February 05, 2012
 Terms Of Use

CODALE ELECTRIC SUPPLY, INC. STANDARD TERMS AND CONDITIONS APPLYING TO ALL SALES

All sales of material or equipment by Codale Electric Supply, Inc. are expressly conditioned upon the terms and conditions set forth below. Any additional or different terms or conditions set forth in the purchase order of the Purchaser or in any similar such communication are hereby objected to by Codale Electric Supply, Inc. and shall not be binding nor effective unless assented to in writing by an authorized representative of Codale Electric Supply, Inc.

PRICES AND TERMS
Unless otherwise stated, all prices by Codale Electric Supply, Inc., hereafter referred to as Seller, are subject to change without notice. Prices do not include sales, use, excise, value added or similar taxes and, where applicable, such taxes shall be as a separate item and paid by the Purchaser. All items shown as freight allowed pertain to particular items and quantities. Any deviation after placement of order such as changes in quantity or partial release will be subject to the manufacturer's terms and conditions where applicable. Unless other wise noted, all sales are made f.o.b. point of shipment with freight allowed to common free delivery point nearest destination within the United Sates, except Alaska and Hawaii; in all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon the Purchaser. Extra labor or mechanical facilities required to unload shall be provided by Purchaser without any cost to Seller.

DELIVERY
Factory shipping dates given in advance of actual shipment are estimates by the manufacturer and are based upon prompt receipt of all necessary information. Quoted shipping dates are based on time after receipt of order at factory, with complete information, until merchandise is delivered to common carrier. Seller shall not be liable for failure to deliver or for delays in delivery or performance due to (1) causes beyond its reasonable control, or (2) acts of God, acts of Purchaser, acts of civil or military authority, priorities or other governmental allocations or controls, fires, strikes or other labor difficulties, riots and other civil disturbances, delays in its usual source of supply, delays in transportation, or (3) any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of the delay

PAYMENT
Each shipment or delivery shall be deemed to have been sold under a separate and independent contract. If, in the judgement of Seller, the financial condition of the Purchaser at the time of manufacture or shipment does not justify the terms of payment specified, seller reserves the right to require full or partial payment before manufacture or shipment and to suspend any further performance until such payment has been received.

WARRANTIES
Material and equipment distributed by Seller are the products of reputable manufacturers sold under their respective brand or trade names. Seller shall use its best efforts to obtain from each manufacturer, in accordance with the manufacturer's warranty (copies of which will be furnished upon request) or customary practice, the repair or replacement of products that may prove defective in material or workmanship. The foregoing shall constitute the exclusive remedy of the purchaser and the sole obligation of Seller. Except as to title, THERE ARE NO WARRANTIES, EITHER WRITTEN, ORAL, IMPLIED, OR STATUTORY relating to the described material or equipment which extend beyond that described in this paragraph. NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY.

LIMITATION OF LIABILITY
Seller's liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with the supplying of material or equipment hereunder, or its sale, resale, operation or use, whether based on warranty, contract, negligence or other grounds shall not exceed the price allowable to such material or equipment or part thereof involved in the claim. Seller shall not, under any circumstances, be liable for any labor charges unless agreed upon in advance by Seller. Seller shall not in any event be liable for special or consequential damages including, but not limited to, loss of profits or revenue, liquidated damages, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Purchaser for such damages.

CANCELLATION
Purchaser may cancel any order by mutual agreement based upon payment to Seller of reasonable and proper cancellation charges.

RETURNED GOODS
Material and equipment must not be returned without the advance written consent of Seller. Buyer has a duty to inspect all materials upon delivery and failure to object in writing within 30 days of delivery shall constitute an irrevocable acceptance of the goods and a waiver of any and all claims relating to those goods.

ASSIGNMENT
Any assignment of any contract involving this order, or any rights thereunder, by the Purchaser without the advance written consent of Seller shall be void.

HAZARDOUS BUSINESS
Material and equipment distributed by Seller has been designed and manufactured for use in standard commercial, industrial and residential applications. If the material or equipment is to be applied in any location which might be of a hazardous nature, such as atomic installations, commercial or military aircraft, missile installations, space explorations or other critical applications where a failure of a single component could cause substantial harm to persons or property, Seller disclaims all responsibility. Such concurrence must be signed by an officer of the Codale Electric Supply, Inc. Any questions should be referred to the manufacturer through Purchaser's local Codale Electric Supply, Inc. office.

GENERAL TERMS
Any of the terms and provisions of Buyer’s order which are inconsistent with the terms and provisions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of the merchandise referred to herein. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of this quotation by Buyer, acceptance of the terms and conditions hereof by Buyer shall be indicated, and, in the absence of such notification, the sale and shipment by Seller of the merchandise covered hereby shall be conclusively deemed to be subject to the terms and conditions herein. A standard, form purchase order or similar document shall not constitute written objection to the terms herein. Rather a written objection must be separately stated, and addressed to "Attn: Credit Manager, Codale Electric Supply, Inc., 5225 West 2400 South, Salt Lake City, UT 84120," and must state with particularity those specific terms to which Buyer objects. In the event this written notice is not timely sent, before shipment or delivery of the product, then Buyer waives any and all rights to object to the terms herein.

