Pursuit Distributors, Inc.
Terms and Conditions
1. ENTIRE AGREEMENT:
This agreement represents the entire understanding between the parties with respect to all Pursuit Distributors, Inc. (“PDI”) Sales transactions and all other PDI or PDI agent provided services. Pursuit Distributors, Inc. (“PDI”) Terms and Conditions (“T&Cs”) govern all Sales transactions and all other PDI or PDI agent provided services between PDI and its customers (“Buyer”). All rights, responsibilities, obligations, and remedies of PDI and Buyer are defined in these T&Cs. Any prior written or verbal agreements between PDI and a Buyer, including but not limited to terms in a Buyer purchase order that conflicts with or are in addition to PDI T&Cs are not acceptable to nor binding to PDI unless agreed to in writing in a separate agreement between a senior officer of PDI and an authorized representative of the Buyer. All sales transactions and all other PDI services are bound by these T&Cs.
2. SHIPPING/FREIGHT TERMS:
PDI standard shipping terms or freight terms are F.O.B. Origin which is also known as Free On Board - shipping point. Ownership of goods and all risk of loss for goods transfers immediately to the Buyer when the carrier picks up the order. PDI uses a designated list of carriers for small parcel, Less Than Truckload “(LTL)” and Truckload (“TL”) shipments and will provide a tracking number to the Buyer when available from the carrier. Buyer is responsible for filing any freight claims directly with the carrier for freight damage, shortage, or missing shipments. PDI will make commercially reasonable efforts to assist Buyer with a freight claim if the carrier does not respond to the Buyer’s inquiry on a reasonably timely basis. Commercially reasonable efforts to meet Buyer’s special packaging and or handling request will be made at an additional cost to the Buyer. PDI is not responsible for shipping errors caused by Buyer’s or Buyer’s agent ordering errors.
3. SALES PRICES:
PDI makes every effort to ensure selling prices on our web store are accurate. As prices change on the web store, the price in effect at the time of shipment will be the price charged. Buyer is also responsible for any applicable transportation cost or other charges resulting from Buyer’s special handling requests. PDI charges applicable state sales tax based on the shipping address unless the Buyer provides a valid and current sales tax exemption certificate.
PDI uses industry leading freight providers for Small Parcel, Less Than Truckload and Truckload deliveries. PDI is not responsible for delays due to freight carriers’ availability or inability to provide anticipated delivery services. PDI makes every effort to ship orders received before 2:00 pm EST that same day. Orders received after 2:00 pm EST will be scheduled to ship the following day. Orders for Indoor Air Quality products totaling $2,000 or more are shipped as Freight Pre-paid and Allowed. Orders for Water Treatment products totaling $3,000 or more are shipped as Freight Pre-paid and Allowed. PDI will charge the Buyer applicable freight for all orders totaling under $2,000 and also include additional costs for any applicable special handling requests and special freight delivery requests such as lift gate services. Buyer is also responsible for all shipping charges resulting from Buyer’s errors concerning the shipping address. PDI is not responsible for PDI’s non-performance due to an act of God, pandemics such as COVID-19, war, labor disputes or strikes, civil disorder, insufficient product quantities, carrier delays or shipping damages or any other circumstances out of PDI’s control. Under no situation or circumstance shall PDI be liable for special, indirect, incidental or consequential damages or losses or expenses resulting from delayed shipping dates or anticipated delivery dates or for failing to give notice to Buyer of delayed shipping dates or anticipated delivery dates.
