TERMS & CONDITIONS

S. P. Richards Terms and Conditions of Sale (“Terms”)

These Terms apply to and govern all sales by S.P. Richards Company (“Seller”or “SPR”) to its Customers (each, a “Customer”).  There are separate sections that include additional provisions relating to specific items sold by Seller.  If there is a conflict between the general provisions and those separate sections, the provisions of those separate sections will take precedence.

GENERAL

All Customer orders are expressly subject to these Terms. By placing an order with Seller, whether telephonically, over the internet (whether on Seller’s ecommerce site, by Customers purchasing systems or through a third party system), by phone, by submission of a paper purchase order or otherwise, Customer consents to the applicability of these Terms.  These Terms of Sale govern the sale of all products by Seller and apply notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other document or communication from Customer. Seller objects to any terms proposed in Customer’s proposal, purchase order, acknowledgment or other document which add to, vary from, or conflict with the Terms, and acceptance of customer’s order is expressly made conditional on its assent to the terms and conditions stated herein. Any such proposed terms shall be void and these Terms constitute the complete and exclusive agreement and statement of the terms and conditions between Customer and Seller. There are no understandings, agreements or representations, express or implied, not specified herein.  These Terms of Sale may be waived or modified only in a written agreement (email not effective) signed by an authorized representative of Seller. Neither Seller’s acknowledgement of a Purchase Order nor Seller’s failure to object (including through Seller’s website)  to conflicting, contrary or additional terms and conditions of a Purchase Order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.

Product Orders

Customer is expected to submit orders for products either via EDI or via Seller’s system (accessed through the Seller website). Seller offers a variety of options for electronic ordering. Customer is responsible for maintaining its network, systems, equipment, and software required for electronic ordering. Customers must be prepared to provide their account number at the time of ordering and other information (ex. unit of measure) required to verify Customer’s identify and reduce ordering errors. Customer is responsible for implementing and maintaining processes to prevent ordering errors. Seller is not responsible for costs incurred by Customer resulting from Customer error in transmitted orders. Seller reserves the right to require Customer to compensate Seller for actual costs incurred due to Customer cancellations necessitated by Customer order entry errors (for example, order quantity errors and duplicate orders). Seller reserves the right to implement charges if Customer fails to make appropriate use of Seller’s automated ordering systems for products and instead utilizes methods (for example, emailed orders) that require increased use of manual processes by Seller.

Customer may use its purchase order or any other form (electronically transmitted as noted above) for placing orders for the purchase of products, but the terms and conditions of any such document or form, except as to the identity and quantity of products ordered and the identity of the desired shipping destination, will not apply to or become part of any purchase of products from Seller. All product orders Customer sends to Seller will be deemed to incorporate these Terms of Sale, whether or not they are attached to any order, acknowledgement, or confirmation. No different or additional terms included in any purchase order or other document submitted to Seller by Customer will be part of the contract for sale, and Seller objects to any such different or additional terms.

Orders are subject to written or electronic acceptance by Seller. Seller reserves the right to hold or cancel orders for any reason including without limitation for purposes of fraud detection or due to suspicion of other improper buying activity (e.g., hoarding of product or buying in circumvention of freight plans). Seller is not responsible for delays in its performance or its inability to transact electronically with Customer if caused by circumstances beyond Seller’s control, including but not limited to the temporary malfunction of Seller’s information technology systems or network. Seller reserves the right to close Customer accounts at any time due to lack of activity, failure to meet minimum ordering requirements established by Seller from time to time, suspicion of fraud or other illegal activity, or for any other lawful reason.

