Terms of Sale
TERMS of SALE
I. GRAINGER STANDARD TERMS AND CONDITIONS
Please read these terms and conditions carefully. They contain important information concerning customer?s (?Customer?) legal rights, warranties, obligations and available dispute resolutions remedies. They also provide that if Grainger is unable to resolve any matter to Customer?s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.
Grainger reserves the right to revise these Terms and Conditions at any time.
2. Sales Tax.
Customer is responsible for payment of all applicable state and local taxes.
4. Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Grainger does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Grainger accept responsibility for construction, installation and/or use of a product. It is Customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
5. Modification of Terms.
Grainger?s acceptance of any order is subject to Customer?s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from Customer's receipt of Grainger?s acknowledgment, or from Customer?s acceptance of all or any part of the products ordered. No additions or modifications of Grainger?s terms and conditions by Customer shall be binding upon Grainger, unless agreed to in writing by an authorized representative of Grainger. If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Grainger?s acknowledgment, Grainger?s fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by Grainger of any of the terms and conditions contained herein or in Grainger?s acknowledgment. Grainger reserves the right to accept or reject any order. Grainger reserves the right to limit the total quantity of items purchased per order and the number of individual orders placed per Customer per day.
6. Complete Agreement.
The terms and conditions in: (i) Grainger?s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and Grainger.
Business Customers represent that any person accepting these Terms of Sale on behalf of the Business Customer is authorized to do so and that all employees and representatives of the Business Customer who access grainger.com or any other Grainger website or application on behalf of the Business Customer or otherwise purchase products from Grainger on behalf of Business Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from Grainger on behalf of Business Customer. Business Customers hereby agree to indemnify and hold Grainger harmless against any breach of this representation.
ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF GRAINGER PRODUCTS
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF GRAINGER PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF GRAINGER PRODUCTS (?ADDITIONAL EXPORT TERMS?). IN THE EVENT OF A CONFLICT BETWEEN GRAINGER?S STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL EXPORT TERMS IN SECTION III, THE ADDITIONAL TERMS IN SECTION III SHALL PREVAIL FOR EXPORT SALES OF GRAINGER PRODUCTS.
1. Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Grainger, or any of its U.S. affiliates and divisions, at a continental U.S. facility or at any of its websites. Customer further consents that submission of its order shall subject Customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.
2. Sales Tax and Duties, Import Fees.
Grainger is required to charge U.S. federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, Customer shall indicate which products are tax exempt.
3. Export Controls and Related Regulations.
Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (?BIS?) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (?OFAC?) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (?DDTC?) Debarred Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations (?EAR?) administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
4. Foreign Principal Party in Interest; Freight Forwarder and Documentation.
It is specifically agreed that Customer shall be the foreign principal party in interest (?FPPI?) and/or that its freight forwarder shall act as Customer's agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and Customer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At Grainger?s request, Customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight forwarder related to sales to Customer by Grainger. In the event a license is required for export from the U.S., then (i) Grainger reserves the right to select its own freight forwarder to facilitate and file the export license; or (ii) the FPPI will provide Grainger written notice that it expressly assumes responsibility for determining licensing requirements and obtaining the license, thereby making the U.S. agent of the FPPI the exporter of record for purposes of meeting EAR requirements.
6. Country of Importation and Anti-diversion.
Customer represents that it is purchasing products from the U.S. and importing them to the country for the use of the ultimate consignee specified in the Customer and Grainger documentation. Customer agrees that the products will not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by Grainger, Customer shall provide documentation satisfactory to Grainger verifying delivery at the designated country, the identity of end users ordering products from Customer and the terms and conditions upon which such end users request products to be supplied. Customer further agrees to inform Grainger at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but Grainger shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless Grainger expressly agrees to do so.
7. Permits, Export, and Import Licenses.
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation. When the Customer is designated as the U.S. Principal Party of Interest, the Customer shall be responsible for obtaining licenses under the EAR, International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations. If the Customer is the FPPI, then the terms contained in subsection 6 of this Section III shall apply.
8. Governing Law; Limitations.
The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by the laws of the State of Illinois, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.