Terms of Sale
Terms and Conditions of Sale
Effective Date: June 1, 2020
This is General Terms of Sale, please see International Terms of Sale for international orders.
General Corporate Statement:
Please review the following Black & Decker (US) Inc. for its Storage Solutions business unit (“SWS VidmarLista or “Seller”) Terms and Conditions and contact our Customer Service Department prior to issuing a purchase order if there are any questions and/or concerns. Reference the Seller Quote/Proposal Number when placing your purchase order and on all related Seller correspondence. Compliance with any specific codes and laws is the sole responsibility of the buyer (herein referred as “Buyer”). Seller shall not be held responsible for providing the measures to modify equipment/machine to meet any specific code or law. A copy of the Seller Terms and Conditions, may be found at http://storage.stanleyblackanddecker.com/
Acceptance of the attached quote/offer is expressly limited to the Terms and Conditions herein and no different or additional terms contained in any purchase order, confirmation or other writing shall have force or effect unless accepted in writing and signed by the Seller’s authorized person. This agreement, any attachments, exhibits or schedules attached hereto, and any items incorporated herein or therein by reference, contain the entire agreement between Buyer and Seller, and no other agreement or understanding purporting to add to or modify the Terms and Conditions hereof shall be binding upon Seller unless agreed to by Seller in writing on or subsequent to the date of this Agreement.
Purchase Order Mailing Address and Email Address:
Lista Brand: 106 Lowland St / Holliston, MA 01746 – Email: firstname.lastname@example.org
Vidmar Brand: 11 Grammes Rd / Allentown, PA 18103-4760 - Email Address: email@example.com
Quoted Prices and Terms:
Prices quoted are in USD and are valid for (60) days. If the Delivery date is longer than (60) days, the Quotation may require updating before the Order will be processed. Large projects may require an advanced order deposit!
Price Quoted will only be valid and accepted on Purchase Order from a quoted party. 3rd Party Purchase Orders will not be accepted. 3rd Party companies must request a new quote.
Note: Terms and product specifications are subject to change without notice. Prices may change upon notice by the Seller. Unless otherwise stated by the Seller, prices are those in effect at the time of quote. If a shipment is delivered into a State that requires the Seller to pay, or collect a sales tax/use tax, the tax will be added as a separate line item on the invoice, unless Seller receives an applicable sales tax exemption certificate. All orders are pending final approval by the Seller.
If any other party quotes Seller’s Product, they bare the risk that the Quote is correct. These Quotes may not be accepted nor processed by the Seller if it is found to have errors. All pricing is subject to change without notice.
Note: The customer shall be solely responsible for paying all applicable Taxes, Duties, Building Permit Fees, Plan Check Fees, and additional Fees for Professional Engineering Seals on drawings and calculations imposed upon this transaction directly to any taxing authority. Please note that all of the aforementioned taxes, duties and fees are not included in the quoted product pricing.
Note: Financing is available, for additional information please contact us at firstname.lastname@example.org
Other Terms and Conditions:
These Terms and Conditions prevail over any of Buyer's general terms and conditions of purchase regardless whether or when Buyer has submitted its purchase order or such terms. Orders that are submitted with contracts or purchaser terms and conditions will require a review by the Seller and must be agreed to in writing for acceptance. Otherwise, all such contracts or terms and conditions are hereby rejected. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms and Conditions. Upon agreed acceptance of any such different purchase terms, the Order will then be processed and the Quoted Lead-time/Delivery will begin from the contract acceptance date.
All products are subject to Seller’s standard tolerances for specifications. Seller reserves the right to make substitutions and modifications in the specifications of any products provided that such substitutions or modifications do not materially adversely affect the performance of the product for the purposes for which they can be used.
In the case of standard size and design for cabinets, carts, and accessories, the Buyer agrees to and accepts the design and size specifications as listed and defined in the quote and any relevant Product Documentation. As well, signed Drawings for custom product is an agreement and acceptance of the designed custom product.
Excusable Delay & Storage:
Seller shall not be liable for any loss or damage resulting from any delay in delivery failure which is due to any cause beyond Seller’s control including without limitation, acts of nature, unavailability of supplies or sources of energy, riots, wars, fires, floods, epidemics, lockouts, strikes and slowdowns, delays in delivery from suppliers, or acts or omissions of the Buyer. The Buyer shall be liable for storage charges, including but not limited to all third party costs and expenses incurred by the Seller, in holding or storing products for the Buyer or at the Buyer’s request. See Seller product storage fees below.