Pricing

  1. Payments shall be in United States currency.  In the case of sales arranged through cooperatives, purchasing group, print management company, or affiliated entities Seller may pay a rebate to the cooperative, purchasing group, print management company or affiliated entity in connection with such sale.   The Seller may impose a small order charge set by Seller from time to time for any order that does not meet the minimum order value. Such value is determined by the Seller from time to time and can vary from region to region.  The price for the sale of any merchandise shall be Seller’s price prevailing at time of shipment unless otherwise agreed.  Any such agreement as to pricing or price protection is based on manufacturer’s then current price and price protection guidelines, which are subject to change.  
  2. Seller may adjust its prices at any time, including by reason of manufacturer price increases, manufacturer surcharges, changes in transportation, administration, warehousing or other expenses, imposition of tariffs or duties or other market factors. Seller recommends that Customer confirm Seller’s current pricing via Customer’s Seller Sales Representative before ordering. “Prices” or “pricing” refers to item, freight, and/or service prices.  Notwithstanding any such agreement any direct or indirect increase in the cost to Seller for the purchase, importation, sale and delivery of the merchandise, whether by way of a change in manufacturer’s price, imposition of surcharge, change in freight policies or freight costs (including shipping, port, insurance or storage charges), tariffs, duties, extended producer responsibility or similar charges, or otherwise, including with respect to orders previously placed and accepted, will result in a correlative increase in the price payable by Customer.
  3. Seller reserves the right to correct errors in price and quantity appearing in any document or electronic transmission with respect to any products.
  4. Seller reserves the right to change the terms of its price plans at any time without notice, including, without limitation, changing the identity and number of Products within any price plan, the units of measure in which Products are available for sale thereunder, the Product order quantities at which volume-based unit price reductions are available or other pricing terms and conditions applicable to any Products.
  5. In order to qualify for any discount, rebate, allowance, freight, or pricing program  offered by Seller, Customer must maintain its account on a current basis and must comply with the other program terms Seller establishes from time to time.  
  6. All prices are exclusive of sales, use, excise and value-added taxes, any license fees, document fees or import duties and similar taxes, charges or assessments with respect to the sale, handling and delivery of the products, and Customer will be responsible for paying all such taxes, assessments and charges.  All federal, state, local and other governmental taxes or other charges imposed upon the manufacture, sale, transportation, delivery and/or use of any merchandise sold to Customer by Seller  in the present or future, and any increase in any such items, or in freight or insurance, whether or not included in the price under any order acknowledgement relating thereto, and shall be paid by, Customer or reimbursed to Seller by Customer.

Drop Shipments

Seller offers drop shipment service. Customer may request drop ship service at time of ordering. Seller will fill and pack Customer’s order and ship it to Customer’s customer. Shipment can be specified to be made from any of Seller’s distribution points. Only Customer’s name appears on its customer’s label and packing list-Seller’s name does not appear anywhere on the shipment.

As a general rule, the laws of the states where shipments are delivered determine whether sales tax will be due on a drop shipment transaction. In certain states Seller is required by law to collect sales tax for drop shipments into that state if Customer is not registered there, and the applicable sales tax law provides that Customer’s out-of-state resale certificate(s) is not sufficient to exempt the transaction from sales tax.

Sprinter Network Orders

When placing merchandise orders from the Distribution Center that services Customer’s account, Customer may elect to have any out-of-stock items transferred from another Distribution Center within the servicing Sprinter Network without having to reorder them.

Regionally Stocked Merchandise Not Shown in Seller’s Catalog

Because of regional demand, some items that are not listed in Seller’s catalog may be stocked in one or more of Seller’s Distribution Centers. Customer may order such items by specifying to Seller’s order taker or indicating as such on Customer’s purchase order.

Merchandise Shipped from Manufacturer

Some items that Seller does not stock will be shipped directly to Customer from the manufacturer. Allow extra time for delivery of these items. Items shipped directly from the manufacturer cannot be returned except in cases of error by Seller or the manufacturer. Merchandise shipped from manufacturer is F.O.B. point of shipment. (References in these Terms of Sale to product “manufacturer” mean the product manufacturer or other third party who supplies the product to Seller.)

