AMSCO TERMS & CONDITIONS

ORDERING

Orders may be placed online, by phone (1-800-645-5604 or 631-435-1400), or by fax (631-435-1475). All orders received by AMSCO will be confirmed via email or by phone at your request. Our Customer Service department is open M-F 8:00 am – 5:30 pm EST.

PAYMENT TERMS

Visa, MasterCard, American Express and Discover payments are accepted. No charges will be made to your credit card until the product has been shipped. Credit is available to authorized customers. Simply fill out and submit the Credit Application form, and an account representative will contact you and walk you through the approval process. For complete AMSCO Terms & Conditions, please click here.

FREIGHT

Orders for in-stock items will normally ship the same day by UPS or Fedex. Orders should be received by 4:30pm EST to insure same-day shipping. If specific carrier is desired, please indicate the company and an account number that we can bill for this service if applicable. All merchandise is shipped freight prepaid and the shipping cost is added to the total cost of your invoice. Oversized packages, special order products, and shipments made to destinations outside the contiguous United States may incur additional charges.

SALES TAX

Applicable sales tax will be added to all items for customers residing in NY that do not have a tax exempt resale certificate issued by the respective state. If you are tax-exempt, please fax a copy of your tax exempt form to 631-435-1475 or email the form to info@amscovf.com. Use Tax Notice: AMSCO is not required to and does not collect sales or use tax in certain states, such as Kentucky. Buyer may be subject to use tax under applicable state law unless the purchase is exempt from taxation. Refer to complete AMSCO Terms & Conditions for additional details.

TERMS AND CONDITIONS OF SALE

Unless otherwise agreed to by AMSCO in writing, the following terms and conditions ("Agreement") apply to all purchases of Products. By placing an order for Products, you accept and agree to be bound to this Agreement. If you have placed an order, but do not wish to be bound to this Agreement, then you must either (i) promptly cancel such order in accordance with the Cancellation Policy (as defined below), or (ii) return the order in accordance with the Return Policy (as defined below).

DEFINITIONS

"AMSCO" means Automotive Mfg & Supply Co Inc. "Buyer" or "you" means you and/or any of your affiliates that place an order for products. "Products" includes Standard Products and Special Products. "Standard Products" are products (i) that have not been modified especially for a Buyer, and (ii) are available to the general public for purchase from AMSCO. "Special Products" are products that (i) are not a Standard Product, (ii) are a custom product or a modification of a Standard Product done at the request of or especially for a Buyer, or (iii) have been marked or labeled according to a Buyer's specifications.

ORDERS

All orders are subject to acceptance by AMSCO, which acceptance will be indicated by (i) written confirmation, (ii) electronic confirmation, or (ii) fulfillment and shipment of such order. Products must be ordered in standard pack quantities where applicable. AMSCO reserves the right to supply less than the quantity ordered of any Product, at any time and without notice. All orders shall be deemed to be fully accepted by Buyer unless AMSCO receives written notification to the contrary within fourteen (14) days of the invoice date of such order.

PRICES

All orders for standard products will be invoiced at the price in effect on the date the order was accepted, and all orders for Special Products will be invoiced at the price in effect at the time of shipment. All prices are subject to change without notice and are subject to shortages in materials or resources and increases in the cost of manufacturing. Taxes and shipping and handling charges are not included in Product prices. Unless otherwise agreed to by AMSCO in writing, all costs, fees and expenses associated with the shipment of Products or the insurance of such products while in transit shall be paid by Buyer, and will be calculated and added to the order prior to shipment.

TAXES AND FEES

All taxes, assessments, fees, and charges applied or imposed by any government relating to the sale, delivery, shipment or use of Products will be added to the purchase price of Products and will be paid by Buyer, except to the extent that Buyer provides AMSCO with an acceptable tax exemption certificate. Use Tax Notice: AMSCO is not required to and does not collect sales or use tax in certain states, such as Kentucky. Buyer may be subject to use tax under applicable state law unless the purchase is exempt from taxation; however, a purchase may not be exempt merely because it is made over the Internet, by catalog, or by other remote means. Certain states require their residents to report all purchases of tangible personal property that are not taxed by AMSCO and pay use tax on such purchases unless exempt under applicable law. Residents of Kentucky and other states where use tax rules may apply should refer to their state's sales and use tax laws for more information.

DELIVERY

Unless otherwise agreed to by AMSCO in writing, all orders will be delivered FOB shipping point. Scheduled shipping dates are estimates, and subject to change without notice. Unless otherwise agreed to by AMSCO in writing, actual delivery dates are not of the essence. AMSCO will have no liability to Buyer or any third party with regard to any delay in delivery, regardless of the reason.

CANCELLATION POLICY

No orders which have been received by AMSCO may be cancelled or revised by Buyer except with AMSCO’s prior written consent and upon payment of reasonable cancellation charges compensating AMSCO for all costs incurred in work done and material purchased. AMSCO reserves the right (i) to determine what constitutes reasonable cancellation charges, and (ii) to cancel any order at any time if Buyer becomes insolvent or is in breach of any applicable law or any term of this Agreement. Orders for Special Products are non-cancellable.

