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- Terms for Purchasing from Suppliers and Vendors
- Shipping & Delivery
- You can trust that your order will be quickly processed and safely delivered. We can ship products anywhere in the United States using the shipping method of your choice. When you place an order we will estimate delivery dates based upon the availability of your item(s), shipping method selected, and your shipment’s destination. Our shipping charges are determined by the total dollar amount and weight of your order, excluding applicable sales tax. Some products cannot be shipped to international destinations so please submit a message to us from the Contact Us page if you would like to discuss international ordering options.
All shipping quotes outside of the US do not include any duties or other charges that may be applied by your particular country's government. The Buyer is responsible for any duties, taxes, or shipping company brokerage fees.
PLEASE ALLOW 7-10 DAYS FOR UPS ECONOMY SHIPMENTS TO THE FOLLOWING STATES
AZ, CA, CO, ID, MT, NM, NV, OR, UT, WA & WY
(Tracking number(s) will be sent via email but tracking info will not be viewable until the following Tuesday/Wednesday)
- Updating Account Information
- Account information can be viewed updated on this site. You can also contact us directly via telephone or email.
- Terms and Conditions of Sale
- 1. Controlling Document – Jedwards International, Inc. (“Jedwards”) hereby accepts the Buyer’s order pursuant to and conditioned on the Buyer’s assent to the terms and conditions set forth herein, and Jedwards agrees to furnish goods (the “Product” or “Products”) only upon these terms and conditions. This document constitutes the entire agreement between the parties. Differing terms and conditions shall require a separate written agreement. THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON THE BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER. No course of prior or current dealings between the parties and no usage of trade shall be relevant to, supplement or explain any term nor shall course of prior or current dealings constitute a waiver of any of the terms contained herein. Photocopies, electronic copies and facsimile transmissions of documents shall be effective as originals and shall be considered a “writing” between the parties. Buyer is deemed to have accepted the Terms and Conditions contained herein upon shipment of the Product. Any other information provided by Jedwards, including information contained in a Safety Data Sheet (SDS), is subject to these terms and conditions. Buyer acknowledges that it has reviewed the applicable SDS available from Jedwards prior to Buyer’s use of the Product, and Buyer acknowledges and agrees that the information contained in the SDS is provided subject to both these terms and conditions and the provisions set forth in the SDS.
- 2. Prices and Taxes - Buyer shall pay Jedwards the standard price for Product(s) listed by Jedwards on the date Jedwards ships the Buyer’s order or any price expressly quoted by Jedwards in writing to the Buyer. Jedwards reserves the right to change the price on future orders of Products. All prices listed or quoted shall be exclusive of delivery charges, taxes, customs, duties, or other customary shipping fees unless otherwise expressly stated.
- 3. Shipment - Jedwards makes efforts to meet Buyer’s requirements for Product delivery whenever possible. However, any shipping, delivery, or processing dates as indicated by Buyer or Jedwards are estimates only, and Jedwards shall have no liability to Buyer for failure to complete delivery of an order by the date indicated or for any of Buyer’s incidental, indirect or consequential damages arising from a delay. Jedwards shall ship Product to Buyer F.O.B. Origin, with packaging and carriers as designated by Jedwards, unless otherwise specified in writing between the parties. Jedwards’ title to Product passes to Buyer upon delivery of Product to the carrier for shipment, with carrier acting as Buyer’s agent. Buyer assumes the risk of loss for Product in transit and shall be responsible for obtaining insurance, if desired. For foreign shipments Buyer assumes all risk and responsibility relating to entry of Product into the country of destination, and Jedwards makes no warranties or guaranties relating thereto, and shall have no liability relating thereto. Jedwards will not consider any claim for non-conforming Product or shortages (“Non-Conformances”) unless Buyer complies with the notice and authorization requirements set forth at paragraph 6. Buyer may not return Product without Jedwards’ written authorization. If a return is authorized, Buyer shall return all non–conforming Product within 10 days after receipt of authorization, and shall ship the Product F.O.B. Destination. All approved returns of conforming products are subject to a restocking charge of 20% computed at original invoice value. When retest is required, Buyer will be charged an additional $250.00 per Product lot. All Product sought to be returned must be within the lot expiry period and received not later than 45 days after originally shipped by Jedwards. All returns must be sent to Jedwards International, Inc., 141 Campanelli Drive, Braintree, MA 02184 Attn: Warehouse unless otherwise directed by Jedwards. All unauthorized returns will become the property of Jedwards and no credit will be issued. Product for which delivery is suspended pending payment by Buyer, as well as Product of which delivery is wrongfully rejected or not accepted by Buyer, shall be held and stored by Jedwards at risk and expense of Buyer. Special delivery terms may apply contract Jedwards for details.
