Terms of Sale

TERMS AND CONDITIONS OF SALE

CERAMIC TECHNICS, LLC D/B/A STONE SOURCE .

Standard Terms & Conditions of Sale

 

All sales by Ceramic Technics, LLC d/b/a Stone Source  (“Supplier”) to customer (“Customer”) are expressly subject to these terms and conditions (“Terms”). These Terms and any final quotation or proposal provided by Supplier, together with any other documents expressly accepted by Supplier, constitute the full and final understanding between Supplier and Customer (the “Contract”).  Unless expressly accepted by Supplier,  no terms or conditions in any way adding to, modifying or otherwise changing the provisions stated herein shall be binding Supplier. SUPPLIER HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY CUSTOMER, WHETHER OR NOT CONTAINED IN ANY OF CUSTOMER’S BUSINESS FORMS OR ON CUSTOMER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS SHALL BE VOID AND OF NO EFFECT UNLESS IN A WRITTEN AGREEMENT, SIGNED BY AN OFFICER, DIRECTOR, OR LEGAL COUNSEL (“Authorized Representative”) OF SUPPLIER, WHICH SPECIFICALLY REFERS TO “A MODIFICATION OF” OR “DEVIATION FROM” THE LANGUAGE OF “CERAMIC TECHNICS, LLC D/B/A STONE SOURCE  STANDARD TERMS AND CONDITIONS of SALE”.  Acceptance of delivery of goods or payment for any products (Products”) sold constitutes Customer’s agreement to Supplier’s terms and conditions.

 

PRICE and PAYMENT: All prices specified are valid 90 days from the date of Supplier’s proposal. Published pricing by Supplier is subject to change without notice. All Products will be shipped by Supplier at prevailing pricing at the time of shipment, unless contractual pricing agreements and Supplier approval has been previously established.

 

Provided Customer has been approved for an open account, Terms are Net 30 days from Date of Invoice. A late fee of the lesser of 1.5% per month or the maximum amount permitted under law will be assessed on all past due invoices. For all other accounts all amounts due for Products shall be paid by Customer in advance of shipment, unless otherwise agreed to by Supplier.  Past due accounts will be placed on Credit Hold and NO shipments will be made until the account is brought current. At Supplier’s option, all amounts owed Supplier by the Customer shall become immediately due and payable. The Customer further agrees to pay reasonable, but not less than Supplier’s actual attorneys’ fees and all other costs and expenses incurred by Supplier prior to and/or in proceedings to enforce, interpret and construe this agreement or in connection with any obligation of the Customer hereunder.

 

DEPOSITS:  All deposits on orders are non-refundable and all orders are non-cancellable after acceptance by Supplier. 

 

OPEN ACCOUNT: An approved original signed credit application is required for shipments on open account.

 

CREDIT: All orders must be approved by Supplier’s Credit Department. Placement or acceptance of an order does not constitute the opening of an account on credit terms. Accounts placed on credit hold will not be authorized to receive product until their account is current and in good standing. Supplier reserves the right to require payment for any shipment hereunder in advance or, in the alternative, satisfactory security for such order if the financial performance or credit worthiness of Customer is unsatisfactory to Supplier. Such security includes, but is not limited to, execution by Customer of a promissory note, security agreement, financing statement and/or personal guaranty. If Customer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Supplier may, at its option (and in addition to any other remedies available to Supplier at law or in equity), cancel any unshipped portion of this order. Notwithstanding the above, Customer shall remain liable for all its unpaid accounts. The undersigned shall not transfer or assign the account(s) relationship(s) created by the extension of credit pursuant to this agreement to any third party without Supplier’s prior written consent.

 

SECURITY INTEREST: Supplier is hereby granted and shall retain a security interest in all Products delivered hereunder and the proceeds thereof until the purchase price and all other liabilities due Supplier hereunder have been paid in full. Supplier is hereby appointed attorney-in-fact, with the power to prepare and file continuation statements, statements of assignment, termination statements and the like, as necessary, to perfect, protect, preserve or release Supplier’s security interest, and in such event a copy of this agreement or UCC-1 may be filed as a financing statement for that purpose.