TITLE AND RISK OF LOSS

Title to each order for Products shall pass from AMSCO to Buyer upon AMSCO’s tender of such order to the initial carrier. Loss or damage that occurs during shipping shall be Buyer's responsibility. Acceptance of an order from the final carrier constitutes a waiver of any claims against AMSCO for delay, damage or losses arising from such order.

CREDIT AND PAYMENTS

Payment terms are net 30 days. Visa, MasterCard, American Express and Discover/Novus payments are accepted. No charges will be made to your credit card until the product has been shipped. All payments must be in U.S. dollars. Invoices are due and payable within the time period noted on Buyer's invoice, or if not noted, then within thirty (30) days, measured from the date of the invoice. Account credit may be approved for qualified Buyers, subject to continuing credit approval by AMSCO. AMSCO reserves the right to withdraw credit at any time and for any reason. AMSCO may invoice parts of an order separately or may invoice purchases of Products in one invoice.

OVERDUE ACCOUNTS

Timely payment for all invoices is of the essence. AMSCO reserves the right to charge Buyer a late penalty of 1.5% per month applied against undisputed overdue amounts, or the maximum rate permitted by law. AMSCO shall have the right to set-off and deduct from any credit balance any sums owed from AMSCO. If Buyer fails to make payment in accordance with the payment terms specified by AMSCO, AMSCO may, without any liability to Buyer, defer shipments until such payment is made, or may, at its option, cancel all or any part of the unshipped order. Buyer shall be liable to AMSCO for all collection expenses, including reasonable attorney's fees and court costs, incurred by AMSCO in attempting to collect any amounts due from Buyer.

CREDIT BALANCES

Unless otherwise agreed to by AMSCO in writing, Buyer must use any credit balances that have been issued by AMSCO within one (1) year of issuance. If not applied or requested within such period, any balance remaining will be subject to cancellation, and AMSCO shall have no further liability with respect thereto.

CORRECTIONS

AMSCO is not responsible for pricing, typographical, or other errors in any offer, catalog, price list or quotation, and reserves the right to cancel orders arising from such errors.

SPECIAL PRODUCTS

All drawings, designs or specifications for Special Products must be mutually agreed upon in a written document signed by both parties. Orders for Special Products are non-cancellable and nonreturnable. If Buyer rejects any delivery of Special Products, in whole or in part, Buyer is still liable for the full purchase price of such order.

RETURN POLICY

All errors or damages must be reported within 10 days of receipt of order. All products except high amperage products are backed by a 6 month replacement warranty from date of shipment. AMSCO cannot be held liable for any loss, damages, labor claims, loss of profits, personal injury, or any other form of loss which may arise due to an item determined to be defective. All returns require prior authorization. Products that can be returned are those that have been purchased from AMSCO within 6 months from invoice date, products that are new, unused in original packaging, or products that are defective due to manufacturer defect. Returns may be subject to a 25% restocking fee. All returns must be sent freight prepaid. Returned items that were not purchased from AMSCO or unapproved returns will be returned at customers expense or discarded. A $25.00 fee will be charged for any returned checks. Customer will be responsible for collection fees and/or attorney's fees that arise from our attempt to collect payment for merchandise sold to customer as well as 1-1/2% interest per month will charged on accounts that are past due. Prices are subject to change without notice.

DISCONTINUED PRODUCTS

AMSCO may modify or discontinue Products at any time without prior notice to Buyer. A change in a Product may occur after a Buyer places an order but before AMSCO ships the Products. As a result, the Products a Buyer receives might display minor differences from Products requested in a Buyer order. However, modified or substituted Products will meet or exceed all material specifications of the original Products requested in such order. Discontinued Standard Products are nonreturnable.

LIMITED WARRANTY

All errors or damages must be reported within 10 days of receipt of order. All products except high amperage products are backed by a 6 month replacement warranty from date of shipment. AMSCO cannot be held liable for any loss, damages, labor claims, loss of profits, personal injury, or any other form of loss which may arise due to an item determined to be defective. All returns require prior authorization. Products that can be returned are those that have been purchased from AMSCO within 6 months from invoice date, products that are new, unused in original packaging, or products that are defective due to manufacturer defect. Returns may be subject to a 25% restocking fee. All returns must be sent freight prepaid. Returned items that were not purchased from AMSCO or unapproved returns will be returned at customers expense or discarded. A $25.00 fee will be charged for any returned checks. Customer will be responsible for collection fees and/or attorney's fees that arise from our attempt to collect payment for merchandise sold to customer as well as 1-1/2% interest per month will charged on accounts that are past due. Prices are subject to change without notice.

