Terms & Conditions
Terms & Conditions for Sales (US & Canada)
Upon issuance of a quotation by IEWC, Buyer may submit to IEWC a purchase order describing the goods and pricing set forth in IEWC’s quotation. Buyer’s Purchase Order may only be accepted by an authorized representative of IEWC. IEWC may refuse or reject a Purchase Order issued by Buyer in whole or in part for any reason, including but not limited to credit issues, volumes or destinations. Prices and other information shown in any IEWC publication (including product catalogs and brochures) are subject to change without notice and to confirmation by specific quotation. Such publications are not offers to sell and are provided only as a source of general information.
Formation of Agreement
If IEWC accepts the purchase order from Buyer, IEWC agrees to sell and Buyer agrees to purchase the goods described in the Purchase Order, subject to these General Terms and Conditions of Sale (“Terms”). IEWC will provide buyer with an order acknowledgement form upon acceptance of a Purchase Order from Buyer which incorporates or references these Terms. The Quotation, the Purchase Order, these Terms and IEWC’s Order Acknowledgement constitute the Agreement between the Parties.
Rejection of Additional Terms
IEWC does not agree to any addition, alteration, or deletion by Buyer to these Terms. If Buyer responds to these Terms with a document which includes terms which differ from these Terms, the additional terms are deemed rejected and shall not become part of the Agreement between the parties unless agreed to in writing by IEWC.
Title to Goods and Shipping
IEWC will ship goods to the address and according to the shipping instructions provided by Buyer in a purchase order. Title and risk for the goods pass to Buyer FOB Seller unless previously agreed to in writing by IEWC. IEWC will use commercially reasonable efforts to ship the goods within the time frames requested by Buyer, but does not guarantee those time frames and will not be liable for any shipping delays. IEWC agrees to inform Buyer within a reasonable time period of the new estimated shipment date should there be a delay in shipment. For items on backorder, IEWC may ship whenever the product becomes available without any notice to Buyer.
Payment for Goods
Upon shipment of an order, Seller will issue to Buyer an invoice. IEWC will establish credit terms for each Buyer that will govern the term by which payment must be made to Seller. Said term will start from the date of the invoice. Buyer agrees to pay for each order in U.S. Dollars unless otherwise agreed to in writing by IEWC. Buyer agrees to pay invoices in full without right of offset. IEWC at its option may enter into discussions with the customer relative to the feasibility of rendering invoices electronically and receiving payment by electronic funds transfer. Past due invoices may be subject to monthly interest charges up to the limit permitted by applicable law.
Payment for Transportation & Taxes
In addition to the quoted price, Buyer agrees to pay all shipping charges using Buyer's selected shipping method plus all applicable sales, use, customs, excise, value added or similar taxes. For purposes of calculating sales tax, the destination to which the product is to be shipped shall govern.
On orders to be delivered outside the United States, Buyer is responsible for arranging delivery and payment of shipping charges, custom, duties, import and export fees, and taxes/VAT where applicable.
Impact of Failure to Pay Invoices
IEWC reserves the right to suspend its obligations to sell or deliver goods subject to any accepted purchase order, to reject future purchase orders and to cease further delivery of goods to Buyer in the event payment is not made when due. IEWC further reserves the right to change credit terms should Buyer’s credit record or payment history so warrant.
Order cancellations are subject to cancellation charges or restocking fees as deemed applicable by the IEWC to cover all costs and expenses incurred prior to the cancellation of said order. Cancellation charges or restocking fees may include, but are not limited to, all costs and expenses incurred in producing or sourcing the goods (both completed and in process) and the cost of all items and special material procured for such an order. Cancellation charges may equal the actual selling price of the goods or the price to restock the goods. Made to order goods and special orders are not subject to changes or cancellation by the Buyer under any circumstance.
Acceptance of Goods; Returns;
Buyer agrees to promptly inspect the goods upon receipt. Buyer has the obligation to advise Seller withinten (10) business days of Buyer’s receipt, if it has received nonconforming goods and must state with particularity all material facts concerning the claim then known to Buyer. Failure by Buyer to give notice within such ten (10) day period shall constitute an unqualified acceptance of such goods by Buyer.
