blended, mixed, etc. goods, even if those other goods form the main part of the processed, blended, mixed, etc. goods.

LIABILITY

  1. All conditions, guarantees or warranties whether expressed or implied by statute common law or otherwise are hereby excluded.
  2. WEST shall not be liable for consequential losses of any kind arising directly or indirectly from or in consequence of the sale of any goods by WEST or the use of any of WEST’s goods.
  3. WEST shall not be liable for damage to property arising directly or indirectly from any defect in or failure of, or unsuitability for any purpose of the goods whether due to any act, omission, negligence of WEST or its employees or agents or to faulty design, workmanship, or materials.
  4. Notwithstanding the foregoing, WEST will supply new goods in exchange for any defective goods or, at WEST’s option, WEST will repair defective goods provided that the defect arises under proper and normal use and solely from faulty design, workmanship, or materials and provided that written notice giving full details of the alleged defects is received by WEST within twelve (12) months of the date of delivery of the goods.

THIRD PARTY INDUSTRIAL RIGHTS

Where goods are supplied to the Buyer’s drawings, design or specification the Buyer warrants that the manufacture, supply or sale by WEST will not infringe any Patent or Registered Design or Copyright and will indemnity WEST against all liability for infringement and against all actions, proceedings, claims, costs, demands and expenses in relation thereto.

APPLICABLE LAW AND JURISDICTION

These Conditions and all Contracts to which they apply shall in all respects be governed by and construed in accordance with the Law of the United States.

EXPORT CONTROL

Buyer agrees and warrants to WEST that it will not export or re-export goods and services purchased from WEST, or any portion of thereof, in any form in violation of the laws and regulations of the United Sates or any other jurisdiction or country without the appropriate United States and foreign government export or import licenses or other official authorization.