TERMS AND CONDITIONS OF SALE

 

General:

a. The sale of products (“Goods”) by Virginia Tile Company, LLC, a Michigan limited liability company, or any of its affiliates (individually and collectively, the “Company”) to the buyer (the “Buyer”), as designated on the purchase order to which these Terms and Conditions of Sale are attached (the “Purchase Order”), is subject to Buyer’s acceptance of these Terms and Conditions of Sale (the “Terms and Conditions”), without modification.

b. These Terms and Conditions are the only terms and conditions applicable to the sale of Goods, except for provisions relating to product price, quantity, specifications, delivery schedules and locations as elsewhere agreed to in writing by the parties.

c. Buyer acknowledges and agrees that these Terms and Conditions are incorporated into, and are a part of each quotation, purchase order, purchase agreement, credit agreement, invoice, release, requisition, work order, shipping instruction, specification, and any other document, whether expressed verbally, in written form or electronic commerce, relating to the sale of Goods by Company to Buyer (these documents are individually and collectively referred to herein as the “Contract”).

d. Issuance of a purchase order or acceptance of the Goods by Buyer constitutes acceptance of these Terms and Conditions.

e. Any additional or different terms or modifications to these Terms and Conditions proposed by Buyer are expressly rejected by Company and are not part of any Contract.

f. No terms or conditions, other than those stated herein, and no agreement or understanding, oral or written, in any way purporting to modify these terms or conditions, whether contained in Buyer’s purchase or shipment release forms, or elsewhere, shall be binding on Company unless hereafter made in writing and signed by Company’s authorized representative.

g. All orders and shipments are subject to acceptance by Company and approval of Company’s credit department.

h. Company reserves the right to sell or not to sell Goods to any particular person or party.

i. Orders are accepted subject to our ability to ship at the time and in the quantity specified. Company is not liable for damages for failure to make such shipment. Company is not responsible for delays in manufacturing or supply chain.

j. No salesperson or agent has the authority to make any change or binding commitments in addition to, or in conflict with, these Terms and Conditions.

k. Any offers, credits and/or rebates granted by agents or other intermediaries, shall not be considered valid if they are not confirmed in a writing signed by Company’s authorized representative.

l. An exact copy of each order, as we interpret it, is furnished as an acknowledgment and should be carefully reviewed upon its receipt to make certain that the order, and associated requirements, have been properly entered.

m. Prices for Goods and other related information shown in any Company or manufacturer product publication, including but not limited to catalogs, brochures, and websites, are subject to change without notice. Prices do not include related freight charges, use tax, sales tax, excise tax, value-added tax, or similar taxes, or charges of any nature whatsoever imposed by any governmental authority unless otherwise expressly noted by Company.

n. Company reserves the right to invoice Goods for completed orders held over 30 days.

o. All Goods held over 60 days will be subject to a storage service charge of 1.5% of the order value per month on completed orders.

 

Pricing & Sales: Credit Terms, Open Accounts, Purchases, Cash and Payments:

a. Sales are made on a cash basis only unless prior “Open Account” status has been arranged with Company’s credit department. Cash Sale and COD terms are “net”. Special Orders for Cash Accounts require 100% deposit and COD Accounts require 50% deposit at point of order. All Cash Sales and COD orders are required to be paid in advance prior to releasing or delivering of Goods.

b. Beginning January 1, 2024, all purchases made using a credit card are subject to a 3% surcharge. In person debit card purchases and ACH payments are not subject to a surcharge.

c. All COD checks are subject to check verification and acceptance. “Third Party” checks will not be accepted (i.e. homeowner payment on trade account). Return checks are subject to an NSF fee up to $30.00.

d. When credit is granted, interest is charged at 1.5 % per month (18% annually) and will be charged on all past due invoices. Past due invoices will result in suspension of credit until such invoices are cleared.

e. All On-Line Payments made with credit cards, ACH (E-Checks) are final.

f. The person signing the credit application on behalf of the Buyer certifies that he/she has the authority to bind the Buyer and is authorized by the Buyer to enter into the credit application.

g. Shipments may be held if account is past due or over credit limit.

h. Credit accounts may be restricted, or rescinded, if an account is consistently delinquent, as determined by Company in its sole discretion.

i. SPECIAL ORDERS: Order Confirmations are provided for all Special Orders. Please review the Order Confirmation. Changes need to be received within 24 hours of order confirmation and prior to production or release of the order. Otherwise, the order is assumed correct and it is considered valid and non-cancellable.

j. All payments must be made to the Company’s registered office. No payments shall be made to agents, representatives, or sales assistants. Payments shall not be considered as made until the amounts are received by the Company.

k. All payments shall be made in immediately available U.S. Dollars without reduction or setoff.

l. Company will administer on a Net Settlement Basis all of the accounts of the Buyer or its Related Companies arising from the sales order acknowledgements and other agreements the Buyer or its Related Companies have with Company or its Related Companies. Net Settlement Basis means that, unless prohibited by law, the Company may without notice set off and recoup against the Company’s accounts payable to the Buyer any amounts for which the Company determines in good faith the Buyer or its Related Companies are liable to it or its Related Companies under any sales order acknowledgement or other agreements with the Buyer or its Related Companies. A Related Company is any parent company of the Company or Buyer, as appropriate, and any subsidiary or affiliate in which any of them owns or controls at least 25% of the voting stock, partnership interest or other ownership interest. A set off and recoupment described above may include the actual professional fees and other costs of enforcement incurred by the Company or Related Company. Buyer shall have no right of setoff.

m. Waiver requests may take several business days to process and be returned.