All returns must be approved in advance by IEWC. Approved returns must be accompanied by a Return Material Authorization (RMA) issued in advance. Credit for approved returns will be issued only by IEWC to Buyer's account upon receipt and inspection of goods. All returns must be in IEWC's original packaging and contain all items provided with the goods. Risk of loss passes upon delivery to IEWC for return materials. Buyer is responsible for shipping charges to return items to IEWC, unless the Seller has agreed to the return due to quality concerns. Buyer shall not debit or offset its account for any returns.
Express Limited Warranty
IEWC warrants: (i) that it has clear title to the Goods delivered to Buyer, (ii) that to the best of its knowledge it is not selling any products that violate the intellectual property of a third party and (iii) that the goods delivered will meet the published specifications and/or order acknowledgement. IEWC agrees to notify buyer of any warranty available to it from the manufacturer. Buyer's sole and exclusive remedy for a breach of this express limited warranty shall be to return the product to IEWC for replacement. If IEWC is unable to provide a replacement, in IEWC’s sole discretion, Buyer's alternate exclusive remedy is to receive a refund for the Goods.
EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN PARAGRAPH 10, IEWC MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE GOODS WHICH ARE THE SUBJECT OF A PURCHASE ORDER ACCEPTED BY IEWC. IEWC EXPRESSLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE GOODS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, CUSTOM & USAGE IN THE TRADE, INTELLECTUAL PROPERTY INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. Cap on Damages
- UNDER NO CIRCUMSTANCES SHALL IEWC BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONTINGENT DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO GOODS SOLD BY IEWC, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IEWC SHALL HAVE NO LIABILITY FOR PROPERTY OR PERSONAL INJURY DAMAGES, PENALTIES, SPECIAL OR PUNITIVE DAMAGES, DAMAGE FOR LOST PROFITS OR REVENUES, LOSS OF USE OF GOODS, OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS, OR FOR CLAIMS OF BUYER’S CUSTOMERS OR ANY THIRD PARTY FOR ANY SUCH DAMAGES.
- IN NO EVENT SHALL IEWC’S TOTAL LIABILITY TO BUYER ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED THE SUMS BUYER PAID TO IEWC FOR THE GOODS UNDER AN APPLICBALE PURCHASE AGREEMENT.
IEWC will not be obligated to perform under this Agreement, and shall not liable for any damages (including, but not limited to, consequential, incidental, indirect, punitive, contingent, or special damages for lost profits) if IEWC’s performance under the Agreement or any accepted Purchase Order is prevented, delayed, restricted or interfered with by strikes, work stoppages or other action by workmen, any act or omission by a governmental authority or by Buyer, insurrection or riot, war, terrorism, embargo, rail car shortage, wreck or delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities from usual sources under usual terms, breakdown in the manufacturing process, disruption in the supply chain, acts of God and/or nature, fires, floods, epidemics, quarantine restrictions or any other cause beyond the reasonable control of the IEWC, whether similar or dissimilar to any of the above causes. If such a delay occurs, the due date for performance will be extended as may be reasonably necessary to compensate for the delay.
Termination for Cause
- IEWC has the right to cancel an accepted order for cause at any time by written notice to buyer.
- If IEWC violates the terms of this agreement, buyer is required to provide IEWC with written notice of the breach, detailing the alleged breach. IEWC shall have thirty (30) days from the date of the notice of default to cure the default. If IEWC does not cure the default within that thirty day cure period, buyer may terminate the purchase order subject to this agreement.
Compliance with Laws
Buyer agrees that, to its knowledge, it is complying with all applicable import/export laws. Buyer is responsible for compliance with the export control rules and regulations, import/export laws, and all other applicable laws of any entity having jurisdiction over Buyer or the goods. Buyer shall not name IEWC as shipper or exporter of record in connection with the export of any goods purchased from IEWC.
IEWC’s waiver of any provision or right hereunder on one occasion shall not operate as a waiver of any provision or right under any future occasion.
The Buyer irrevocably consents that these Terms are governed by the laws of the State of Wisconsin, excluding any conflicts of law. The state and federal courts of Waukesha County, Wisconsin shall be the exclusive jurisdiction and venue for any actions brought pursuant to this agreement. The parties hereby expressly agree that the 1980 United Nations Convention on the International Sale of Goods shall not apply to transactions hereunder.
The parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the parties or any of their respective subsidiaries, affiliates, and successors under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby. If the parties cannot resolve the Dispute within ten (10) business days after initial notice of the Dispute, the Dispute shall be submitted for resolution to the Judicial Arbitration and Mediation Services (“JAMS”), or its successor (“Mediation”) in Chicago, Illinois. Neither party shall seek, nor shall be entitled to seek, binding outside resolution of the Dispute unless and until the parties have been unable to amicably resolve the dispute as set forth in this Section, and then only in compliance with the procedures set forth in this Section.
Any notice or consent required or given shall be (i) in writing, (ii) in English, (iii) either personally delivered or sent by facsimile, email, or by first class airmail, and (iv) sent to the address of the receiving party as set forth in the purchase order or such other address as such party may from time-to-time designate by notice to the other party. All notices shall be effective (i) when delivered in person, (ii) upon confirmation of receipt when transmitted by facsimile transmission or by email; or (iii) three (3) days after mailing of the notice.
No Third Party Beneficiaries
This agreement does not and is not intended to confer any rights or remedies upon any person other than the Buyer and IEWC.
If any provision of this Agreement is held to be held invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired, and this Agreement shall be interpreted to affect the original intent of the parties as closely as possible.
The Quotation, the Purchase Order, the Sales Acknowledgement Form and these Terms constitute the entire agreement between the parties with regard to their subject matter and supersede all related conversations or documents, as well as any prior agreements. Any terms and conditions of any purchase order or other document submitted in connection with this agreement that is in addition to or conflicting with the terms herein are rejected by IEWC, will not be binding on IEWC, and will have no force or effect. This agreement may not be amended, and IEWC expressly rejects all counteroffers from Buyer. Any modifications or amendments must be in writing and signed by IEWC.
This Agreement may be executed in one or more electronic counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement.
IEWC reserves the right to modify these Terms at any time, without prior notice. Your use of the Site following any such modification constitutes your acceptance of the modified Terms.
Intellectual Property Rights; Restrictions on Use of Content
The Site and all of its content, including but not limited to text, writings, materials, articles, information, documents, specifications, logos, downloads, code, software, images, photographs, videos, audio and other digital media contained within the Site ("Content") are owned by IEWC or are used by IEWC as permitted by law. The Content is protected by applicable U.S. and applicable international and state, copyright, trademark or other laws and regulations. The selection and arrangement of the Content are protected as a compilation under the U.S. copyright laws.
IEWC permits you to access, download, copy and print portions of the Content solely for informational and non-commercial purposes provided that: (1) you comply with these Terms; (2) you do not use the Site or the Content in a manner which may violate the intellectual property, privacy or other legal rights of IEWC or any third party; (3) you do not share, publish, display, republish, perform, reproduce, transfer or post any Content from the Site without the prior written consent of IEWC; (4) you do not make derivatives from, modify or alter any of the Content; and (5) you include, without alteration, all copyright and other proprietary notices appearing on such Content.
Special use rules may apply to access and use of content accessible by authorized users of IEWC’s Secured Customer Portal.
Trademarks, Trade Names and Logos
IEWC owns certain trademarks, service marks, registrations, tradenames and logos, including but not limited to IEWC, Customer Automated Replenishment System®, C.A.R.S.®, Connection®, Hot Wire®, YOURTEAM® and YOURTEAM – Go Further® (the "IEWC Trademarks"). You may not use any of the IEWC Trademarks without the prior written consent of IEWC. You may not use the IEWC Trademarks as meta tags or include the IEWC Trademarks as "hidden text."
Disclaimer of Warranties
THE CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IEWC EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COURSE OF DEALING, COMPLETENESS, ACCURACY, RELIABILITY, CORRECTNESS, TIMELINESS, COMPLIANCE WITH LAWS, AVAILABILITY, UPTIME, OR ABSENCE OF BUGS, ERRORS, VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS.
IF YOU DOWNLOAD ANY MATERIALS FROM THIS SITE, YOU DO SO AT YOUR OWN RISK.
