1. ORDER ACCEPTANCE – Canovate and, if applicable, Canovate’s suppliers must approve and accept any order from the buyer (referred to as “Buyer”). Canovate has the right to promptly modify the conditions of any credit given to Buyer and/or to accept or reject any order without incurring any liability to Canovate, including without limitation if Buyer’s credit becomes unsatisfactory to Canovate.
2. CHANGES FOR SERVICES; CANCELLATION – Buyer may modify or cancel a statement of work up to five (5) business days before the beginning of the work. After that date, any cancellations or modifications must first get written approval from Canovate, at its sole and absolute discretion. Buyer is responsible for paying Canovate the amounts required to cover additional costs, restocking fees, and cancellation costs associated with the canceled goods or services, including any costs paid or assumed by Canovate.
3. EXPORTING – Buyer acknowledges that compliance with any and all relevant United States laws, regulations, or orders is a condition of this order’s fulfillment. The buyer agrees to abide by all applicable laws, rules, and directives, including, if necessary, any amendments to the Export Administration Act and/or the International Traffic in Arms Regulations. Buyer further agrees that, if export laws are in force, it won’t divulge or re-export any technical data acquired under this order to any nations for which the US government requires an export license or other supporting documentation at the time of export or transfer unless Buyer has first obtained written consent from the US Office of Export Control or another relevant authority.
4. TERMS OF PAYMENT – Canovate’s invoice specifies the payment terms unless otherwise mutually agreed upon. A monthly service charge of the lesser of 1 – ½ % or the maximum allowed by law may be imposed on all accounts that aren’t paid by the net due date as a requirement of the sales agreement. Credit cards from Discover, American Express, Mastercard, and Visa are only accepted at the time of purchase.
5. GENERAL PROVISIONS – All typographical or clerical errors made by Graybar in any quotation, acknowledgment, or publication are subject to correction. This agreement shall be governed by the laws of the State of Missouri applicable to contracts to be formed and fully performed within the State of Missouri, without giving effect to the choice or conflicts of law provisions thereof. All suits arising from or concerning this agreement shall be filed in the Circuit Court of St. Louis County, Missouri, or the United States District Court for the Eastern District of Missouri, and no other place unless otherwise determined in Graybar’s sole discretion. Buyer hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof.
6. ASSIGNMENT – Without Canovate’s prior written agreement, Buyer may not delegate its duties, assign its rights under this Agreement, or transfer any assignment in it. Any such assignment made in violation of this provision would be null and void.
7. FOREIGN CORRUPT PRACTICES ACT – Buyer shall abide by all anti-corruption laws and regulations, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd-1, et. seq.) irrespective of the place of performance, and (ii) laws and regulations implementing the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.N. Convention Against Corruption, and the Inter-American Convention Against Corruption in Buyer’s country or any country where the performance of this agreement or delivery of goods will occur.
8. CERTIFICATION – Canovate certifies hereby that these goods were made in accordance with all applicable requirements of sections 6, 7, and 12 of the fair labor standards act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. This agreement is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Veterans’ Readjustment Assistance Act of 1974, as amended, E.O. 13496, 29 CFR Part 471, Appendix A to Subpart A, and the corresponding regulations, to the extent required by law. 41 CFR 60-1.4, 60-741.5, and 60-250.5 are incorporated herein by reference, to the extent legally required.
9. MODIFICATION OF TERMS AND CONDITIONS – The subject matter of these terms and conditions, as well as any related statement of work, supersedes all earlier negotiations, communications, and oral or written statements to that effect. Any waiver, abandonment, discharge, revocation, or discharge of these terms and conditions must be made in writing and signed on Canovate’s behalf by a lawfully authorized representative before it can be considered binding. These terms and conditions cannot be explained, varied, modified, or supplemented by the usage of trade, course of performance or dealing, agreement, or understanding unless they are made in writing and signed by the party to be bound. Any suggested additions or changes are expressly denied and are seen as significant changes to this agreement. If the Buyer accepts the conditions of this document as an acceptance of an earlier offer, it is clear that they must agree to any new or different terms that may be included.
