Agreement Terms

Terms and Conditions

The Terms and Conditions stated herein shall be binding on Buyer and Diversified Rack and Shelving, Inc. (“DRSI”).  The Terms and Conditions cannot be amended or modified by entries made on Purchase Orders issued to DRSI and changes appearing on the Purchase Order will not bind DRSI. 

Title and Ownership

The title and right of possession of merchandise sold under these terms and conditions shall remain with Diversified Rack & Shelving, Inc. until full and final payment in cash shall have been made according to the terms herein agreed.  In case of default of any payments, Diversified Rack & Shelving, Inc. may repossess said merchandise and all additions thereto, wherever found, and shall not be liable in any manner for any such act of repossession nor for the repayment of any monies which may have been received in part payment for said merchandise. Buyer shall afford access to DRSI upon demand for recovery of merchandise/equipment. ALL USED MERCHANDISE/EQUIPMENT SOLD “AS IS / WHERE IS” NO WARRANTIES or GUARANTEES IMPLIED or EXPRESSED. 

Items non-returnable or non-cancellable items will be noted as NON-RETURNABLE.

A 3% service charge will be added to all orders placed with a credit card.

Applicable Terms

A. DRSI’s quotation constitutes an offer (the “Offer”) for the sale of products, systems and/or installations (hereinafter “products”) and is based upon all of the terms and conditions contained herein.

B. Any purchase order or other form of acceptance issued by Buyer shall result in a contract for the purchase of the products at the price quoted in this Offer. The resulting contract shall include all of the terms set forth in this Offer and any of DRSI’s subsequent documents signed by DRSI and included in the contract, all of which are hereafter called “DRSI’s terms.” Buyer shall be deemed to have accepted any of DRSI’s terms not as specifically objected to by Buyer. Buyer’s issuance of a purchase order which in effect rejects some or all of DRSI’s terms by virtue of Buyer’s standard form language shall not be sufficient objection. Buyer shall be required to set forth each objection to DRSI’s terms in a separate writing signed and dated by Buyer and delivered to DRSI for signature prior to or contemporaneous with Buyer’s purchase order or other form of acceptance. DRSI’s failure to further object to standard terms and conditions of purchase set forth in any or all of Buyer’s contract documents shall not be construed as an acceptance of the same, and any terms in Buyer’s purchase order or any other document of acceptance which are different from or additional to the DRSI’s terms are hereby specifically rejected and shall not become part of the contract unless specifically accepted by DRSI in a separate document signed by both Buyer and DRSI.

C. DRSI reserves the right to withdraw or modify any and all quotations at any time prior to acceptance by Buyer. In the event that DRSI issues more than one quotation pertaining to the same products, the quotation latest in time shall control and all prior quotations shall be deemed withdrawn. Withdrawal of any quotation shall not reinstate the terms of any prior quotation. However, a subsequent quotation may modify a prior quotation, preserving the prior quotation to the extent specifically indicated on the face of the subsequent quotation form.

Steel Surcharges

All new material ordered is subject to a steel surcharge corresponding to the Steel Index used by the manufacturer. 30 Days prior to material ship dates, current steel pricing will be compared to price of steel at time of quote.  DRSI reserves the right to add a line item surcharge for any steel cost increase.  Surcharge will equal the change in the value of the index multiplied by the total weight of all steel products on the order.  Acceptance of proposal acknowledges acceptance of this surcharge.  Material cannot be cancelled.  Current Steel pricing can be provided to customer at time of quote upon request

Substitution

DRSI reserves the right, without prior notification, to substitute an alternative product of like kind, quality and function.  If the buyer will not accept a substitute the buyer must specifically declare that no substitution is allowed when the buyer requests a quote or when placing an order with DRSI.

Payment Terms

DRSI’s prices are F.O.B. point of shipment, unless otherwise specified. Terms of payment are due: see quote page the date of DRSI’s invoice, unless otherwise specified, except that terms of payment are at all times subject to the approval of DRSI’s Credit Department. DRSI reserves title in products until final payment is received, and Buyer will execute such other documents reasonably required to preserve DRSI’s rights.  DRSI is expressly authorized to file UCC-1 Financing Statements(s) evidencing its interest in all merchandise delivered until final payment is received. Buyer agrees to make payment in full without any deduction for claim of set-off or recoupment with respect to this contract or any other contract or matter between the parties.  Should Buyer delay payment beyond the date on which it is due, interest may be charged on the unpaid balance at the rate of one and one-half percent (1-1/2%) per month, or at the maximum rate allowed by applicable state laws, whichever is less.

Choice of Law; Choice of Forum; Recovery of Attorney’s Fees.  These Terms and Conditions and the associated Purchase Order shall be governed by and interpreted consistent with New Jersey law notwithstanding any choice of law standards of any jurisdiction.  Buyer agrees that the courts of the State of New Jersey or the United States District Court of New Jersey shall have exclusive jurisdiction over any legal action initiated to enforce rights under these Terms and Conditions and the associated Purchase Order and that any such action shall be venued in Mercer County or the United States District Court in Trenton, New Jersey.  Buyer expressly agrees that DRSI shall be entitled to recover reasonable attorney’s fees and costs of suit associated with enforcement of its rights hereunder, together with interest at an annual rate of 10.00% compounded daily

Requested Delays

In the event manufacture of Buyer’s order has proceeded and Buyer requests a delay in shipment, buyer assumes full responsibility for the product, expenses incurred and reasonable storage charges.  Payment shall be made by Buyers as though shipment had moved as originally scheduled.

Cancellation and Returns

A. On all cancelled orders Buyer shall compensate DRSI for its performance, commitments and damages. For normally stocked catalog items, Buyer shall pay DRSI a cancellation fee determined by DRSI not to exceed 25% of the purchase price. For items not ordinarily stocked, Buyer shall pay all engineering, labor and materials costs used or committed by DRSI plus 10% of the full purchase price.

B. Products and parts not considered as standard inventory by DRSI, and/or manufactured by DRSI to Buyer’s specification or job requirements, will become the sole property of the Buyer and will not be accepted for return.

Engineering Data

The proposal drawings and/or specifications of any quotation are confidential engineering data and represent DRSI’s investment in engineering skill and development and remain the property of DRSI. Such are submitted with the understanding that the information will not be disclosed to anyone other than the Buyer’s employees who have a need to know or used for any purpose except for the subject quotation or order, or used in any manner detrimental to DRSI.

Taxes and Freight

Buyer shall be responsible for applicable local, state or federal taxes, and all freight bills required for this purchase unless otherwise specified. If sales, use or other State or Municipal taxes in addition to any listed specifically as part of the stated purchase price, are imposed upon the DRSI, the Buyer agrees to pay the same or reimburse DRSI upon demand.

Period of Quotation

Unless otherwise specified by DRSI, if not accepted by Buyer within Ten (10) days from the date hereof, DRSI’s quotation shall be void.

Delivery

Shipping and delivery dates are approximate and are not a guarantee of shipment or delivery on any particular date.

Time shall not be of the essence of the contract. DRSI shall

not be liable for delays in or failures of delivery due to strikes or labor troubles, supplier’s delays, accidents, fire, flood, acts of God, action by governmental authority, changes requested by Buyer, or other causes beyond its reasonable control. If shipment is delayed at the request of Buyer, payment shall be made by Buyer as though shipment had been made as specified and for any expenses incurred by DRSI due to Buyer’s request in delaying shipment; and the material shall be stored at the Buyer’s risk and subject to reasonable storage charges.