These terms and conditions constitute the entire agreement between Buyer and Seller and no other terms exist with the exception of specific contracts and agreements fully executed between Buyer and Seller.  We assume that the Buyer has agreed to these terms upon accepting delivery of Product shipped by the Seller. Any objections to these terms and conditions by the Buyer must be submitted to the Seller in writing. Any additional terms or conditions contained in the Buyers order are hereby rejected by the Seller and shall be of no effect.

WARRANTY
The Seller assigns to the Buyer all manufacturers’ warranties relating to the Product sold and delivered to the Buyer. Seller extends no warranties and expressly disclaims all warranties, express or implied in law, including but not limited to any warranties of merchantability or fitness for a particular purpose.

ORDER ACCEPTANCE AND CANCELLATION
All orders are subject to acceptance by Seller. All orders and all quotations are subject to approval by Seller of Buyer’s Credit. Cancellations or Returns will not be accepted for custom or special ordered Product.

PRICES
a. Prices for Products shall be the Prices in effect at the time of Seller’s acceptance of an order or in accordance with an authorized and valid Seller quotation.

b. Prices do not include charges or levies including, but not limited to; federal, state, municipal or other governmental excise, sales, use, occupational or like taxes now in force or enacted in the future. Prices are subject to an increase in amount equal to any tax Seller may be required to collect or pay upon the sale or delivery of Products purchased. If a certificate of exemption or similar document is required in order to exempt the sale from sales or use tax liability, Buyer will obtain and furnish evidence of such exemption either when setting up a Credit account with Seller, or when placing and order.

c. Prices do not include incoming and outgoing freight charges. Freight charges are processed on a prepay and add basis, or freight collect basis, independent of Prices for Products.

d. All Prices are subject to adjustment related to changes in specifications, quantities, shipment arrangements, documented Price increases in the supply chain, or by the inclusion of terms and conditions not contained in any valid Price quotation issued by Seller.

DELIVERIES
Delivery quotations are based upon best information available at the time of quotation. 
Seller shall not be held liable for delays in shipping, or changes in shipping fees due to causes beyond our control or the control of our suppliers. 
All Product will be shipped either F.O.B. Blaine, MN or drop shipped from the manufacturer under the manufacturers standard shipping terms.

PAYMENT TERMS
a. Net 30-day payment terms are available to Buyers who meet Seller’s criteria for Credit extension.

b. If Seller extends Credit, invoices are due and payable 30 days from the date of invoice.

c. Withdrawal of alteration of Credit extension is at the Seller’s discretion and may be changed at any time.

d. If Seller does not extend Credit, or stops extending Credit, the Seller shall designate alternate payment terms.

e. Cash discounts may be available to qualified Buyers in good standing. Seller must approve all cash discounts in writing. Cash discounts will not be accepted on past due accounts and any accounts that exceed the due date will incur interest at the annual rate specified on the Seller’s invoices.

RETURN GOODS
a. All Returns require Seller’s prior, written permission. 

b. Only unused, active items in current demand will be considered for Return for Credit. 

c. Credit will be based upon Prices in effect at the time of the Return or the time of invoicing, whichever is lower, and are subject to deductions for handling, re-inspection and any additional expense incurred in restoring goods to a salable condition, as determined by our inspection.

d. Buyer shall prepay all shipping charges for Return goods.

e. Returned or cancelled orders may be subject to a cancellation or restocking charge of 25% if applicable.

CREDIT ISSUED
a. Credit issued for Returns or Price allowances will be applied to the Buyers account balance or, held on Buyers account for one year.

b. Should no activity occur during this twelve-month period, Buyer may request refund by check.

DEFAULTS AND WAIVER
a. If Buyer fails with respect to this or any other agreements with Seller to pay invoice when due or to accept any shipment as scheduled, Seller may, defer further shipments, terminate this agreement or seek other remedies allowed by law.

b. Neither action nor delay of Seller in exercising any rights contained in these terms and conditions or any other duly executed agreement with Buyer shall waive any rights of Seller or modify this agreement.