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BUTLER SUPPLY, INC.

TERMS OF REGISTRATION

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By clicking on the "I Accept" button below, you indicate that you have reviewed, and that you understand and accept, these Terms of Registration, Butler Supply, Inc.’s (“Butler Supply”) Terms and Conditions for Product Sales, Privacy Policy and Conditions of Use.

 Butler Supply requires that you select a User ID and Password during the registration process. By requesting a User ID and Password, you represent and warrant that you have authority to purchase for your own account or that you have the authority to purchase on behalf of the entity that you represent. Your unique User ID and Password together shall constitute your signature ("Signature"). A Signature affixed to or contained in any transmitted document shall be sufficient to prove that you originated the document and agree to be bound by the terms and conditions thereof. You shall not disclose your Signature to any unauthorized person.

In consideration of your use of ButlerSupply.com, you agree to be solely responsible for: (a) providing true, accurate, current, and complete information as prompted by ButlerSupply.com's registration form (the "Registration Information"), and (b) maintaining and promptly updating the Registration Information to keep it true, accurate, current and complete. By submitting such information, you agree that it will be governed by Butler Supply’s Privacy Policy and Terms and Conditions. You may change or delete your Registration Information at any time by using your User ID and Password to access such information. If you provide any Registration Information that is false, inaccurate, out of date, or incomplete, or Butler Supply has reasonable grounds to suspect that such information is false, inaccurate, out of date, or incomplete, Butler Supply may suspend or terminate your User ID and your account or the account of your purchasing principal, as applicable, and refuse any and all current or future use of ButlerSupply.com (or any portion thereof).

You are responsible for ensuring the confidentiality and security of your Signature. Butler Supply is not liable for any unauthorized use of ButlerSupply.com. You agree to immediately notify Butler Supply of any unauthorized use of your User ID or Password or any other breach of the security of ButlerSupply.com of which you become aware. You shall remain liable for: (i) all confidential or proprietary information disclosed as a result of any failure to provide any notice required hereby; and (ii) if applicable, all orders submitted before Butler Supply is so notified and has a reasonable opportunity to act upon such notice.  Butler Supply may, without notice, choose to block your access to ButlerSupply.com if Butler Supply has reason to believe that your User ID or Password are being used by unauthorized persons, or that unauthorized access to Registration Information has occurred or may occur, or for other reasons deemed appropriate by Butler Supply in its sole discretion.

These Terms of Registration are entered into by and between Butler Supply, and you, and the entity on whose behalf you are authorized to purchase, if applicable. Butler Supply reserves the right in its sole discretion to amend these Terms by updating this page.

 

TERMS AND CONDITIONS FOR PRODUCT SALES

 

General Terms. These Terms and Conditions for Product Sales (these "Terms and Conditions", and together with any purchase order attached hereto or otherwise incorporating these Terms and Conditions, the "Agreement") are between you ("Buyer") and Butler Supply, Inc. ("Seller,") and along with Seller’s Terms of Registration, Privacy Policy, Conditions of Use, other written specifications, quotations, or supplemental terms that may have been provided by the Seller to Buyer, will control the sale of all goods and services (the "Products") by Seller to Buyer and constitute a binding contract between Buyer and Seller. These Terms and Conditions apply whether the sale occurs due to verbal or paper-based orders or any form of electronic commerce and represent the entire agreement between Buyer and Seller for that purpose. Unless otherwise agreed to in writing by the Seller, ordering Products on ButlerSupply.com will constitute Buyer's acceptance of these Terms and Conditions. No addition or modification to these Terms and Conditions will be binding on the Seller unless the Seller agrees in writing. Seller objects to any term or condition that may be proposed by Buyer or that may appear on or is referenced in Buyer's purchase order, requisition or payment remittance that is in addition to or otherwise inconsistent with these Terms and Conditions.  These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on the ButlerSupply.com at the time Buyer places an order will govern the order in question, unless otherwise agreed in writing by Buyer and Seller.

Payment Terms. Unless otherwise agreed to in writing by Seller, all amounts payable to Seller are due no later than thirty (30) days after invoice from Seller. Any amount payable by the Buyer under the Agreement not paid when due will bear interest, payable on demand until such past-due amount is paid in full at the lower of the rate of eighteen percent (18.00%) per annum or the highest interest rate permitted by law. Any sales, revenue, excise or other taxes imposed or increased by any present or future law on the sale of the Products shall be for the account of the Buyer, unless the Buyer furnishes Seller with tax exemption certificates in a form acceptable to the relevant taxing authorities in lieu of payment of such taxes. If after being advised by the Buyer that the purchase is tax exempt, the relevant taxing authority denies the tax exemption status, the Buyer agrees to pay Seller all applicable taxes and penalties suffered by Seller. Buyer agrees to pay all fees, costs and expenses incurred by Seller in collecting amounts overdue, including but not limited to reasonable attorney's fees and expenses.

Title; Delivery Terms. Delivery terms are Ex Works Seller's facility (or supplier’s facility in the event of a direct factory shipment) or as otherwise agreed to as stated on Seller's order acknowledgment. In all cases title transfers to Buyer upon the earlier of Seller's delivery to the Buyer or receipt by the first carrier for transport to the Buyer, except that title to all intellectual property rights associated with the Products remains with the Seller's suppliers or Product Iicensors. Seller retains a security interest in the Products until payment in full is received.  Seller's acknowledged shipping dates are approximate only, based on prompt receipt of all necessary information from the Buyer, and Seller disclaims all liability for late delivery; unless otherwise agreed to in writing by the Seller. Where prepaid or special shipping is requested by the Buyer or is required for shipment of oversized or packages, the Buyer will be billed for said shipping as a separate invoice. The seller is not responsible for errors in calculation of shipping charges as they are based off weight, and some exceptions will occur.