Special Order Merchandise

As an accommodation, Seller will attempt to obtain merchandise that is not listed on Seller’s website, price file downloads, through Customer’s Seller Sales Representative or that is not stocked in any Seller Distribution Centers, subject to the following provisions:

  1. Special order merchandise will be shipped separately. When manufacturer’s policy allows, shipments will be made directly from the manufacturer to the customer.
  2. Customer’s order for non-stocked merchandise must meet Seller’s and the manufacturer’s minimum dollar and/or unit quantity requirements.
  3. All orders will be invoiced once confirmation of shipment is received.
  4. Such merchandise is not subject to return except in cases of Seller’s error or that of the manufacturer.
  5. Such merchandise may be excluded from discounts or rebate calculations.
  6. For all non-stock furniture orders, contact Seller’s Furniture Support department.
  7. For all non-furniture non-stocked merchandise, contact Seller’s Customer Support Department.
  8.  Non-stocked merchandise is F.O.B. point of shipment.

Disposition of Out-of-Stock Merchandise Orders

  1. Estimated Time of Arrival:
    • Check the Seller system for best estimated time of arrival information.
    • Estimated time of arrival dates are subject to change based upon revised manufacturer’s shipping information.
  2. Customer has the option to back order merchandise.  As back ordered merchandise becomes available, backorders are filled oldest to newest.
  3. On occasion Seller experiences protracted shipping delays from manufacturers. In such cases, back orders automatically will be cancelled after 180 days based on account setup parameters.
  4. There will be no back orders on non-stocked merchandise.
  5. In cases of manufacturer product allocation or other product shortages, Seller reserves the right to reasonably allocate product as it becomes available and to limit quantities purchased. Customers who attempt to circumvent allocations or limits may be denied ordering access.

Transportation

Seller will use reasonable efforts to initiate shipment promptly after receipt and acceptance of an order (subject to product availability). Any delivery date of products is approximate, is provided by Seller for the convenience of Customer, and is not binding on Seller. Unless otherwise agreed in writing by Seller or otherwise specified in any Seller price plans or catalog terms, all shipments by Seller are F.O.B. point of origin. Unless otherwise specified in any Seller price plan, product prices do not include freight and handling; for all orders, including drop ship and Sprinter Network orders, Seller will bill freight and handling in accordance with the freight plan for which Customer qualifies. Customers shall be responsible for all shipping costs if Customer elects to have products shipped outside of their freight plans or distribution network. Delivery of the products to the designated F.O.B. point of origin carrier will constitute delivery to Customer and risk of loss will thereupon pass to Customer. Seller reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel other installments.

Inspection, Acceptance and Return of Products

Customer is responsible for inspecting and accepting products. Customer can reject and return any portion of an order that is damaged, defective or otherwise fails to conform to the goods specified in the Customer’s order, subject to the following requirements:

  • Customer must send all returns accompanied by a Seller issued Return Authorization.
  • All returned products must be received in resalable condition (including no markings or labels attached to the cartons) and in the original manufacturers’ shipping cartons, complete with all packing and associated materials.
  • Seller will not accept any returns from Customer for product that is designated as “Non-Returnable Item”. A complete listing of non-returnable items can be found in Seller’s website or from your sales representative.
  • Customer must request a Return Authorization and return the merchandise to Seller within the following time frames:
    • 30 days from date of invoice for returns due to customer error (such as ordering the wrong item); merchandise must be returned in re-saleable condition.
    • 30 days from date of invoice for any defective merchandise.
    • 7 days from date of invoice for any concealed damage or concealed warehouse errors (such as shipping the wrong product or shortages).
    • 5 days from date of invoice for all visible damage and visible warehouse errors.
  • Merchandise must be returned in the same unit of measure as purchased from Seller.
  • The following categories are not eligible for return: food and beverage products, pharmaceuticals, Machine/Floor Equipment, discontinued or expired products, special order products, closeout merchandise, and skus for any lines Customer purchases direct from the manufacturer.
  • Seller reserves the right to make other products or product categories ineligible for return. As noted above, consult Seller’s website for the most up-to-date listing of non-returnable items.
  • Seller will not accept returns of any sku in excess of the quantity of that sku Customer purchased from Seller in the 30 days prior to the date Seller receives the return.
  • Seller reserves the right to refuse returns that do not comply with these terms. Seller will assess a 15% restocking charge for any returns Seller accepts that do not comply with these terms.