ATTORNEY'S FEES, JURISDICTION, AND VENUE
Buyer agrees that in the event there is a dispute between Buyer and Seller, the prevailing party shall pay all costs of such proceedings, including but not limited to attorney fees, court costs and other costs (including without limitation all expert witness or other fees incurred, and any and all costs charged by any law firm or attorney). Buyer agrees that any and all disputes with Seller, including not just contract but also tort claims, shall be resolved in the state or federal courts situated in Salt Lake County, Utah, and that these courts shall have the exclusive jurisdiction over all such disputes and Buyer consents to personal jurisdiction in these courts.Any legal action brought by Buyer against Seller shall be filed in one of the above referenced jurisdictions within one (1) year after the cause of action arises or it shall be deemed forever waived.

INTELLECTUAL PROPERTY AND INDEMNIFICATION
Seller makes no warranty or representation with regard to any patent, trademark, copyright, trade dress, or trade secret, relating to or claimed to arise from any product sold to Buyer. Seller will not and does not indemnify or otherwise hold harmless Buyer from any claim of misappropriation or infringement of any patent, trademark, trade dress, trade secret, copyright or other rights relating to any merchandise. Buyer agrees that Buyer will not make any such claim, or seek any such indemnification, and that such a claim or demand by Buyer constitutes a breach of these Standard Terms, and that Buyer shall pay all attorney fees and other court costs incurred by Seller in defending against any such claim or demand, whether or not a legal action is commenced or filed.

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AGREEMENT BETWEEN WEBSITE USER AND Codale Electric Supply, Inc.

The Codale Electric Supply, Inc. Web Site is comprised of various Web pages operated by Codale Electric Supply, Inc..

The Codale Electric Supply, Inc. Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Codale Electric Supply, Inc. Web Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

Codale Electric Supply, Inc. reserves the right to change the terms, conditions, and notices under which the Codale Electric Supply, Inc. Web Site is offered, including but not limited to the charges associated with the use of the Codale Electric Supply, Inc. Web Site.

LINKS TO THIRD PARTY SITES

The Codale Electric Supply, Inc. Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of Codale Electric Supply, Inc. and Codale Electric Supply, Inc. is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Codale Electric Supply, Inc. is not responsible for webcasting or any other form of transmission received from any Linked Site. Codale Electric Supply, Inc. is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Codale Electric Supply, Inc. of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Codale Electric Supply, Inc. Web Site, you warrant to Codale Electric Supply, Inc. that you will not use the Codale Electric Supply, Inc. Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Codale Electric Supply, Inc. Web Site in any manner which could damage, disable, overburden, or impair the Codale Electric Supply, Inc. Web Site or interfere with any other party's use and enjoyment of the Codale Electric Supply, Inc. Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Codale Electric Supply, Inc. Web Sites.

USE OF COMMUNICATION SERVICES

The Codale Electric Supply, Inc. Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

     
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.

     
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.

     
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.

     
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

     
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.

     
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.

     
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

     
  • Restrict or inhibit any other user from using and enjoying the Communication Services.

     
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

     
  • Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

     
  • Violate any applicable laws or regulations.
Codale Electric Supply, Inc. has no obligation to monitor the Communication Services. However, Codale Electric Supply, Inc. reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Codale Electric Supply, Inc. reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Codale Electric Supply, Inc. reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Codale Electric Supply, Inc.'s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Codale Electric Supply, Inc. does not control or endorse the content, messages or information found in any Communication Service and, therefore, Codale Electric Supply, Inc. specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Codale Electric Supply, Inc. spokespersons, and their views do not necessarily reflect those of Codale Electric Supply, Inc..

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO Codale Electric Supply, Inc. OR POSTED AT ANY Codale Electric Supply, Inc. WEB SITE

Codale Electric Supply, Inc. does not claim ownership of the materials you provide to Codale Electric Supply, Inc. (including feedback and suggestions) or post, upload, input or submit to any Codale Electric Supply, Inc. Web Site or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Codale Electric Supply, Inc., its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Codale Electric Supply, Inc. is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Codale Electric Supply, Inc.'s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Codale Electric Supply, Inc. WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Codale Electric Supply, Inc. WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Codale Electric Supply, Inc. WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Codale Electric Supply, Inc. WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Codale Electric Supply, Inc. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Codale Electric Supply, Inc. WEB SITE, WITH THE DELAY OR INABILITY TO USE THE Codale Electric Supply, Inc. WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Codale Electric Supply, Inc. WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Codale Electric Supply, Inc. WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Codale Electric Supply, Inc. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Codale Electric Supply, Inc. WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Codale Electric Supply, Inc. WEB SITE.

SERVICE CONTACT : admin@codale.com

TERMINATION/ACCESS RESTRICTION

Codale Electric Supply, Inc. reserves the right, in its sole discretion, to terminate your access to the Codale Electric Supply, Inc. Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, U.S.A. in all disputes arising out of or relating to the use of the Codale Electric Supply, Inc. Web Site. Use of the Codale Electric Supply, Inc. Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Codale Electric Supply, Inc. as a result of this agreement or use of the Codale Electric Supply, Inc. Web Site. Codale Electric Supply, Inc.'s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Codale Electric Supply, Inc.'s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Codale Electric Supply, Inc. Web Site or information provided to or gathered by Codale Electric Supply, Inc. with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Codale Electric Supply, Inc. with respect to the Codale Electric Supply, Inc. Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Codale Electric Supply, Inc. with respect to the Codale Electric Supply, Inc. Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:

All contents of the Codale Electric Supply, Inc. Web Site are: Copyright 2009-2012 Codale Electric Supply, Inc. and/or its suppliers. All rights reserved.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.

 
  
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