Warranty and Intellectual Property Disclaimer. Buyer acknowledges that the Seller is an independent contractor, purchasing and reselling the Products for Seller's own account, is not the manufacturer of the Products, and not as an agent of any product manufacturer or service provider. Buyer acknowledges that the Seller is not an agent of, and is not authorized to commit or bind, any product manufacturer or third-party service provider in any way, nor is any product manufacturer or service provider authorized to commit or bind Seller in any way. Seller is not a general contractor regarding the sale of third-party branded services, and acts solely in the capacity of a permitted reseller of those services. SELLER MAKES NO REPRESENTATIONS, PROVIDES NO INDEMNITIES (INTELLECTUAL PROPERTY OR OTHERWISE), AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATIVE TO ANY PRODUCTS, GOODS OR SERVICES SOLD BY THE SELLER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT. The only warranty available to the Buyer will be that as may be extended directly by the original Product manufacturer or service provider, if any (copies of any such warranties are available upon request). Seller assumes no post-sale technical support or warranty repair obligations; however, at Seller's discretion, Seller may assist Buyer in processing warranty claims. Seller assumes no responsibility for any information, specification, claim, warranty or representation made or provided by the original manufacturer or service provider. Such information, to the extent provided by or secured from the Seller, is solely for Buyer's convenience, and Buyer must make its own determination as to the accuracy and completeness of that information and Seller assumes no responsibility for any information, specification, claim, warranty or representation made or provided by the original manufacturer or service provider. Such information, to the extent provided by or secured from the Seller, is solely for Buyer's convenience, and Buyer must make its own determination as to the accuracy and completeness of that information.

Disclaimer and Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BUYER OR SELLER WILL BE LIABLE TO THE OTHER FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. SELLER'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES FOR WHICH THE SELLER IS FOUND RESPONSIBLE, WHETHER OR NOT INSURED, INCLUDING OBLIGATIONS UNDER INDEMNITY, WILL NOT EXCEED SELLER'S SELLING PRICE TO BUYER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR LIABILITY. SELLER DISCLAIMS ALL LIABILITY FOR INFORMATION OR ASSISTANCE GRATUITOUSLY PROVIDED BY, BUT NOT CONTRACTUALLY REQUIRED OF THE SELLER. ANY ACTION AGAINST SELLER MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION BETWEEN BUYER AND SELLER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT OF SELLER'S EMPLOYEES, REPRESENTATIVES AND SUPPLIERS AS THIRD-PARTY BENEFICIARIES. EACH PROVISION BETWEEN BUYER AND SELLER THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION, OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH.

Pricing; Availability Disclaimer. Prices and other information shown in any of Seller's catalogs and brochures (including those of Seller's suppliers) are subject to change without notice and to confirmation by specific quotation, and are subject to change before or after the sale. Those publications are not offers to sell and are maintained only as a source of general information.  All orders are subject to product availability. Therefore, Seller cannot guarantee that it will be able to fulfill Buyer’s orders. Some items need makeup time allowed before shipping.

Licensed Software and Firmware. Software or firmware Products may be subject to Buyer's acceptance of separate license agreements, with no rights to use, sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware except as may be expressly permitted by those license agreements.

Changes and Substitutions. Buyer's requested changes, including those affecting the identity, scope and delivery of the Products to be purchased, must be documented in writing and are subject to Seller's (and Seller's suppliers') prior approval and adjustments in price and delivery scheduling may result.

Return Policy. All claims for shortages or errors must be made immediately upon discovery of such claim, must be in writing, and must specify with particularity the nonconformity. Returns require prior written authorization from Seller, and no credit will be allowed for goods returned without prior written authorization from Seller. A restocking fee may be assessed on all returned stock material. Special orders are non- returnable and non-refundable.

Order Cancellation. Cancellation by Buyer prior to shipment is permitted only by written notice and may be subject to reasonable cancellation and restocking charges. Cancellation charges associated with orders for custom Products may be subject to additional charges, not to exceed the selling price of said custom Products. Either party may cancel any order for cause upon issuing the other party written notice of such intent, in such cases that party will have thirty (30) days to rectify the cause, or be liable for associated costs incurred by the order cancellation.   

Force Majeure. Seller will not be liable for any loss, damage, or delay (other than for a failure to pay any amounts due) arising out of Seller’s failure to perform due to causes beyond Seller’s reasonable control, including without limitation, acts of God, acts of omissions not under their direct control, acts of civil or military authority, fire, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargos.

Disputes. Buyer and Seller will attempt in good faith to promptly resolve any dispute between them by negotiations between company representatives who have authority to settle the dispute. If unsuccessful.  Buyer and Seller will then attempt in good faith to settle the dispute by non-binding third-party mediation, with mediator fees and expenses shared equally between the Buyer and Seller. Any dispute not resolved by negotiation or mediation then may be submitted to a court of competent jurisdiction in accordance with these Terms and Conditions. Buyer and Seller agree that this is the exclusive procedure for the resolution of all disputes between us.   

Governing Law; Jurisdiction; No Jury Trial. All disputes arising under this Agreement between Seller and Buyer will be governed by and construed in accordance with the laws of the State of Missouri without regard to conflicts of laws rules. Buyer agrees that any suit, action or other legal proceeding arising out of or related to the sale of Products by Seller to Buyer shall be brought exclusively in St. Louis County, Missouri, consents to the jurisdiction of each such court in any such suit, action or other legal proceeding: and waives any objection which Buyer may have to the venue of any suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. BUYER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING.  IN THE EVENT THAT THE PARTIES MUST LITIGATE ANY PROVISION OF THIS AGREEMENT, BUYER WAIVES THE RIGHT TO A JURY TRIAL.