Terms and Conditions
- The sale or lease of goods by Modern Supply Company, Inc. (the "Seller") to Purchaser is governed by these terms and conditions (“Terms”), which are an integral part of and are incorporated into the offer and agreement for the sale or lease of the goods by Seller. Purchaser’s acceptance of Seller’s offer is limited to these Terms and shall not include any additional terms stated or proposed by Purchaser. Amendment of the Terms is only valid if confirmed in writing by Seller. Any terms or conditions specified by the Purchaser in its order or otherwise are rejected and will only have effect if accepted by Seller in writing. Purchaser’s issuance of a Purchase Order or other acknowledgements of a sales or lease order, and/or Purchaser’s acceptance of delivery of the goods, shall serve as a confirmation and acceptance of these Terms.
- Leased Cylinder Conditions: The cylinders, fittings and caps covered by this invoice are the property of the Seller, and are leased, not sold, to the Purchaser only. Purchaser agrees to pay cylinder rental at the current rate per day per cylinder. Refilling, leasing, or reselling of the contents of the cylinders is prohibited. Cylinders, fittings and caps shall be immediately returned to the Seller, in the same condition and repair as when delivered to Purchaser, normal wear and tear excepted, when the cylinder is empty. Any cylinders, fittings and caps not returned to Seller within 30 days after date of delivery shall, upon demand, be immediately returned to Seller. Purchaser shall, upon demand, pay Seller at Seller’s current valuations, for any cylinders, fittings or caps lost, destroyed or damaged by any cause whatsoever while in possession or control of Purchaser; however, payment by the Purchaser for any such cylinder shall not vest title to such cylinder in the Purchaser, but if any such cylinder so paid for is subsequently returned to Seller, Seller will refund the amount paid, less the cost of restoring such cylinder to the same condition and repair as when delivered to Purchaser, normal wear and tear excepted, and cylinder rent accrued to the date of such return.
- Purchaser shall indemnify and save harmless the Seller from and against any and all loss, damage, claims, or expenses, including attorneys’ fees, arising out of injuries to or death of persons and/or damage to or destruction of property, in any manner caused by, incident to, or connected with the cylinders or the contents thereof while in the possession and control of Purchaser.
- purchaser shall take all goods and equipment as is, where is, with all faults, and Seller makes no warranties (including without limitation warranties as to merchantability or fitness for a particular use or purpose) either express or implied with respect to goods or equipment sold, leased or delivered hereunder. Furthermore, Seller shall not be liable for any damages, including but not limited to incidental, consequential (including but not limited to lost profits or business interruption or loss), liquidated, punitive, or otherwise, arising out of or in connection with the manufacture, labeling, packaging, delivery, transportation, storage or use of any goods or equipment sold, leased or delivered hereunder.
Warranties for products or equipment will be limited to the manufacturer's warranty, if any, applicable to the product or equipment. It is the Purchaser's responsibility to comply with the terms of the manufacturer's warranty and to pursue any available remedy from the manufacturer.
- The Purchaser, in consultation with its insurance agent or insurer, may seek to insure against the foregoing liabilities and risks. Purchaser should promptly report such loss or damage to the insurance company and the Seller.
- Service, deliveries, and other performance due from the Seller shall be excused to the extent any delay in performance or failure of that performance is caused by floods, strikes, or other labor disturbances, fires, accidents, wars, terrorism, adverse weather conditions, delays of carriers, inability to obtain raw materials, failures of normal sources of supply, unusual delays in deliveries, epidemic, pandemic, governmental order, rule, regulation or law, restraints of governments, or any other similar or dissimilar cause beyond the Seller's reasonable control.
- In addition to the price specified herein, the Purchaser shall pay to the Seller, or at its election, to the appropriate taxing authorities, the amount of all governmental taxes, excises or other charges present or future imposed upon or payable or collectible by the Seller with respect to the production, sale, transportation, possession or use of any product or equipment sold, rented or otherwise furnished by the Seller hereunder, except taxes imposed upon or measured by net income.
Payment: All payments shall be made in accordance with the payment terms as stated on Seller’s Invoice. Past due balances are subject to interest charged at a monthly periodic rate of 1.5% (18% per year), or the maximum amount permitted by applicable law, whichever is less. In addition, Purchaser shall pay all collection costs and expenses, including reasonable attorneys’ fees, incurred by Seller in collecting or attempting to collect any past due account.
Governing Law and Forum: Purchaser and Seller agree that any claim or dispute arising out of or related to these Terms or the goods (i) will be governed by the law of the state where the Seller's principal office is located, exclusive of conflict of laws principles; and (ii) that the exclusive jurisdiction for such claim or dispute shall be the federal or state courts located in Daviess County, Kentucky.