During issuance of a Return Authorization all returns quantities will be verified against all purchase history from Seller. Products not eligible for return will be returned to Customer, freight collect. Any requests for proof of delivery must be made within 60 days after the invoice is received; after 60 days no proof of delivery will be supplied.

Delivery, Title and Contingencies

 Shipments of merchandise from Seller’s warehouses shall be subject to imposition by Seller of delivery and related charges (including fuel surcharges), and title to merchandise from any such warehouse and all risk of loss or damage shall pass to Customer upon delivery to it at such location as Seller and Customer may agree. Any date for shipment or delivery specified is only an estimated date, and delivery by Seller shall be timely if made within ten (10) days thereof, or, if Seller orally or in writing notifies Customer prior to the end of said ten day period of a delay in shipment from the mill, delivery shall then be deemed timely if made within ten (10) days after the date of shipment from the mill. Customer agrees to accept partial or pro rata deliveries as full performance in the event Seller cannot fulfill an entire order.  

Disclaimer of Warranties; Transferable Rights

Customer acknowledges that Seller does not manufacture of any of the products it sells. Seller will transfer to Customer whatever transferable warranties and indemnities Seller receives from the manufacturers of the products, including any transferable warranties and indemnities regarding intellectual property infringement. In addition, Seller authorizes Customer, at its sole expense, to assert to the maximum extent permitted by law and for its account, all rights and powers of Seller under any applicable manufacturer’s warranty on any product.

Seller represents and warrants that it has the right to convey good title to the products and will pass good title in and to the products to Customer. Except for the foregoing warranty of title, SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, INCLUDING ANY AND ALL IMPLIED WARRANTIES. IN PARTICULAR, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, DIRECT OR INDIRECT, AS TO THE MERCHANTABILITY OF ANY PRODUCTS, THEIR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, THEIR QUALITY, DESIGN, CONDITION, CAPACITY OR PERFORMANCE, THEIR MATERIAL OR WORKMANSHIP OR THEIR NON-INFRINGEMENT, OR THAT THE PRODUCTS WILL SATISFY THE REQUIREMENTS OF ANY LAW, RULE OR CUSTOMER SPECIFICATION. If Seller offers any statements or advice, technical or otherwise, as to any products, such statements or advice will be deemed to be given without charge and solely as an accommodation to Customer, and Seller will not have any responsibility or liability for the content or use thereof.

Limitation of Liability

In no event will Customer be entitled to, or Seller liable to Customer or any other party, for any incidental, indirect, special, punitive, tort or consequential damages or losses of any nature, including, without limitation, any damages for business interruption costs, loss of revenues, profits or reinstallation costs, overhead or injury to reputation or loss of customers, or for any claims asserted against Customer by a third party arising directly or indirectly out of or in connection with the manufacture, delivery, sale, use, or defect of products sold by Seller to Customer, even if Seller has been advised of the possibility of such damages or losses. In no event will Seller be liable for any personal injuries or death arising directly or indirectly out of or in connection with the manufacture, use, or defect of any such products. Customer’s recovery from Seller for any claim will not exceed Customer’s purchase price for the product giving rise to such claim, irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.

Intellectual Property

If an order covers products that include any software or other intellectual property, such software or other intellectual property is provided by Seller to Customer subject to all copyright, patent, user license terms and conditions and/or other intellectual property rights applicable to such products. Nothing in these Terms of Sale will be deemed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by the owner, developer, manufacturer or producer thereof.

Exclusive Remedies

With respect to any products that do not conform to the goods specified in Customer’s product order or do not meet any applicable manufacturer’s specifications, Seller’s sole obligation and liability to Customer and Customer’s sole and exclusive remedy is limited, at Seller’s election, to: refund of Customer’s purchase price for such products (without interest); replacement of such products; or, to the extent offered by the respective product manufacturer, repair of such products; provided in any such case, however, that Customer has complied with Seller’s then applicable return policies and procedures.