Payment Terms: Net 30 Days, unless agreed differently in writing
Remit to Address: SWS VidmarLista - P.O. Box 371744 / Pittsburgh, PA 15251-7744
Note: Credit Card Purchases are accepted
Note: A Progressive Prepayment may be required for the Vertical Storage Products: 25% upon Order Receipt / 50% Upon Product Shipment / 25% Upon Project Completion with a Customer Sign-Off or Delivery Acceptance.
In the event installation is delayed, Buyer agrees to work with Seller, in good faith, to accept delivery and ownership and provide a Sign-off in writing allowing Seller to Invoice all or the majority of Order.
Upon completion of the remaining Installation and final Buyer sign-off for the project, the Installation can then be invoiced.
Payment Terms: Wire Transfer at Time of Purchase Order (100%) or Approved Letter of Credit:
Remit to Payment: ACH and WIRE
Seller Company Information:
Name: SWS VidmarLista
Vidmar Address: 11 Grammes Road / Allentown, PA 18103-4760
Lista Address: 106 Lowland Street / Holliston, MA 01746
Duns #: 07-941-7118
E.I.N. #: 52-1127357
Accounting Contact: Justin Daniels - Credit Specialist @ (Phone: 1-610-776-3862)
Financial Institution Information:
Bank Name: Bank of New York Mellon
Address: 500 Ross Street 154-0455 / Pittsburgh, PA 15251-7744
Bank Contact: Customer Service @ (Phone: 1-412-234-4381)
Depositor Acct. Title: SWS VidmarLista
Depositor Acct. #: 9031508
ABA# (Routing #): 043000261
Swift Number: IRVTUS3N
Account Type: CHECKING
IMPORTANT NOTE: PLEASE REFERENCE SELLER AND THE INVOICE NUMBER ON YOUR FINANCIAL TRANSACTION.
Freight, Tariffs, Duties, V.A.T. or any other Taxes are not included in the price of a submitted quotation from Seller.
Seller is mandated to collect state sales or use tax. If Buyer is exempt from paying sales tax, please furnish a Tax Exemption Certificate at the time you place your order. If a Tax Exemption Certificate is not received prior to the order shipping. Buyer will be presumed to be Taxable and Sales Tax will be billed at that time. If needed, the Buyer may request a completed W‐9 form (Taxpayer Identification Number and Certification) from Seller.
Buyer Designated Carrier: (FOB Origin - Freight Collect or 3rd Party)
- Note:Customer is responsible for Carrier Freight Damage in Transit and must file a Freight Claim!
Seller Designated Carrier: (FOB Origin – Prepay and Add)
Truck: FOB, Allentown, PA, Holliston, MA or Burlington, ON
Ocean Vessel for Export: FCA, Allentown, PA, Holliston, MA or Burlington, ON
Products must be inspected upon receipt by the Buyer and the Seller be notified of any errors and/or damages within five (5) days of Product delivery based on the noted Terms and Conditions below:
After notification, it will be determined if a Return Authorization (RA #) will be issued from the Customer Service Department. In the event a Return Authorization Number (RA#) is issued, errors and/or damaged materials must be returned via the delivering carrier with the RA# listed on the goods to be returned. If the RA# is not noted on the Returned Shipment, it will be rejected and returned at the Buyer’s Expense. Note: Any freight charges incurred returning materials via an unauthorized carrier will be assumed by the Buyer.
It is the Buyers responsibility to examine products upon delivery. Any damage (shredded shrink wrap, bent corner guards, etc.) must be noted on the carriers Bill of Lading form along with a signature. If there is damage to the product upon arrival, the Buyer is instructed to refuse delivery of the damaged product (including all other items strapped to the pallet). The damaged product, still in its original packaging, will be returned to Seller for inspection. Failure by the Buyer to make any claim against the company within five (5) days of receipt of the product shall constitute acceptance of the products and a waiver of product damage or shortages.