6. PAYMENT FOR GOODS AND SERVICES:
PDI’s preferred method of payment is by credit card which provides protection to Buyer and PDI. As most orders ship the same day or the next business day after the order is received, Buyer is charged for products, freight, sales tax and all other applicable charges including special handling charges as the order is received. PDI reserves the right to charge Buyer in a subsequent transaction, following the charge for the invoice, for freight charges that are not known to PDI when the order is received. PDI also extends credit account privileges to certain Buyers who have established an excellent payment history with PDI and or other vendors. A late payment shall require PDI to consider the Buyer’s entire account as due immediately and shall not require PDI to notify the Buyer. All past due amounts are subject to a FINANCE CHARGE of 1.5% PER MONTH (18% per annum). Buyer’s obligation to pay is contingent only upon PDI shipping Buyer’s orders from PDI shipping locations or PDI’s vendor shipping locations, both of which ship under PDI standard FOB Origin freight terms. Buyer is not entitled to withhold any amounts from PDI and is obligated to pay each invoice in accordance to the payment terms issued to the Buyer by PDI. Buyer is not entitled to withhold from any payment any amount Buyer believes PDI owes Buyer. Buyer’s credit application is hereby incorporated by reference.
7. INSPECTION AND ACCEPTANCE RESPONSIBILITY:
As PDI Freight terms are FOB Origin for all sales orders, Buyer assumes ownership of goods once a freight carrier picks up the Buyer’s order from a designated PDI shipping location. Therefore, Buyer is responsible for inspecting all orders immediately upon receipt. All claims for visible damage or concealed damage and shortages are the Buyer’s responsibility to manage with the freight carrier. PDI will assist the Buyer with a freight claim in the event the carrier does not respond within a commercially reasonable period of time. Buyer also has 5 business days after the invoice date to notify PDI in writing via email at CustomerCare@PursuitDistributors.com of any shipping errors such as an incorrect item or quantity shipped. Buyer has 5 business days from the date of an invoice to notify PDI of any billing errors on PDI’s invoice to Buyer. No claims will be accepted after the 5th business day following the invoice date.
8. PRODUCT RETURNS:
Buyer is entitled to return products purchased from PDI not more than 120 days past the invoice date of the original order. Only products currently stocked by PDI that PDI has not designated as discontinued or obsolete and product that has not been used, installed, modified or repaired and is, in PDI’s sole opinion, in resaleable condition in its original packaging with all original materials and parts enclosed shall be eligible for return. Buyer is responsible for return freight charges resulting from Buyer’s or Buyer’s agent ordering errors and for products no longer needed by Buyer. PDI uses a Return Material Authorization (“RMA”) number to authorize and track all returns and Buyer is subject to a maximum 30% Restock Charge for all returned products unless the return is a result of a PDI shipping error documented in writing via email to CustomerCare@PursuitDistributors.com . Special order products and products with the Buyer’s private brand mark are not subject to return.
9. WARRANTIES AND LIMITATION OF LIABILITY:
PDI distributes PDI owned and registered Private Branded products, Customer Branded Private Branded products, and Manufacturer Branded products, all of which include different warranties and liability limitations.
For PDI owned and registered Private Branded products, refer to the www.PursuitDistributors.com website for specific warranty details which outline the end-users’ rights.
For PDI Customer Branded Private Branded products, refer to the www.PursuitDistributors.com website for specific warranty details which outline the end-users’ rights.
For Manufacturer Branded products, refer to the www.PursuitDistributors.com website and or the Manufacturer’s website for warranty details which outline the end-users’ rights.