- 4. Terms of Payment - Payment for Product shall be due as of the payment date stated on the Jedwards’ invoice. Any overdue payment may be subject to a late payment charge of l.5% per month (18% per year) or the highest amount permitted by law, whichever is less. Unless otherwise indicated in writing, each shipment shall be considered an independent transaction and payment therefore shall be made accordingly. Invoiced freight charges include applicable shipping, handling, and processing charges. All orders are subject to approval of Jedwards credit department. If in the judgment of Jedwards the financial condition of the Buyer at any time does not justify continuance of shipment on the terms of payment specified, Jedwards may require full or partial payment in advance. In the event of bankruptcy or insolvency of Buyer, or in the event of any proceeding brought by or against Buyer under insolvency laws, Jedwards shall be entitled to cancel any order of the Buyer then outstanding and shall receive reimbursement from Buyer for Jedwards’ cost as of the date of cancellation. Buyer authorizes Jedwards to investigate Buyer’s credit and financial standing, Buyer will supply any financial information reasonably requested by Jedwards, Jedwards agrees to hold such information confidential, and Jedwards’ reserves the right to require Buyer’s principles to guaranty payment on any order before, during or after fulfillment of any order. Jedwards shall maintain a priority purchase money security interest in the Product (and replacement) delivered hereunder and in the proceeds from the sale and disposition thereof, until Buyer has made payment in full for such Product. Buyer shall, upon request by Jedwards, execute all documents (such as UCC-l) necessary to perfect such security interest in Product. Jedwards has the right, upon demand, to repossess Product delivered hereunder if Buyer fails to make timely payment. All payments shall be made without any deduction and free of any set-off or other counterclaim.
- 5. Marking Requirements – All Products purchased from Jedwards and repackaged must be marked in a conspicuous place as legibly, indelibly and permanently as the nature of the container will permit in such a manner as to indicate the English name of the country of origin of the article to the ultimate purchaser in accordance with the requirement of 19 U.S.C and 19 CFR Part 134.
- 6. Inspection - Buyer shall be responsible for inspecting and examining all Product shipped hereunder prior to acceptance. Buyer shall give Jedwards written notice of rejection specifying the alleged Non-Conformance within five days following delivery to Buyer. Failure to provide such written notice of rejection within the five days of delivery shall be deemed to be acceptance of the Product by the Buyer as of the date of shipment. Any resale, commingling, alteration or incorporation of the Product by the Buyer shall be deemed acceptance of the Product as of the date of shipment.
- 7. Warranty - There are no express warranties hereunder. The liability of Jedwards for any claim brought by the Buyer is limited, at Jedwards’ option, solely to replace the Product, or apply an appropriate credit adjustment not to exceed the sales price of the Product to Buyer. If the claim is relative to Non-Conformance, Buyer is only entitled to the remedies listed above provided that (a) Jedwards is notified in writing by Buyer within five days of receipt of alleged Non Conformance setting forth the alleged Non-Conformance, date of purchase, date of receipt, and invoice number; (b) Buyer shall set aside and hold such Product without further use or processing until Jedwards advises Buyer as to the proper disposition of the Product; and (c) unless shortage, the Products returned to or inspected by Jedwards, and Jedwards determines that Non-Conformance exists, and was not caused by negligence, misuse, improper storage, or accident. Buyer shall have no right to “cover” by procuring substitute goods at the expense of Jedwards. JEDWARDS HEREBY MAKES NO OTHER WARRANTY EXPRESSED OR IMPLIED. JEDWARDS EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF JEDWARDS. JEDWARDS NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR JEDWARDS ANY LIABILITIES. UNDER NO CIRCUMSTANCES SHALL JEDWARDS, ITS AFFILIATES, SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE TO THE BUYER OR ANY OTHER PERSON FOR ANY KIND OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGE, LOSS OR EXPENSE. Buyer’s remedies under this Agreement for any claim against Jedwards shall be solely and exclusively limited to replacement of the Product or a credit not to exceed the sales price of the Product to the Buyer. Said choice of remedy shall be in the sole discretion of Jedwards. This section sets forth the sole and exclusive remedy against Jedwards. No action may be taken against Jedwards for breach of this Agreement more than one year after the accrual of the cause of action.
