Terms and Conditions
I. ALCONA STANDARD TERMS AND CONDITIONS
Please read these terms and conditions carefully. They contain important information concerning customer’s (“Customer”) legal rights, warranties, obligations and available dispute resolutions remedies. They also provide that if Alcona is unable to resolve any matter to Customer’s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.
Except in those instances where Alcona and a business Customer (“Business Customer”) enter into a separate written contract for the purchase of products and/or services providing for separate terms of sale, the following terms and conditions will apply. For clarification, the term “Customer” includes Business Customers as well as individuals, and the term Business Customer includes, but is not limited to, government, institutional, and educational customers.
A. SALES POLICY FOR PRODUCTS
1. Wholesale Only.
Alcona sells its complete offering wholesale to Business Customers, while also serving individuals.
- Web Prices” displayed on Alconasupply.com:
- are offered to Customers that do not have other pricing arrangements with Alcona;
- are subject to these Terms of Sale;
- are available for orders placed on Alconasupply.com, by phone, or at Alcona branch locations;
- do not include freight, handling fees, taxes, and/or duties; and
- are subject to change or correction at any time and without notice.
- Customers that have other pricing arrangements with Alcona can view their prices and the applicable prices to which discounts, if any, are applied, when logged into their Alconasupply.com account. Export orders may be subject to other special pricing.
3. Sales Tax.
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate.
4. Credit Balance.
Customer agrees that any credit balance(s) issued by Alcona must be used within two (2) months from the date the credit was issued and may only be used for purchases of products. Any unused credit or portion thereof will automatically expire after two (2) months, or be processed pursuant to state law.
B. DISPUTE RESOLUTION - ARBITRATION
Any dispute of any sort that might arise between Alcona and Customer, including any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through Alcona, or arising from or relating to any communication between Customer and Alcona or its agents, will be resolved by binding arbitration, rather than in court, and solely on an individual basis and not in a class, consolidated or representative action, except that Customer may assert claims in small claims court if Customer’s claims qualify. Customer acknowledges and agrees that it is waiving the right to sue or go to court to secure relief
C. FREIGHT POLICY
Prices stated are F.O.B origin, freight prepaid to destination specified in the order. Alcona charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on Customer's invoice. Receipts for shipping and handling charges will not be furnished. Orders over U.S. $1,500 (including any backorders) are shipped freight free for standard parcel delivery. Any charges incurred for Other Freight Services must be paid by Customer. Fuel surcharges may be applied. Title and risk of loss pass to Customer upon tender of shipment to the carrier. If the product is damaged in transit, Customer's only recourse is to file a claim with the carrier.
D. PRODUCT WARRANTY POLICY
- SATISFACTION GUARANTEE TO ALL CUSTOMERS.
Customer should contact Alcona if not satisfied with a product for any reason. Alcona will promptly provide an exchange or refund if the product is returned within 14 days of delivery, in its original packaging and with proof of purchase from Alcona.
- LIMITED WARRANTY FOR BUSINESS CUSTOMERS.
A. ALL PRODUCTS SOLD ARE WARRANTED BY ALCONA ONLY TO BUSINESS CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE.
B. ALCONA WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM ALCONA, UNLESS OTHERWISE STATED. PROVIDED THAT ALCONA ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, ALCONA MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY THE BUSINESS CUSTOMER. BUSINESS CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE ALCONA BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY ALCONA, SHIPPING COSTS PREPAID. ALCONA'S REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY BUSINESS CUSTOMER FOR THE PRODUCT, SHALL BE BUSINESS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
- WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY.
A. FOR BUSINESS CUSTOMERS: EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY ALCONA. ALCONA DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ALCONA ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. ALCONA EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. ALCONA'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
B. FOR ALL OTHER CUSTOMERS: EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY ALCONA. ALCONA DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ALCONA ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. ALCONA EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.
- Warranty Product Return.
Before returning any product, Customer may contact Alcona either by logging on to Alconasupply.com/returns or calling Alcona’s Customer Care at 6262 2323. Proof of purchase is required in all cases.
- Manufacturer’s Warranty.
For information on a specific manufacturer's warranty, please call Alcona Customer Care at 6262 2323.
- Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Alcona does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Alcona accept responsibility for construction, installation and/or use of a product. It is Customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
- Cross-Reference Information.
Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine suitability of the product for Customer's intended use.
E. PRODUCT INFORMATION
- Catalog/Website Information.
