Terms and Conditions

Janell Inc. Ecommerce Terms and Conditions of Sale

 

1. All references in this document to “Seller” shall include Janell Inc. All references to “Buyer” shall include all parent(s), subsidiaries, and affiliates of the entity placing the order. Buyer and Seller may be referred to individually as a “Party” and collectively as “Parties”.

 

2. All sales to Buyer are subject to these Terms, which shall prevail over any inconsistent terms of Buyer’s purchase order or other documents. Additional or different terms and conditions in any way altering or modifying these Terms are expressly objected to and shall not be binding upon Seller unless specifically accepted in writing by Seller’s authorized representative. No modification or alteration of these Terms shall result by Seller’s shipment of goods following receipt of Buyer’s order, or other documents, containing additional, conflicting, or inconsistent terms. There are no terms, conditions, understandings, or agreements other than those stated herein. These Terms are binding on the Parties, their successors, and permitted assigns.

 

3. Prices on Seller websites, catalogs, or in Seller quotes are subject to change without notice, and all such prices expire and become invalid if not accepted within 10 calendar days from the date of issue, unless otherwise noted by Seller in writing. Price extensions, if made, are for Buyer’s convenience only, and they, as well as any mathematical, stenographic, or clerical errors, are not binding on Seller. Prices shown do not include any sales, excise, or other governmental tax or charge payable by Seller to any federal, state, or local authority. Any taxes now or hereafter imposed upon sales or shipments will be added to the purchase price, and Buyer shall reimburse Seller for any such tax or provide Seller with an acceptable tax exemption certificate. All prices and other terms provided to Buyer shall be kept confidential except to the extent a Party is required by law to disclose the same.

 

4. Delivery, Seller shall not be liable for delay or default in delivery resulting from any cause beyond Seller’s reasonable control, including, but not limited to, governmental action, strikes, or other labor troubles, fire, damage or destruction of goods, wars (declared or undeclared), acts of terrorism, manufacturers’ shortages, availability or timeliness of transportation, materials, fuels, or supplies, and acts of God (each a “Force Majeure Event”). Upon the occurrence of a Force Majeaure Event: (a) the time for Seller’s performance shall be extended reasonably and the Parties shall adjust all affected dates accordingly; (b) the purchase price shall be adjusted for any increased costs to Seller resulting from such a Force Majeure Event; and (c) Buyer shall not be entitled to any other remedy.

 

5. Delivery shall be made F.O.B. Seller’s location specified on the face hereof by delivery of the goods to a carrier for shipment; Method and route of shipment are at the Seller’s discretion; In no event shall Seller be liable in connection with shipment nor shall the carrier be deemed to be the agent of the Seller. Goods ship via UPS. Risk of loss to the goods shall pass to Buyer upon delivery; all transportation charges are to be paid by Buyer. Title and risk of loss shall pass to Buyer at the applicable F.O.B. point, which for goods not delivered by the carrier. All claims for shortage of goods or for loss or damage to goods as to which Seller has the risk of loss shall be waived unless Buyer, within 10 calendar days after receipt of the short or damaged shipment, give Seller written notice fully describing the alleged shortage or damage. Partial shipments are permitted at Seller’s discretion.

 

6. Returned Goods must be returned in resalable condition. A restocking charge will apply to all returns. No chemical returns.  Once Seller receives the returned goods, Seller will inspect it and notify Buyer the goods were received. Seller will notify you on the status of your refund after inspecting the item. If your return is approved, we will initiate a refund using the original method of payment. Buyer is responsible for paying shipping costs for returned goods.

 

7. Disclaimer of Warranty, Seller is a reseller of goods only, and as such does not provide any warranty for the goods it supplies hereunder. Disclaimer of Warranty. Except as set forth on the face hereof and except as otherwise specifically agreed to in writing by seller, seller makes no representation or warranty of any other kind, expressed or implied, with respect to goods, whether as to merchantability, fitness for a particular purpose or any other matter.

 

8. Indemnity, Buyer shall indemnify, defend, and hold Seller its officers, directors, employees, and agents harmless from any and all costs (including attorneys’ and accountants’ fees and expenses), liabilities, and damages resulting from or related to any third party (including Buyer’s employees) claim, complaint, and/or judgement arising from Buyer’s use of any goods furnished hereunder, as well as any negligent, intentional, or tortious act or omission of Buyer or any material breach by Buyer of these Terms.

 

9. Applicable Law, This Agreement shall be governed by and construed in accordance with the laws of The State of Ohio.

 

10. Entire Agreement, These terms and conditions, together with the matter set forth on the face of the invoice, constitute the entire understanding and agreement of the parties. No changes in or additions to these terms and conditions shall be made except in writing and signed by Seller’s and Buyer’s authorized representatives.