Title and Risk of Loss: Insurance:
Title to Products shall transfer from Seller to Buyer upon shipment, but Seller shall retain a security interest in the Products until Buyer has fulfilled all of its obligations under the Terms and Conditions, including making payment in full to Seller for Products and services hereunder. Buyer shall maintain insurance covering the Products against loss by fire, theft or any hazard in an amount equal to the purchase price of the Products from the time of shipment until Buyer has made payment in full to Seller for all Products and Services.
Special Paint Color Policy:
A Color Chip must be submitted, and approved by Seller for Special or Premium Colors. Light or Opaque Colors may be rejected, or may be subject to additional charges. See below Pricing Adders for Special and ESD Paint Colors.
Special and ESD Paint Color Charge
Order Size % Charge
Up to $10,000 10% of List Price*
$10,000-$50,000 5% of List Price**
$50,000+ No Charge
*Minimum charge $500.00 per Color per order
**Maximum charge $2,500.00 per Color per order
Cabinets: Standard Colors are available at no additional charge.
Seller reserves the right to change standard colors from time to time. The current Standard Paint Colors may be viewed at the following links:
Lista Brand: http://www.listaintl.com/resource-center/product-support/colors
Vidmar Brand: https://lista.vidmar.com/colors/
STAK Storage System: (Refer to STAK Catalog for Standard Paint Colors) - Selections of Custom Paint Colors are also available, subject to a minimum of $500.00 net charge, per Color, per Order. Custom Colors will affect delivery times.
If an Order Cancellation request is made within the time period as noted below of the scheduled shipment, it cannot be cancelled unless agreed with Seller in writing. If accepted, there will be a minimum 25% Cancellation Charge or greater. No Cancellations are accepted for Specials and Custom Painted Parts. Notwithstanding the 1st sentence above, any Cancellation request with an Order value over $5,000.00, will not be accepted absent agreement by Seller management at its sole and absolute discretion.
- Cabinets / Workbenches – 3 Weeks prior to Shipment
- Vertical Storage Products – 6 Weeks prior to Shipment
Customer will pay all Freight Expenses if product has been shipped.
In addition to any remedies that may be provided under these Terms and Conditions or applicable law, Seller may terminate an order with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under the order; (ii) has not otherwise performed or complied with any of these Terms and Conditions or terms and conditions incorporated herein, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
No Product may be returned without an advance written authorization from Sellers Customer Service Department. If approved, Authorized Returns must be in Seller’s sole judgment, new, un-used and in good condition or will not be accepted. Based on the Returned Invoiced $ Amounts, the following Remanufacturing % Charges will be applied:
Up to $10,000 For Stock items (Accessories, etc.) 25% Remanufacture Charge
Up to $10,000 For Non-stock items (Cabinets / Workbenches etc.) 50% Remanufacture Charge
$10,000+ All items 50% Remanufacture Charge
Authorized Returns must be sent to Seller at the address listed in the Acceptance paragraph above. The Buyer pays the Return freight and is responsible for packaging. Returned shipments must have been purchased from Seller within (30) days of the requested Return. Obsolete and/or Special Products (Special Paint and Finish, Custom Product and 5000 Laminate Series) cannot be returned. Any Returns that are damaged will not be accepted for Credit.
Product Storage Fees – Customer Delayed Shipments:
If storage is approved by Seller, at its sole and absolute discretion. The following Product Storage Fees will be applied.
Less than Trailer Loads: (Note: Typically are Orders where products can be stored inside Seller facilities, providing there is available storage space!)
- 1% of Order Net Value Per Day / 5% of Order Net Value per Week
Trailer Loads: (Note: Typically are larger Orders which are stored in rented insured trailers and are located on Seller premises!)
- Minimum: $500.00 per Week per Trailer
If manufacturing location cannot store on their premises Product may be stored in rented insured, trailers on Carrier premises: Minimum: $500.00—per Day per Trailer paid for by Customer
Buyer shall not modify, deface, obscure, or remove and shall at all times maintain, any and all written safety instructions or signage furnished by Seller and included on or with any Products.