Alcona is a distributor of products. Information about the products in the Alcona catalog or web site is provided by the manufacturers and/or suppliers. Product depictions in the catalog and websites are for illustrative purposes only. Possession of, or access to, any Alcona catalog, literature or websites does not constitute the right to purchase products. Alcona reserves the right to revise publishing errors in its catalog or any of its websites. Despite our efforts, occasional pricing errors may occur in the Alcona catalog and websites, and Alcona reserves the right to correct or change such pricing errors without notice. Alcona further reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from Alcona.
- Product Substitution.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
- Safety Data Sheets.
Safety Data Sheets (“SDS”) for OSHA defined hazardous substances are supplied by the manufacturers and/or suppliers. ALCONA MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION IN ANY SDS. CUSTOMER END USER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.
- Intellectual Property.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalog or any other intellectual property rights (“IP”) reserved by Alcona, or any IP owned by manufacturers and/or suppliers to Alcona. All materials contained in Alcona catalog or on its web sites are subject to the ownership rights of Alcona and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of Alcona or its manufacturers and/or suppliers without Alcona's permission.
- Independent Contractors.
Alcona and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate Alcona in any manner, nor may Customer represent to anyone that it has the right to do so.
- Sourced Product.
Alcona may procure product not available through Alcona catalog or available on Alconasupply.com for a Customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by Alcona and charged to Customer. Sourced Product may not be returned without a return goods authorization issued by Alcona, and no cancellations, refunds or credits are allowed without Alcona’s prior approval. Alcona, at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product. ALCONA'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE CUSTOMER'S SOLE REMEDY.
- Custom Product.
Alcona may offer products manufactured or assembled to Customers specifications (“Custom Product(s)”). Alcona is not responsible for verifying or confirming the accuracy of specifications provided by Customer to Alcona for Custom Products. ALCONA'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION I.C.3 ABOVE. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.
All product order cancellations, if not prohibited above, must be approved by Alcona, and may be denied or subject to restocking fees and other charges.
- Product Return by Business Customers.
Product returns by Business Customers, if not prohibited above, must be made within one (1) year from date of purchase, unless otherwise indicated. Business Customer should go to Alconasupply.com\returns for instructions. Alcona does not take title to returned products until the item is received by Alcona at the applicable return location. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by Alcona.
- Force Majeure.
Alcona shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labour disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Alcona in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of Alcona. Any actual or attempted assignment without Alcona's prior written consent shall entitle Alcona to cancel such order upon notice to Customer.
- No Third-Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
If any portion of these terms and conditions is found to be invalid or unenforceable, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
- Modification of Terms.
Alcona’s acceptance of any order is subject to Customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from Customer's receipt of Alcona’s acknowledgment, or from Customer’s acceptance of all or any part of the products ordered. No additions or modifications of Alcona’s terms and conditions by Customer shall be binding upon Alcona, unless agreed to in writing by an authorized representative of Alcona. If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Alcona’s acknowledgment, Alcona’s fulfilment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by Alcona of any of the terms and conditions contained herein or in Alcona’s acknowledgment. Alcona reserves the right to accept or reject any order.
- Complete Agreement.
The terms and conditions in:
- Alcona’s forms;
- web sites;
- catalog; and
- extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and Alcona.
Business Customers represent that any person accepting these Terms of Sale on behalf of the Business Customer is authorized to do so and that all employees and representatives of the Business Customer who access Alconasupply.com or any other Alcona website or application on behalf of the Business Customer or otherwise purchase products from Alcona on behalf of Business Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from Alcona on behalf of Business Customer. Business Customers hereby agree to indemnify and hold Alcona harmless against any breach of this representation.
II. ADDITIONAL TERMS AND CONDITIONS RELATED TO THE PERFORMANCE OF SERVICES BY ALCONA OR OTHER PROVIDERS FOR BUSINESS CUSTOMERS
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, PERFORMANCE OF SERVICES WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL SERVICE TERMS”). SERVICES MAY BE PERFORMED BY: (i) ALCONA, ITS SUBSIDIARIES, AFFILIATES OR SUBCONTRACTORS (“ALCONA”); OR THIRD-PARTY SERVICE PROVIDERS ENGAGED BY ALCONA ("THIRD-PARTY PROVIDERS"). FOR PURPOSES OF THIS SECTION II, “SERVICE PROVIDER” REFERS TO EITHER ALCONA OR A THIRD-PARTY PROVIDER DEPENDING UPON WHICH OF THEM IS PERFORMING SERVICES, AND “SERVICE PROVIDER PERSONNEL” REFERS TO PERSONNEL OF SUCH SERVICE PROVIDER.