 

SHIPMENT & DELIVERY: All orders are shipped F.O.B. freight prepaid and added to the Customer invoice unless otherwise noted. Supplier retains sole discretion in determining shipping methods. Title to goods, and risk of loss or damage, shall pass to Customer at the time the goods are placed with a carrier for delivery to Customer, unless otherwise agreed in writing by Supplier.

 

DIRECT SHIP: Direct shipments must meet eligibility requirements as published by Supplier. We reserve the right to refuse direct shipment orders which are determined to be beyond the distributor’s normal trade area or beyond normal course of business. If additional charges are imposed by the carrier for special handling or notification, or other “eventuals”, these charges will be added to the customer invoice.

 

FORCE MAJEURE: Supplier shall not be liable for delays in shipment or default in delivery for any cause beyond Supplier’s reasonable control including, but not limited to such things as (a) government action, war, riots, civil commotion, embargos or imposition of martial law; (b) Supplier’s inability to obtain necessary materials from its usual sources of supply; (c) shortage of labor, raw material, production or transportation facilities or other delays in transit; (d) labor difficulty involving employees of Supplier or others; or (e) fire, flood or other casualty. In the event of any delay in Supplier’s performance due in whole or in part to any cause beyond Supplier’s reasonable control, Supplier shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Customer of any goods shall constitute a waiver by Customer of any claim for damages on account of any delay in delivery of such goods.

 

DAMAGE POLICY: All shipments are packed with great care. Any claim by Customer against Supplier for damage or shortage (including concealments) MUST be noted on the original transportation Bill of Lading (BOL) and reported to the Supplier within 48 hours of receipt of shipment. Failure to notify Supplier in writing of any claim of damaged goods or shortages shall constitute a complete waiver by the Customer of any such claim or for any losses resulting from same. Customer shall have no right to return or exchange any Products to Supplier unless defects affecting installation exist in such Products.  Customer’s sole remedy for any such defects other than a shortage in quantity of Products shall be to return the defective Products to Supplier at Customer’s expense.  Customer shall not return any Products to Supplier without first obtaining written return authorization from Supplier.  Customer shall ship the returned Products to Supplier in accordance with any shipping instructions contained in such written return authorization and shall include a copy of such written return authorization with the returned Products.

 

FOR CUT-TO-SIZE AND SPECIAL ORDERED PRODUCTS SUPPLIER  WILL NOT ACCEPT ANY RETURN OF PRODUCT.

 

For any and all products, installation equals acceptance and waiver of any defects.

 

CLAIMS: Claims for shortage or damage in transit must be filed directly with Supplier within 48 hours of receipt of shipment. If damage should occur in transit, do NOT refuse shipment as this might cause delays in processing a claim.

 

RETURNS: Merchandise may NOT be returned without an approved Return Merchandise Authorization (RMA) issued by Supplier. Request for return merchandise must be made within 30 days from the date of invoice and must be accompanied by the original shipment invoice. All returns must be received FREIGHT PREPAID and are subject to a minimum 35% restocking charge, and up to the full charge for the product in the event it is not returnable by Supplier to the manufacturer. No returns will be accepted, or credit issued for merchandise received unless product is in unused/new condition in original packaging and not damaged or Customer shall continue to be responsible for payment. Value of credit for return is at the sole discretion of Supplier. In no event will special order or custom goods be accepted for return.

 

ORDER CANCELLATION: Orders refused at time of delivery will be subject to cancellations fees, restocking fees, additional freight charges and handling fees. Orders for custom product are non-returnable.

 

MINIMUM BILLING: There may be a minimum order requirement of $100.00 and/or case count. This does not apply to replacement orders due to warranty, damage or shortage.

 

TAXES; TARIFFS: Prices are subject to state and federal taxes. Prices for merchandise do not include any sales, use or other taxes or charges payable to state or local authorities. To the extent such taxes do not appear as an additional, separately itemized charge, Customer certifies that the sale of the goods is exempt from such tax; Customer has provided a copy of an original resale certificate, and Customer assumes the responsibility and liability for any such tax which may be found due, hereby agreeing to indemnify and hold Supplier harmless with respect thereof. Failure of the Customer to provide Supplier with a current valid resale certificate shall entitle Supplier to charge sales tax on all purchases.