Field Service and Installations:
Installation. Unless otherwise specified, Seller assumes no obligation to install any products sold or to place any products in working order at Buyer’s premises. In the event that Seller’s products are installed by Seller or its designated third-party installer, such installer shall be responsible for any direct damages incurred by Buyer in the event of improper installation or the installer’s negligence. Seller or its designated third-party installed shall not, however, have any liability hereunder for any incidental, indirect or consequential damages arising out of the installation of the products. If Buyer designates the installer, Seller shall have no liability arising out of or in connection with the installation of the products, and Buyer hereby waives any such claims against Seller.
For additional Conditions, please refer to the Seller Field Service and Installation Terms and Conditions Statement.
Product Guarantees and Exclusion of Certain Damages
Vidmar and Lista Cabinet Product Guarantee*:
All Vidmar and Lista branded storage cabinets are backed by a Limited Lifetime Guarantee (Warranty) against defects of material and workmanship to the original Buyer so long as the Buyer retains ownership, possession and control of the cabinet. Under this Guarantee, Seller’s obligation is, at its option, exclusively limited to repair or replacement of defective parts.
This Guarantee does not include damage caused by acts of nature, caused by use or loading in excess of manufacturer’s recommended capabilities, normal wear and tear, lack of preventative maintenance, exposure to corrosive chemicals or water, rusting from paint removal, including paint removal caused by customer misuse. This Guarantee does not include coverage where product which has been subject to misuse, neglect or subject to accident or been installed/disassembled, operated, repaired, altered, maintained, or modified other than in accordance with instructions or written authorization by Seller or where Buyer claims color match issues between components manufactured more than two (2) months apart, or for freight damage, which is subject to the terms of Buyer’s Terms and Conditions of Sale . Damage caused by heat or moisture caused by outdoor storage is also excluded from this Guarantee.
This aforementioned Guarantee may be enforced only by the original Buyer, all subsequent purchasers or assignees acquire the product “as is” without any benefit of a Guarantee.
These Guarantees comprise the sole and entire Guarantees pertaining to Lista and Vidmar branded cabinets supplied by Seller. Seller makes no other Guarantee or Warranty or representation of any kind whatsoever. All other Guarantees or Warranties, including but not limited to merchantability, fitness for particular purpose, and non-infringement, whether express, implied, or arising by operation of law, trade usage, or course of dealing, are hereby expressly disclaimed by Seller. Notwithstanding any of the provisions of these terms and conditions or any incorporated documents, in no event shall Seller be liable for any exemplary, special, consequential, or incidental damages, including but not limited to loss of business or profits, loss of use, or loss of data, regardless of the form of the action, whether in contract or in tort.
* This Guarantee does not cover Tambour Doors and all Electrical Components which carry a 2 year Limited Guarantee.
Vertical Storage Equipment Guarantee:
Under limited Guarantee, Seller’s obligation, at its option, is exclusively limited to repair or, replacement of defective parts.
Seller Guarantees that Vertical Storage Equipment supplied by Seller shall be free of defects in workmanship and material for period of (1) year from delivery. During the Guarantee period and upon satisfactory proof of claim by Buyer, Seller will replace parts for (1) year and supply necessary labor for (1) year for any moving part proving defective in material or workmanship, subject to the following conditions: (a) Buyer shall return defective equipment and components to Seller upon request, and (b) This Guarantee does not include damage caused by acts of nature, or caused by use or loading in excess of manufacturer’s recommended capabilities, normal wear and tear, lack of preventative maintenance, exposure to corrosive chemicals or water, or rusting from paint removal, including paint removal caused by customer misuse. This Guarantee does not include coverage where product which has been subject to misuse, neglect or subject to accident or been installed/disassembled, operated, repaired, altered, maintained or modified other than in accordance with instructions or written authorization by Seller or where Buyer claims color match issues between components manufactured more than two (2) months apart, or for freight damage, which is subject to the terms of Buyer’s Terms and Conditions of Sale. Damage caused by heat or moisture caused by outdoor storage is also excluded from this Guarantee.
This aforementioned Guarantee may be enforced only by the original Buyer: all subsequent purchasers or assignees acquire the product “as is” without any benefit of this Limited Guarantee. This Guarantee does not apply to any equipment or components not supplied by Seller.