THE TERMS AND CONDITIONS CONTAINED IN THIS SECTION II ARE EXTENDED SOLELY BY THE SPECIFIC SERVICE PROVIDER PERFORMING SERVICES, AND ANY OBLIGATIONS CONTAINED IN THIS SECTION II DO NOT APPLY TO ANY OTHER SERVICE PROVIDER REFERENCED IN THE FOREGOING PARAGRAPH. A THIRD-PARTY PROVIDER MAY REQUIRE BUSINESS CUSTOMER TO EXECUTE ADDITIONAL CONTRACTUAL DOCUMENTS PRIOR TO THE PERFORMANCE OF SERVICES, WHICH DOCUMENTS MAY MODIFY THE TERMS BETWEEN BUSINESS CUSTOMER AND SUCH THIRD-PARTY PROVIDER AS SET FORTH IN THIS SECTION II.
IN THE EVENT OF A CONFLICT BETWEEN THE STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL SERVICE TERMS IN SECTION II, THE ADDITIONAL SERVICE TERMS IN SECTION II SHALL PREVAIL FOR THE PERFORMANCE OF SERVICES.
- LIMITED SERVICES WARRANTY.
ALL SERVICES WILL
- BE PERFORMED IN A WORKMANLIKE MANNER;
- CONFORM TO THE SPECIFICATIONS (IF ANY) PROVIDED BY THE SERVICE PROVIDER IN A STATEMENT OF WORK; AND
- BE WARRANTED FOR A PERIOD OF NINETY (90) DAYS AFTER PERFORMANCE OF SERVICES (“LIMITED WARRANTY PERIOD”). IF SERVICES ARE IMPROPERLY PERFORMED AND BUSINESS CUSTOMER NOTIFIES THE SERVICE PROVIDER OF THE IMPROPERLY PERFORMED SERVICE DURING THE LIMITED WARRANTY PERIOD, THEN THE SERVICE PROVIDER WILL RE-PERFORM THOSE SERVICES, IN WHOLE OR IN PART, AS NECESSARY TO CURE THE PARTICULAR BREACH, OR AT THE SERVICE PROVIDER’S SOLE OPTION, REFUND THE AMOUNT PAID BY BUSINESS CUSTOMER FOR THE SERVICES DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH. THE SERVICE PROVIDER’S RE-PERFORMANCE OR REFUND OF AMOUNTS PAID BY BUSINESS CUSTOMER FOR THE SERVICE DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH SHALL BE BUSINESS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY.
- WARRANTY DISCLAIMER AND WAIVER FOR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION II FOR SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE SERVICE PROVIDER DISCLAIMS, AND BUSINESS CUSTOMER WAIVES, ALL OTHER WARRANTIES FOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. THE WARRANTIES SET FORTH IN THIS SECTION II ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SERVICES FOR THEIR INTENDED PURPOSE AND SHALL NOT APPLY TO SERVICES WHICH HAVE BEEN SUBJECT TO MODIFICATION BY BUSINESS CUSTOMER OR ANY THIRD PARTY.
- LIMITATION OF LIABILITY.
ALCONA AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SERVICES. THE LIABILITY OF ALCONA OR ANY THIRD-PARTY PROVIDER PERFORMING SERVICES IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE FOR THE PERFORMANCE OF THE PORTION OF SERVICES THAT GIVES RISE TO ANY PARTICULAR LIABILITY.
- Right to Subcontract.
Business Customer agrees that the Service Provider may subcontract the performance of services to third parties. Business Customer authorizes the Service Provider to disclose all information to the subcontractor, including confidential information necessary for such performance of services by the subcontractor.
- Purchases from Alcona On-Line Safety Manager.
For all Alcona Online Safety Manager content tools and services purchased through the web site Alconasupply.com, the applicable terms and conditions, including, without limitation, the Master Subscription Agreement, as set forth on the web site Alconaonlinesafetymanager.com shall apply in lieu of these Standard Terms and Conditions.
- No Third Party Reliance.
Business Customer acknowledges and agrees that any advice, recommendation, information or work product provided to Business Customer by Service Provider in connection with the services is for the sole use of Business Customer and may not be relied upon by any third party; and Business Customer is prohibited from making such advice, recommendation, information or work product available to any third party without prior written consent from Alcona.