- 8. Intellectual Property - All specifications, designs, data methods, patterns, and ideas made, used, conceived, developed or acquired by Jedwards incident to its performance under this Agreement and all patent, trade-secret, know how, copyright, trademark or other proprietary right therein shall be the exclusive property of Jedwards, and no part of the purchase price hereunder shall be deemed applicable to acquisition of or licenseing of the foregoing unless otherwise agreed to in writing by Jedwards. No licenses to any intellectual property of Jedwards (including use of trademarks and trade names) are granted to Buyer. JEDWARDS HEREBY MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER ABOUT THE NON-INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY. JEDWARDS WILL NOT BE OBLIGATED TO DEFEND AND DOES NOT INDEMNIFY BUYER IN ANY WAY WHATSOEVER RELATING TO ANY THIRD PARTY’S INTELLECTUAL PROPERTY.
- 9. Force Majeure - Jedwards shall be relieved of the performance of its obligations for the duration and to the extent that it is prevented in the performance of its obligations by reasons of force majeure. For purposes of this clause, force majeure is defined as circumstances or events which may have not been foreseen at the time of entering into this transaction, which are not the fault of Jedwards and which prevent the performance of all obligations hereunder and which are not capable of being remedied. Force majeure events include, but are not limited to, acts of God, acts of war, acts of the Government, acts of Buyer, inability to obtain necessary labor, materials or manufacturing facilities, blockades, revolutions, industrial disputes and commercial impracticality.
- 10. Equal Employment Opportunity - Jedwards represents that it does not discriminate against its employees or applicants for employment on the grounds of race, color, religion, sex, sexual orientation, national origin or any other protected category. Jedwards complies with Executive Order 11246.
- 11. Indemnification - Buyer shall indemnify, defend, and hold Jedwards, its employees, suppliers, and agents harmless from and against any and all liabilities, damages, injuries, claims (irrespective of the legal theory on which any claim is based), suits, judgments, causes of action, and expenses (including attorneys’ fees, court costs and out-of-pocket expenses) suffered or incurred by Jedwards as a result of any action or omission by Buyer its employees or agents.
- 12. Assignability – Jedwards may assign or subcontract all or any portion of its right or obligations with respect to sale of the Product or assign the right to payment without Buyer’s consent. Buyer may not assign these Terms and Conditions, or any of its rights or obligations herein without prior written consent of Jedwards subject to the restrictions in assignment contained herein. These Terms and Conditions will be binding on and inure to the benefit of the parties hereto and their successors and assigns. No portion of this Agreement will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties.
- 13. Law and Jurisdiction - This agreement shall be deemed to be made in Massachusetts and governed in all respect by Massachusetts law. The parties to this agreement irrevocably consent to the exclusive jurisdiction of the State and Federal Courts located in the Commonwealth of Massachusetts. If any portion of this Agreement is found by a Court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the remainder of this Agreement.
- Terms for Purchasing from Suppliers and Vendors
Scope. The terms and conditions set forth below govern all purchases by Jedwards International Inc. (”Jedwards”) and are applicable to and bind any party (“Vendor”) from which Jedwards purchases any product or material (“Product”). Unless these terms and conditions have been amended in writing by Jedwards these terms apply to every purchase of Product by Jedwards from Vendor. If there is any inconsistency between these terms and conditions and any terms and conditions contained in any other documents relating to the business relationship between Jedwards and Vendor, these terms and conditions shall prevail.