These Guarantees comprise the sole and entire Guarantees pertaining to the Vertical Storage equipment supplied by the Seller. Seller makes no other Guarantee or warranty or representation of any kind whatsoever. All other Guarantees or warranties, including but not limited to merchantability, fitness for particular purpose, and non-infringement, whether express, implied or arising by operation of law, trade usage, or course of dealing, are hereby expressly disclaimed by Seller. Notwithstanding any of the provisions of these terms and conditions or any incorporated documents, in no event shall Seller be liable for any exemplary, special, consequential, or incidental damages, including but not limited to loss of business or profits, loss of use, or loss of data, regardless of the form of the action, whether in contract or in tort.
** This Guarantee does not cover vertical lift modules (VLM), carousels, and any other equipment or components not Supplied by Seller. does not apply to any equipment or components not supplied by Seller. See your sales representative or dealer for a copy of the warranty that applies to excluded products.
Third Party Guarantees
See your sales representative or dealer for a copy of the warranty that applies to excluded products.
Compliance of Laws
Anti-Bribery and Anti-Corruption
The Buyer acknowledges that certain laws of the United States and other jurisdictions relating to anti-bribery and anti-corruption policies applicable to the Seller, including but not limited to the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, but which may not be applicable to the Buyer, impose fines or penalties on the Seller, in the Seller or anyone acting on the Seller’s behalf makes payments to foreign government officials or other person for the purpose of influencing those officials or persons in making a business decision favorable to the Seller. In addition, the Buyer acknowledges that the Seller may be subject to similar laws or requirements of the country of destination of the products or work to be performed hereunder.
Buyer represents and warrants that no government official is a principal, owner, officer, employee or agent of the Buyer or any entity in which Buyer has an interest, and no government official has any material financial interest in the business of the Buyer.
Neither Buyer nor its employees, agents or subcontractors, or their employees or agents, shall make any payment or give anything of value to any official of any government or public international organization (including any officer or employee of any government department, agency or instrumentality), or any other person, to influence his or its decision, or to gain any other advantage for the Seller or Buyer in connection with the work performed hereunder.
Buyer shall immediately notify the Seller of any suspected violation of the applicable laws related to anti-bribery or anti-corruption. Buyer shall hold the Seller harmless for all losses and expenses arising out of such violation.
In the event of any violation of any anti-bribery or anti-corruption law, the Seller may, at its sole option, terminate this agreement or order at any time without notice or indemnity and notwithstanding any other provision of this agreement or order, pay no compensation or reimbursement to Buyer whatsoever for any service performed after the date of such violation.
Buyer and its subcontractors and vendors of any tier shall maintain true and correct records in connection with the work and all transactions related thereto and shall retain all such records for at least twenty-four (24) months after termination of this agreement or order. Any representative(s) authorized by the Seller may audit any and all records of Buyer and any such subcontractor or vendor for the sole purpose of determining whether there has been compliance with applicable anti-bribery or anti-corruption laws.
The Buyer shall maintain compliance with all laws administered by the United States Office of Foreign Asset Control (“OFAC”), or any intergovernmental entity, economic block, or government of any country imposing economic sanctions and trade embargoes ("Economic Sanctions Laws") against designated countries ("Embargoed Countries"), entities, and persons (collectively, "Embargoed Targets"). Without limiting the generality of the foregoing, the Buyer shall not (a) directly or indirectly export, re-export, transship, or otherwise deliver goods or services to an Embargoed Target or (b) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law, or with any entity considered an Embargoed Target.
Scope of these Terms and Conditions and Miscellaneous:
Unless otherwise agreed to in writing, this will constitute the entire Terms and Conditions upon acceptance of any order, regardless of the terms, stipulations, etc. in any request for quotations, or as may appear in any order from now or later submitted by the Buyer. Buyer shall not assign any of its rights or delegate any of its obligations under these Terms and Conditions or an Order without the prior written consent of Seller. Any purported assignment or delegation in violation of the foregoing is null and void. No assignment or delegation relieves Buyer of any of its obligations. If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations in connection with these Terms and Conditions or an order. These terms and conditions and any Order will be governed by and construed in accordance with the local laws of the State of Connecticut, USA, without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions. If any dispute occurs between the parties arising out of or relating to these Terms and Conditions the respective rights and responsibilities hereunder, the matter is to be settled and determined by arbitration. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The decision and award of the arbitrator shall be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The arbitration shall be held and the award shall be deemed to be made in the city of Hartford, Connecticut, United States of America.