PDI warrants that all PDI owned and registered Private Branded products conform to specifications included in the product packaging and conform to specifications on the www.PursuitDistributors.com website. PDI further warrants that these products are free of defects in material and workmanship for the applicable warranty period. The Buyer’s sole and exclusive remedy for products that do not conform to the standards included in the specifications during the warranty period is a free replacement product of exact or equal performance in PDI’s sole opinion. Buyer must notify PDI of any assumed defective products immediately at CustomerCare@PursuitDistributors.com. Buyer must provide the PDI invoice number on which the assumed defective product was purchased for all warranty claims. PDI shall issue an RMA as outlined in the RETURNS section whereby PDI advises the Buyer to either field scrap the product or return the product per PDI’s instructions. PDI will ship a replacement product to the PDI customer that originally purchased the product from PDI and that customer is responsible for all expenses associated with installing the replacement product. Buyer shall be responsible for disposing of the product in accordance with local laws. In no event and under no circumstances will PDI be liable to any Buyer and or any third party for indirect, incidental, punitive, special, consequential or liquidated damages, personal injury, property damage, incremental expenses including but not limited to initial or subsequent installation labor or material charges, lost profits, down time, transportation cost, whether the basis for a claim is for warranty, contract, strict liability, negligence or any other cause of action or claim related to products or services provided by PDI including the design and manufacturing of products and or the installation or use of or repair of products sold by PDI. It is made clear to Buyer and Buyer agrees that under no circumstances or conditions is PDI liable to the Buyer or any third party for any claims exceeding PDI’s net selling price of the claimed defective product, excluding any initial or subsequent shipping, handling or transportation costs, that PDI, PDI’s manufacturer and Buyer agree are defective. Buyer acknowledges that products or services provided by PDI are sold to Buyer and or provided to Buyer “AS IS, WHERE IS, and WITH ALL FAULTS” with no right to Buyer to setoff or reduce the price charged by PDI unless PDI discovers a billing error or unless PDI advises Buyer otherwise.
For all products other than PDI owned and registered Private Branded products, PDI acts only as a distributor of products and the manufacturer’s warranty is the only warranty available to the Buyer and or end-user. PDI’s sales transaction with the Buyer consummates only the transfer of title to the products from PDI to the Buyer. Buyer must notify PDI of any assumed defective products immediately at CustomerCare@PursuitDistributors.com. PDI will assist the Buyer in facilitating a manufacturer’s warranty relative only to the manufacturer’s specific warranty policies and procedures. Providing a replacement product under the applicable warranty period, which starts on the date of the invoice on which the warrantied product was billed, is a standard policy. At PDI’s expense, PDI shall ship the replacement product to the Buyer that originally purchased the product from PDI and that Buyer is responsible for all expenses associated with installing the replacement product and either returning the defective product to PDI at PDI’s freight expense and at PDI’s direction. If directed by PDI, Buyer is responsible for disposing of the product in accordance with local laws.
All warranties offered by PDI are void if products have been used for anything other than their intended purpose, installed outside their intended physical location or intended environment, modified in any way, or damaged by Buyer or end-user.
WARRANTY EXCLUSIONS: PDI DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND OR FITNESS FOR APPLICATION, USE OR A SPECIFIC AND OR PARTICULAR PURPOSE WHETHER KNOWN OR UNKNOWN BY PDI. PDI SPECIFICALLY DISCLAIMS AND UNDER NO CIRCUMSTANCES REPRESENTS, WARRANTS, CLAIMS OR PROMISES THAT THE PRODUCTS SOLD BY PDI AND OR SERVICES PROVIDED BY PDI CONFORM TO ANY APPLICABLE FEDERAL, STATE OR LOCAL LAWS, ORDINANCES, REGULATIONS, CODES OR STANDARDS, INCLUDING BUT NOT LIMITED TO OZONE GENERATING PRODUCTS AS DEFINED BY THE CALIFORNIA AIR RESOURCES BOARD OR LOW LEVELS OF LEAD OR LEAD FREE LAWS OR REGULATIONS, UNLESS SPECIFICALLY AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF PDI AND AN AUTHORIZED REPRESENTATIVE OF THE BUYER. EXCEPT IN THE EVENT OF DAMAGE CAUSED BY PDI’S NEGLIGENCE, UNDER NO CIRCUMSTANCES SHALL PDI BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES CLAIMED BY BUYER OR ANY THIRD PARTY RELATED TO A BREACH OF WARRANTY OR ANY OTHER NON-CONFORMITY OF THE PRODUCTS OR SERVICES.