Confidentiality

Each of Customer and Seller will keep confidential, and not disclose to any person, any and all non-public information and data relating to the other party, including, but not limited to, information about such other party’s transactions, carriers, contracts, pricing, and rebate terms, cost information, individual customer identities, products or plans. Each party agrees that it will not use any such information for any purpose other than to fulfill its obligations hereunder or under any other applicable agreement into which these Terms of Sale may be incorporated. Customer acknowledges and agrees that Seller may share transaction information with third parties such as manufacturers, carriers, and service providers in connection with processing and shipping of orders, obtaining manufacturer discounts, and otherwise as permitted or required by law or legal process.

Force Majeure

Seller shall not be liable to Customer or to any other person for loss or damage of any kind if it fails to make or arrange timely delivery of merchandise, or if performance by Seller is rendered impracticable or commercially unreasonable (including as a result of increased expense), as a result of failure of Seller’s suppliers to make adequate or timely delivery of the merchandise; strikes, lockouts or other labor disputes; war (whether declared or not), hostilities, military mobilization, riot, armed conflict, insurrection, embargo or blockade; imposition of duties, tariffs, quotas, sanctions or other import, export or other restrictions(including restrictions on payment channels); plague, epidemic, pandemic, widespread infectious disease or public health or other emergency, statute, regulation, order or any other action of any governmental authority; transportation breakdown or delay, rejected mill runs; acts of God or natural disaster such as but not limited to storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought, explosion, fire; destruction of machines, equipment factories and any kind of installation; prolonged breakdown of telecommunication or electric current; accidents; shortage or inability to obtain material or supplies or any other circumstance beyond Seller’s control whether or not foreseeable or abatable or subject to mitigation by Seller.  Quantities so affected may be eliminated from the amount ordered at the discretion of the party affected without liability and Seller may allocate its available supply among its purchasers, but the order shall remain otherwise unaffected..

Credit Applications

Seller reserves the right to extend or withhold lines of open account credit based on the customer’s (“Customer’s”) payment history, record of trade payments, financial condition, amount of credit needed, and such other factors as Seller in its sole discretion deems appropriate. Seller may require Customer to provide financial, credit and other similar information (e.g., Dun & Bradstreet or Business Products Credit Association) for the establishment or continuation of credit. Seller may also require personal guarantees and/or other security interests. All orders are subject to credit approval by Seller. Unless otherwise agreed in writing by Seller, Seller may in its sole discretion at any time, change the terms of Customer’s credit, require payment in cash, wire transfer or official bank check and/or require payment of any or all amounts due or to become due for Customer’s order at or before shipment of any or all ordered products.

Resale Certificates

In order to comply with state and local sales tax law requirements, Customer must provide to Seller properly executed resale certificate exemption form(s) for all states where Customer is registered for sales tax purposes. If any tax free purchase under Customer’s resale certificate(s) is used in any manner that would not exempt the sale from tax, Customer will be responsible for either paying the tax due directly to the proper taxing authority when the applicable state law so provides or informing Seller for added tax billing. Resellers withdrawing items from stock for personal consumption are responsible for self-assessing use tax in accordance with applicable state law.

Separate resale certificate exemption form(s) must be provided for each of Customer’s legal entities that does business with Seller. The forms must identify Customer’s legal entity information as registered for tax purposes, Customer’s federal employer identification number, and any names utilized as “doing business as” (DBA) names. Customer’s state resale registration number(s) should be listed for every state in which Customer is registered for sales tax purposes. The form must have an authorized signature and be dated to be effective. Seller will set up separate bill-to account numbers on its system for purchases by each of Customer’s legal entities.