10. WAIVER – Canovate’s failure to enforce any of the terms or conditions of this agreement or to exercise any rights hereunder shall not be construed as a waiver of such rights, terms, or conditions in the future or of any other right, term or condition under this agreement.
11. LIMITATION OF LIABILITY – Any restrictions in the manufacturer’s terms and conditions to Canovate, a copy of which will be provided upon written request, will apply to the buyer’s remedies under this agreement. Additionally, Canovate’s liability shall not exceed the cost of performing the services again, replacing or repairing the items, or refunding the purchase money, all at Canovate’s discretion. Canovate SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES. Furthermore, claims for shortages—other than loss in transit—must be filed in writing within five (5) days after receiving the item. Acceptance of services will take place no later than five (5) days after the performance is complete unless otherwise specified in the appropriate statement of work.
12. LIMITED WARRANTIES – Canovate guarantees that all goods sold are free of any security interests and Canovate will make all transferable warranties – including without limitation warranties against intellectual property infringement – made to Canovate by the manufacturer of goods. Buyer acknowledges that the manufacturer’s warranty may be voided if the manufacturer-provided items are altered in any way beyond what is specified in the statement of work. In carrying out its obligations under this Agreement, Canovate shall exert the same care and skill that a supplier of comparable services in a comparable situation would employ in accordance with generally recognized business practices.
OTHER THAN THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CANOVATE MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES. Products sold hereunder are not intended for use in or in connection with (1) any safety application or the containment area of a nuclear facility, or (2) in a healthcare application where the goods have the potential for direct patient contact or where a six-foot clearance from a patient cannot be maintained at all times unless otherwise agreed in writing by an authorized Canovate representative.
13. DELAY IN DELIVERY – Canovate shall not be held accountable for delays in delivery due to failure of its suppliers to deliver or ship on time, acts of God, or other circumstances beyond the reasonable control of Canovate, including, but not limited to delivery, sourcing or shipment issues related to, resulting from or caused by COVID-19 or other similar global health or national situations. Delivery dates or factory shipment are the best estimations of our suppliers and in no case shall Canovate be responsible for any special or consequential damages arising from any delay in delivery or shipment.
14. TAXES – Taxes on the sale of services and goods such as sales taxes, are not included in the prices shown. Taxes on services, sales, or shipments that are presently imposed or shall be imposed in the future will directly affect the purchase price. Buyer agrees to pay Canovate back for any such taxes incurred or to present Canovate with a valid tax exemption certificate.
15. RETURN OF PRODUCTS – With prior approval, credit may be permitted for returned products. Credits granted may be deducted to pay for handling expenses. Materials and services that have been changed or altered at the request of the seller or buyer are not returnable. Also, the return policy does not apply to custom orders.
16. SHIPMENTS AND PRICES- Canovate will charge the price in force at the time the relevant order is accepted by the buyer. Prices are subject to adjustment or change without prior notice. Unless otherwise quoted, prices for goods shall be those in effect at the time of shipment, which shall be made F.O.B. shipping point, prepaid, and bill. Prices for services shall be those in effect at the time of completion unless otherwise stated in the applicable quotation or statement of work. Whether or not they are reflected in the costs charged to Canovate, any applicable duties, charges, levy, assessments, fees, excises, or tariffs of any kind shall be added to the contract price for goods and/or services. Canovate may adjust its costs for goods and/or services to reflect any corresponding increases in Canovate’s expenses.
17. TERMINATION; ACCEPTANCE OF ORDER – Any order must first be approved for credit and accepted by Canovate Group (“Canovate USA”) and, if appropriate, Canovate’s suppliers. Canovate retains the right to terminate the agreement without incurring any liability if the buyer’s (“Buyer”) credit becomes unsatisfactory to Canovate.