Limitation of Liability
IN NO EVENT WILL IEWC, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS ("IEWC PARTIES"), BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, DAMAGES) OF ANY KIND, ARISING OUT OF OR RESULTING FROM: (1) YOUR ACCESS TO OR USE OF THE SITE OR THE CONTENT, (2) YOUR INABILITY TO ACCESS OR USE THE SITE OR THE CONTENT, (3) COPYING, DOWNLOADING, USING OR RELIANCE UPON ANY OF THE CONTENT, (4) USE OR DISCLOSURE OF ANY SUBMISSIONS PROVIDED TO US BY ANY USER THROUGH THE SITE, (5) ANY VIOLATIONS OF THESE TERMS. YOU AGREE NOT TO MAKE ANY CLAIMS AGAINST US FOR ANY REASON ARISING OUT OF YOUR USE OF OR YOUR INABILITY TO USE THIS SITE, OR ANY CONTENT CONTAINED ON THE SITE OR FOR ANY VIOLATIONS OF THESE TERMS.
You agree to indemnify, defend and hold IEWC and the IEWC Parties harmless from any and all claims, losses, judgments, damages, expenses, costs and attorneys' fees, arising out of or resulting from your use of the Site, your inability to use the Site, your access to the Content, your use of this Content, your Submissions or any violation of these Terms.
If you violate these Terms, IEWC may contact you to advise you of your violation and seek corrective action. However, we reserve the right in our sole discretion to immediately terminate your access to the Site for violating these Terms. In addition to terminating your access to the Site, IEWC retains all other legal rights and remedies available to it at law or in equity if you violate these Terms.
User Supplied Information
IEWC does not want to receive confidential or proprietary information from Users of this Site. You agree that any material, information, content or data you transmit to us or post to the Site (each a "Submission" or collectively "Submissions") will be considered non-confidential and non-proprietary. For all Submissions, (1) you represent and warrant to us that you have the legal right to post the Submission and that such Submission does not and will not violate any applicable law or the rights of any person or entity, and (2) you grant IEWC a royalty-free, irrevocable, perpetual, worldwide right to use, exploit, communicate, distribute, reproduce, publish, display and create derivative works from the Submission, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.
Links and Linking Rights
The Site contains links to third-party websites or content (the "Linked Sites"). The links are provided by IEWC as a convenience to you. IEWC is not affiliated with the Linked Sites and is not responsible for any of the content on the Linked Sites. IEWC does not endorse the Linked Sites nor vouch for its content. IEWC is not responsible for the privacy and/or data-gathering practices of the Linked Sites.
Links to Our Site:
You may link to our home page (but not to any other page on our Site), subject to the following restrictions: (1) you may not modify the appearance of the Site, or cause it to be framed; (2) you may not interfere with the operation or access to the Site, (3) you may not modify or alter the Content of the Site, (4) you may not use the link in any manner that is misleading, defamatory, offensive or negative in any way including, without limitation, in a manner that adversely impacts the goodwill or reputation of IEWC, its Customers, business partners , employees, officers, directors, products and services.
IEWC may at any time, in its sole discretion, terminate your permission to link to the Site. Upon receiving notification by us of such termination, you agree to immediately remove all links to the Site, and to bear all costs, including legal fees and related expenses, we incur to enforce our rights under this provision.
We respect the intellectual property rights of others. If you believe your copyrights or the copyrights of a third person are being infringed on our site, you may notify:
To be effective, your notification must (i) be in writing, (ii) be provided to our agent, and (iii) include substantially the following:
- A physical or electronic signature of the copyright holder or authorized agent;
- A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- A description of the material that is claimed to be infringing or to be the subject of infringing activity and is reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of your notice, we may remove the complained of Content, in our sole discretion.
Choice of Law, Jurisdiction and Venue
IEWC controls and operates this Site from its headquarters in the United States of America. These Terms are governed by the laws of the State of Wisconsin, United States of America and United States law, without regard to their conflicts of laws principles. By accessing the Site, you agree to irrevocably consent to submit any dispute related to the Site, the Content or these Terms to the applicable state or federal courts located in Waukesha County, Wisconsin.
If you use this Site from outside the United States of America, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import laws, privacy laws and intellectual property laws of other countries in relation to the Content.
Use of IEWC Secured Customer Portal
These Terms set forth the entire agreement between IEWC and you with regard to their subject matter and supersede all prior or contemporaneous negotiations, discussions or agreements between the parties.
How to Contact Us
If you have any questions or comments about these Terms or this Site, please contact us at 800.344.2323.