 

In the event there are any changes in taxes, tariffs, or other similar charges that are enacted after the date of the Contract, Seller may unilaterally increase the price of Products in an amount reasonably necessary to cover any such increase, including, without limitation, escalation, delay damages, costs to re-procure, costs to change suppliers, costs of manufactured equipment or goods, or other costs of any kind resulting from such increase.  Supplier shall not be liable for any additional costs or damages associated with any delay(s) resulting from such increase.  In the event of any such increase that occurs after Supplier’s shipment of Product for which Customer has already remitted payment, Supplier may invoice Customer for any increase in price resulting from the increase and Customer shall pay each such invoiced amount net 30 days of the date of the applicable invoice.

 

INTELLECTUAL PROPERTY: Any proposals, prints, brochures, drawings, or other information furnished to Customer by Supplier are intended for confidential use by Customer, shall remain the property of Supplier and shall not be disclosed or used to the detriment of Supplier’s competitive position. No such materials shall create or imply any warranty whatsoever regarding the appearance of the actual goods.

 

WARRANTY: All goods are sold AS IS. Supplier makes no warranties or representations with respect to any goods sold hereunder, either express or implied, as to the condition of the goods, or accessories thereto, as to its merchantability or fitness for any particular purpose, or as to any patent or latent defects in material, workmanship or otherwise, and no such defect or unfitness shall in any way effect the obligations of Customer to comply with the terms hereof. All warranties, if any, applicable to the goods by the manufacturer, or a party other than Supplier, are the warranties of the manufacturer or such other party and Supplier shall not be liable for performance under such warranties, unless otherwise endorsed in writing by Supplier.

 

PRODUCT CHARACTERISTICS: Product samples and the statements in Supplier’s brochures and advertising materials are for informational purposes only and are to be used only as a general guide for product specification.  The color of natural stone and wood products and the percentage, size, and shape of markings on such products will vary, which variation can be further exaggerated when materials are from multiple production runs or different manufacturers.  The pattern and shade of man-made products will also vary.  All Product sizes are nominal, not actual.  Customer acknowledges  that standards for tile manufacture allow for size variation from one tile to the next. Tile size ranges are within the acceptable ranges, and should be installed,  in accordance with guidelines recommended  by the National Stone Institute and TCNA (Tile Council of North America).

 

NOTWITHSTANDING ANYTHING IN THE CONTRACT TO THE CONTRARY, SUPPLIER SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO CUSTOMER FOR ANTICIPATED PROFITS, LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY CLAIM ARISING OUT OF THE CONTRACT, OR OTHERWISE RELATED TO THE PRODUCTS, REGARDLESS OF WHETHER SUCH CLAIM IS IN TORT, CONTRACT, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY.  THE REMEDIES GRANTED TO CUSTOMER  HEREIN  ARE SOLE AND EXCLUSIVE.  CUSTOMER ACKNOWLEDGES THAT SUCH REMEDIES ALLOCATE RISKS BETWEEN SUPPLIER AND CUSTOMER FAIRLY AND IN A MANNER WHICH UNDER NO CIRCUMSTANCES WILL CAUSE SUCH REMEDIES TO FAIL OF THEIR ESSENTIAL PURPOSE.  IN ANY EVENT, SUPPLIER MAXIMUM AGGREGATE LIABILITY TO CUSTOMER FOR ANY CLAIM SHALL BE LIMITED TO THE PURCHASE PRICE PAID OR REPLACEMENT OF THE PRODUCTS, AT SUPPLIER’S SOLE DISCRETION.

 

MISCELLANEOUS: The Customer hereby consents, at Supplier’s discretion, to the jurisdiction of any competent Federal or State Court in the state of Georgia. Supplier shall not be bound by any provision(s) requiring Arbitration in any agreement between the Customer and any third party. The Customer expressly waives the right to have any dispute with Supplier hereunder arbitrated. The Customer hereby waives the right to receive notice of default and/or non-payment, the right to jury trial and the benefit of any statute of limitations affecting the Customer’s liability hereunder or the enforcement hereof, and consents to all renewals and/or extensions of credit. The Customer further acknowledges that the Contract may be revoked only upon written notice and said revocation shall be effective only by obligations not existing prior to revocation. The unenforceability of any provision herein shall not affect the validity or enforceability of any remaining provision(s). Waiver by Supplier of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default thereunder shall not be deemed a waiver of such right which may be exercised at any subsequent time.

Updated 7/25/2023