Terms of Payment: Terms of payment are as specified in the invoice and run from date of invoice, not date of shipment or delivery. A one and one half percent per month service charge (18 percent per annum) or the highest permissible rate under applicable law, whichever is less, shall be assessed on late payments. Payments are to be made at the direction and to the location specified by Seller. If at any time and for any reason, including but not limited to refusal or failure to adequately respond to requests for financial information, the financial condition of Customer shall become unsatisfactory to Seller, Seller may require cash or satisfactory security on shipments or deliveries or prior to placing any mill order or prior to the last date to change any mill order or otherwise change any previous payment terms, without impairing the obligation of Customer to take and pay for the quantity of goods ordered. Seller may accept credit or debit cards in its discretion, but no prompt payment or other discounts or rebates shall apply to any payments made using any credit or debit card.  To secure payment for all sums due hereunder or otherwise, Seller shall retain a security interest in all goods and equipment delivered hereunder and these terms and conditions shall be deemed a security agreement under the Uniform Commercial Code. Customer authorizes Seller to execute and file on Customer’s behalf all documents Seller deems necessary to perfect such security interest.  Buyer’s failure to accept delivery of any installment of shipment of merchandise in the qualities and on the terms specified or to fulfill any other agreement shall constitute a material breach of the entire transaction, in response to which, in addition to any other remedies hereunder or at law, Seller may in its discretion by written notice to Buyer declare the entire transaction terminated as of the date of the breach, or reduce the installments during the remainder of the term hereof to that quantity last ordered by Buyer.

Past Due Accounts

  1. If Seller believes in good faith that Customer’s ability to make payments may be impaired or if Customer fails to pay any invoice when due, Seller may suspend delivery of any order or any remaining balance thereof until such payment is made or may cancel any order or any remaining balance thereof, and Customer will remain liable to pay for any products already shipped or any “not listed” or other products specially ordered by Seller for Customer.
  2. Seller will charge Customer interest up to the maximum permitted by law on all past due amounts until paid in full.
  3. If Customer fails to make payment when due, Seller may pursue any legal or equitable remedies, and Seller will be entitled to reimbursement from Customer for all collection costs, including reasonable attorneys’ fees and costs, incurred by Seller. Seller will assess a service charge of $50.00 on any returned checks.

Miscellaneous
Independent Contractors. Customer and Seller are and at all times will remain independent contractors and not agents, partners or joint venturers of the other for any purpose whatsoever.

No Implied Rights or Remedies. Except as otherwise expressly provided herein, nothing herein express or implied is intended or shall be construed to confer upon or to give any person, firm, corporation or any third party, other than Customer and Seller, any rights or remedies under or by reason hereof.

Rights and Remedies. The failure or delay of Seller or Customer to insist on the strict performance of any of these Terms of Sale or to exercise any right or remedy contained or permitted hereunder will not constitute or be construed as a waiver of any future term, condition, right or remedy. All rights and remedies of Seller or Customer specified herein or at law, in equity or otherwise, are distinct and separate, whether or not exercised by Seller or Customer and, except as otherwise agreed in writing by Seller and Customer, will not be deemed to be an exclusion of any other right or remedy.

Governing Law. These Terms of Sale will be construed and enforced in accordance with the internal laws of the State of Georgia, without regard to its conflict of law principles. The United Nations Convention for the International Sale of Goods will not apply. The Customer should not rely on any shipments of merchandise by Seller to be compliant with the EU Deforestation Regulation (“EUDR”) or on Seller supplying the information required under the EUDR unless specified by Customer and agreed in writing by Seller.  Seller shall have no liability  for delay of delivery loss of merchandise, fines or penalties or other costs arising under or in connection with compliance with or the enforcement of the EUDR.

Severability. Any provisions of these Terms of Sale or of any agreement into which they may be incorporated which are held to be invalid, void or illegal in any jurisdiction will in no way affect, impair or invalidate or any other provision herein or therein in such jurisdiction or any provisions herein or therein in any other jurisdiction, and such remaining provisions will remain in full force and effect.

Costs. Except as otherwise expressly agreed in writing, each party will be responsible for the costs and expenses it incurs in performing its obligations under these Terms of Sale or any agreement into which they may be incorporated.

Revisions. Seller reserves the right to update or modify these Terms of Sale at any time, without prior notice, by posting the revised version of these Terms of Sale behind the link marked “Terms of Sale” in the Seller website. Purchase orders issued by you to Seller after we have posted the revised Terms of Sale constitute your agreement to be bound by the revised Terms of Sale. You may access the current version of these Terms of Sale at any time by clicking the link marked “Terms of Sale” in the Seller website.