 

Contract Completion:

a. The Buyer shall send the orders to the Company, directly or through their customer service agents, or sales representatives. All orders must include the codes of the required products, quantity, price and destination.

b. The sale shall be deemed completed when: (i) the Buyer receives a written confirmation from the Company, via e-mail, fax or other electronic means, that complies with the terms and conditions of the order; or (ii) if the confirmation sent by the Company contains conditions that differ from the order sent by the Buyer, when the latter accepts it in writing or in any case does not object within 7 (seven) days from receipt of the order confirmation; or (iii) if the Company does not provide a written confirmation, when the products are delivered and loaded by the Buyer.

c. The Goods supplied shall remain exclusive property of the Company until the Buyer has paid the full invoice amount. Until that time, the Buyer shall undertake the obligations and responsibilities of a bailee with respect to the Goods and shall not transfer the Goods, grant their use, or let them be seized or distrained without declaring that the Goods are property of the Company, and the Buyer shall immediately inform the Company of any such event.

 

Delivery Terms:

a. Buyer acknowledges and agrees that delivery dates are approximate and that Company shall not be responsible for non-shipment of Goods, or delays in delivery due to causes beyond Company’s reasonable control. All sales of Goods are ex-works (EXW – Incoterms 2010) Company’s designated facility, unless otherwise agreed in writing by Company. Risk of loss to all Goods shall pass to Buyer upon delivery.

b. If, after fourteen (14) days from the date of notification that the Goods are ready, the Buyer fails to collect them, the Company shall be forced for reasons of occupied space to return the goods to the storage facilities, thereby incurring additional costs; the Company reserves the right to charge the Buyer such additional costs.

c. The Buyer is responsible to ensure that the vehicle sent to the Company’s designated facility is suitable for the loading operations, considering the nature of the Goods. If the vehicle sent to collect the Goods is not, in Company’s sole judgment, suitable for the loading operations, the Company reserves the right to refuse to load the Goods and the Buyer shall not have the right to claim compensation for any direct and/or indirect cost that may arise therefrom.

d. The Buyer is responsible to inspect the Goods before loading or unloading. Any objections to the condition of the packaging or the quantities loaded or unloaded must be made by the Buyer upon collection of the Goods. All such objections must be written on all copies of the transport documents, otherwise the loaded or unloaded Goods shall be considered complete and in good condition. As a result, the Company shall not be liable for any missing or damaged Goods not reported by the Buyer.

e. If, 30 days after the date of notification by the Company to Buyer that the Ordered Goods are ready for delivery/pickup, the Buyer fails to collect them, the Company shall be forced to return the Ordered Goods to the storage facilities, thereby incurring additional costs; the Company reserves the right to invoice the buyer for the full amount of the order.

f. If, after 90 days from the date of initial notification by the Company to Buyer that the Ordered Goods are ready for delivery, the Buyer fails to collect them, the Company may dispose of the Ordered Goods and retain all amounts paid to the Company by Buyer for such Ordered Goods as well as be paid in full for the material ordered.

 

Shipping & Distribution: Delays, Freight Claims, Damage and COD

a. When delivery service is available via Company truck in areas surrounding our distribution warehouse, freight policies and rates will vary by market. Please contact your sales representative or local branch for specific terms and schedules.

b. Company reserves the right to select the carrier for shipments unless otherwise specified by the Buyer. Carriers will be selected based upon performance, reputation, reliability, rates and schedules. All freight and surcharges are the responsibility of the Buyer. Risk of loss, shall pass to Buyer upon delivery to the carrier at Company’s designated facility. All shipping and insurance expenses are assumed by the Buyer. Company is not liable for loss or damage of Goods in transit and is not responsible for delays related to replacement Goods.

c. Freight terms for factory direct orders will be governed by the individual manufacturer’s terms and policies. Charges will be paid by the Customer for rush items shipped by LTL or other means. Freight costs are subject to change without
notice. In the event of an increase or decrease, the new price will apply on all deliveries made on or after the date of price change. Applicable freight charges will be applied to all factory direct orders.

d. Payment in full is required for COD orders to be shipped via UPS or common carrier. A packing charge is assessed on all UPS shipments to defray the additional cost of careful and accurate packaging to insure safe arrival of the Goods. Other charges from the manufacturer may be passed on, which will vary from time to time and from vendor to vendor. These charges may include and are not limited to; split carton charges, pallet charges and packing charges. We will attempt to make you aware of these, but they are subject to change without notice.

January 27th, 2025