LIMITATION OF LIABILITIES

The remedy of repair, replacement or refund is Buyer's exclusive remedy for breach of the foregoing limited warranty. The foregoing warranty is exclusive and is in lieu of all other express and implied warranties whatsoever, including but not limited to implied warranties of merchantability and fitness for a particular purpose. In no event shall amsco be responsible for incidental, special, or consequential damages. Buyer is solely responsible for determining the suitability of Products for Buyer's use or resale, or for incorporating them into articles or using them in Buyer's application. Buyers who are distributors (i) are authorized to extend the foregoing limited warranty to its original purchasers in connection with sales of Products, provided that such Products shall not have been altered by such distributor, and (ii) shall be full responsible for any warranties such Buyer makes to its customers, which may be more broad or more extensive than AMSCO’s limited warranty. AMSCO's total liability for any and all claims arising out of or in connection with this Agreement in any 12-month period shall not exceed the total amount paid by Buyer during the prior 12 months of this Agreement for the specific Product subject to any warranty claim.

GOVERNMENT CONTRACTS

Products are commercial items as defined in Federal Acquisition Regulation (FAR) 2.101. If Buyer sells Products to any government, or to a government prime contractor or subcontractor, Buyer shall be solely and exclusively liable for compliance with all government acquisition statutes and regulations. AMSCO makes no representations, certifications, or warranties whatsoever about compliance with government acquisition statutes and regulations, including, without limitation, those that may relate to pricing, quality, origin or content, and specifically rejects the flow down of all FAR clauses not required to be included in a subcontract for commercial items.

LEGAL COMPLIANCE

Buyer agrees to comply with all applicable U.S. and foreign laws, regulations, orders and requirements pertaining to the purchase and sale of Products, their export from the U.S., and their import into the country of destination. Without limiting the generality of the foregoing, Buyer acknowledges and agrees to comply with (i) all U.S. export licensing laws and regulations, (ii) all restrictions on the sale or other transfer of Products to prohibited parties, countries or end-users, and (iii) all restrictions on the sale or other transfer of Products for a prohibited end-use. In addition, Buyer acknowledges and agrees to comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and all other applicable antibribery laws and regulations.

DUTY TO DEFEND

Buyer agrees to defend, hold harmless and indemnify AMSCO and reimburse AMSCO for all claims, taxes, penalties, interest, costs, assessments and expenses that arise as a result of or in connection with any inadequacy or invalidity of any tax exemption certificate submitted by Buyer or any act, omission or misrepresentation of Buyer or any of its affiliates, employees, agents, contractors, Buyers, or representatives, which gives rise to any breach of this Agreement.

FORCE MAJEURE

AMSCO shall not be liable in any way for any delay or cancellation in shipment, manufacture or performance due to acts of God, war, riot, insurrection, terrorism, labor difficulties, accident, acts of civil or regulatory authorities, fires, floods, quarantine restrictions, plant conditions, delays in transportation, shortages of fuel, labor or any other condition beyond AMSCO’s control.

EXCLUSIVE AGREEMENT

This Agreement constitutes the entire agreement between Buyer and AMSCO with regard to Buyer's purchase of Products, and supersedes all prior oral and written understandings, communications, or agreements between the parties. AMSCO objects to and rejects any additional or different terms or conditions in any form tendered by Buyer, including expressly rejecting any provisions that dictate that Buyer's terms control or any additional or different provisions in a Buyer's electronic business portal. AMSCO’s failure to object to any provisions or terms from Buyer will not be a waiver or amendment of any of the provisions of this Agreement. If Buyer's purchase order or other correspondence contains terms or conditions in addition or contrary to this Agreement, AMSCO’s acceptance of Buyer's order shall not be construed as assent to any such additional terms and conditions and will not constitute a waiver by AMSCO of any of this Agreement. In the event this Agreement conflicts with any previous agreement or any other purchase documents between the parties, then this Agreement shall take precedence.

GOVERNING LAW

This Agreement and any claim, dispute, or controversy arising from or relating to this Agreement or Buyer's purchase of any Products shall be governed by the laws of the State of New York, without regard to its conflict of laws rules. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods. Buyer irrevocably consents to personal jurisdiction of the state and federal courts in and for New York and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum.

MISCELLANEOUS

No amendment to or modification of this Agreement, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of this Agreement will remain in full force and will not be terminated. No course of dealing between the parties shall amend, modify or supplement any of the provisions hereof. No waiver by AMSCO of a breach of any term of this Agreement shall be construed as a waiver by AMSCO of any other breach of this Agreement. AMSCO reserves the right to update this Agreement at any time; however, Buyer's rights and obligations shall be as provided in the version of this Agreement provided to Buyer or made available to Buyer at the time of its purchase of Products. Buyer shall not assign any order or any interest herein without the prior written consent of AMSCO. Any actual or attempted assignment without AMSCO’s prior written consent shall entitle AMSCO to cancel such order upon notice to Buyer. Notices to AMSCO should be in writing sent by tracked next-day delivery service to: AMSCO, 90 Plant Ave Suite 1, Hauppauge, NY 11788. All rights, remedies and powers of AMSCO are cumulative and may be pursued or enforced in any manner or order.