Confidential Information. Vendor acknowledges that it may from time to time possess confidential information that has been created, discovered, developed by or provided to it by or on behalf of Jedwards, which information has commercial value in Jedwards’s business and which is not in the public domain.Vendor will protect Jedwards’s confidential information with the same degree of care that it would use in protecting its own confidential information. Vendor will not, without Jedwards’s prior written consent, use or disclose any Jedwards confidential information to any person except its authorized employees who require the same in connection with fulfilling Vendor’s obligations to Jedwards. Vendor will not commercially utilize any Jedwards confidential information without Jedwards’s express prior written consent.
Non-Conforming or Unordered Products. Jedwards will have no obligation to accept or pay for any unordered or noncomplying Products. If Jedwards takes delivery of such nonconforming order, or any part of such an order, Jedwards reserves the right to deduct from its payment all actual or reasonable expenses incurred as a result of such non-conformity or non-compliance. Jedwards will have no obligation to accept or to pay for any substituted goods or excess shipment of any Product made without Jedwards’s prior written approval.
Shipment Constitutes Acceptance of Agreement. Shipment of Product by Vendor constitutes acceptance of these terms and conditions. Jedwards’s offer to purchase from Vendor is expressly subject to Vendor’s acceptance of these terms and conditions, and precludes Vendor’s objection to these terms and conditions and/or Vendor’s inclusion of any different or additional terms or conditions. By accepting a Jedwards purchase order or by shipping Product to Jedwards, Vendor agrees that Jedwards is not bound by any other term or condition, whether written, oral, or otherwise, which is in any way inconsistent with or in addition to these terms and conditions.
Representations, Warranties and Guarantees. Vendor makes the following representations, warranties and guarantees, in addition to any other warranty imposed by agreement, representation, or applicable law: a. The Product is of merchantable quality and of good material and workmanship, is free from contamination or impurity and defects in design and title, and is fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised. b. The Product conforms in every respect to applicable specifications, instructions, drawings, data, samples and descriptions. c. Vendor will in every manner of its business related to its relationship with Jedwards obey and conform to all applicable law, rules, and regulations.
Indemnification. Vendor agrees to indemnify Jedwards, its employees, affiliates, shareholders, officers, directors, customers, agents and attorneys and hold each harmless against any loss, cost, damage, expenses or liability paid or incurred by them (including all costs, attorneys’ fees and other professional fees, and including all investigative costs and all indirect and consequential damages) arising from or relating, directly or indirectly, to any of the following: (i) Vendor’s breach of these terms and conditions or the terms of a Jedwards purchase order; (ii) claims for injuries or other damage arising from Product, notwithstanding any actual or alleged defect or hazard inherent in the Product or negligence of any indemnified party; (iii) any recall, inspection, testing, replacement or correction of Product, whether required by governmental authority or otherwise, (iv) the violation of any law, regulation, rule, order or restriction of any foreign or domestic governmental authority resulting from or incident to the sale or delivery of Product; (v) claims by any of Vendor’s subcontractors or suppliers, (vi) any product liability (including bodily injury and property damage), quality control issues, false advertising claims, or any claims regarding efficacy or effectiveness, directly or indirectly, relating to the Product; or (vii) Vendor’s infringement of any patents, copyrights, trademarks, trade names, trade dress or any other intellectual property rights of a third party relating to Product. We will notify Vendor of any claim against any party indemnified hereunder, if that party intends to seek indemnification from Vendor. Jedwards will control the defense and related settlement negotiations relating to any such claim. Vendor will cooperate with us in the preparation of such defense and negotiations.
Waiver; Severability. Jedwards’s failure to insist on strict performance of any of these terms and conditions, or to exercise any rights conferred, will not be construed as a waiver of its rights to assert or rely on any such term, condition, or right on any future occasion. Jedwards’s rights and remedies hereunder are not exclusive, but are in addition to any other rights or remedies provided by equity, law or otherwise. If any of these terms or conditions is held invalid or unenforceable the remainder will not be affected thereby.
Disputes and Remedies;Governing Law and Venue. Jedwards’s purchase of Product from Vendor and the relationship between Jedwards and Vendor shall be governed by Massachusetts law, without regard to its principles of conflicts of law, and all legal proceedings with respect thereto must be commenced in the State or Federal Courts located in Massachusetts.
Thank you for choosing Jedwards International!