10. MUTUAL INDEMNIFICATION:
As (“Indemnitors”), PDI and Buyer, agree to defend, indemnify and hold each other, and each other’s parent companies, subsidiaries, affiliates, officers, directors, contractors, agents and employees, and lenders harmless from and against any claims, losses, damages and liabilities (including, but not limited to, reasonable attorneys’ fees and court costs, but excluding consequential damages) on account of any claim, any suit, cause of action, judgement or claim by a third Party for bodily injury, property damage, loss of life, liability of any nature, costs, or expenses made against the indemnified Party to the extent caused by the negligent act or omission, or willful misconduct of, or breach of this Agreement by, the indemnifying Party or the indemnifying Party’s employees, contractors, subcontractors or agents, in connection with the performance of their respective obligations under this Agreement. A claim of an Indemnitor’s negligence resulting in a Damages proximately claim shall not apply to this Indemnification clause.
PDI shall abide by all laws requiring PDI to maintain applicable insurance coverages and shall not allow such insurance policies to lapse. PDI insurance coverage is provided by an A.M. Best A+ (Superior) insurance provider. PDI shall maintain applicable Worker’s Compensation coverage as required by applicable state law, $1 million per occurrence and $2 million aggregate in commercial general liability are the current PDI coverages, including product liability coverage provided by manufacturers’ of PDI private branded products and augmented by PDI’s insurance policies.
12. LIMITATION OF LIABILITY:
Notwithstanding the WARRANTY EXCLUSION: section outlined in section 9 above, neither PDI or Buyer shall be liable to the other for any indirect, incidental, punitive, special, consequential or liquidated damages, personal injury, property damage, incremental expenses including but not limited to initial or subsequent installation labor or material charges, lost profits, down time, transportation cost, or Buyer’s perceived goodwill resulting from any product or service provided to Buyer. PDI’s maximum amount of liability to the Buyer or any third party shall not exceed the value of the product, for which a Buyer or any third party makes any claim, that PDI sold to the Buyer. Whether a claimed damage and or liability claim is based on a breach of contract or a breach of warranty, a tort, strict liability or any other legal theory, this limitation shall apply.
Any interpretation, including 3rd party legal or arbitration counsel, of this T&Cs of sale document will be based on an understanding of a joint preparation between both parties to these T&Cs document resulting in a condition whereby uncertainty or any ambiguities shall not be determined to be the responsibility of any one party. Should any section or portion of a section of these T&Cs of sale be found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining T&Cs of sale shall not in any way be affected or impaired thereby. In addition, if any section of these T&Cs of sale is found to be partially enforceable by a court of competent jurisdiction, then it shall be enforced to that extent.
Not requiring strict performance by both parties (PDI and Buyer) to all sections of these T&Cs of sale shall not be deemed as a waiver of any responsibilities or rights of either party afforded in these T&Cs, nor shall not requiring strict performance be a cause or reason for either party to do so in the future under the terms of the T&Cs of sale. A waiver by either party of a breach or violation of any provision of this Agreement shall not function as or be construed as a waiver of any subsequent breach. Only a waiver of a condition under these T&Cs of sale that is in writing and signed by a duly authorized representative of the waiving party is binding.
15. DISPUTE RESOLUTION:
In the event of a dispute to these T&Cs of sale, duly authorized executives of both parties shall make all commercially reasonable efforts to negotiate in good faith to resolve the dispute in a timely manner. If both parties do not resolve the dispute in a reasonable amount of time, either party may choose to bring about a legal action as outlined in section 16 of these T&Cs of sale.
16. GOVERNING LAW:
Any and all disputes to these T&Cs of sale resulting from a Buyers actual sales transaction which are not resolvable between parties, shall be interpreted, construed, and governed according to the internal laws (and not the law of conflicts) of the State of Florida. Buyer agrees that the Buyer has no right to object to governing state venue or to the inconvenience of this stated venue. The United Nations Convention on Contracts for the International Sale of Goods, and any succeeding CSIG proposed language, shall not apply.