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Terms of Sale

Terms and Conditions of Sale SWS VidmarLista

Effective Date: June 1, 2020

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 www.stanleysws.comor http://storage.stanleyblackanddecker.com/

Acceptance:

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, Email Address and Fax #:

Lista Brand:  106 Lowland St / Holliston, MA 01746 – Email:  orders@listaintl.com

                    Fax #:  877-465-4782

Vidmar Brand:  11 Grammes Rd / Allentown, PA 18103-4760 - Email Address:  orders@sbdinc.com

Fax #:  800-523-9934

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 custserv3@sbdinc.com

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.

Specifications:

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.

Drawings:

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: 

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.

Taxes: 

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.

Freight Terms: 

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:  http://www.stanleysws.com/see-it-work/choose-your-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.

Cancellations:

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.

Returns:

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 judgement, 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

Safety: 

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 with 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.

OFAC Compliance

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. 

 

 

International Terms and Conditions of Sale SWS VidmarLista

Effective Date:  June 1, 2020

General Corporate Statement:

Please review the following Black & Decker (US) Inc. for its Storage Solutions business unit (“SWS VidmarLista or “Seller”) Terms and Conditions as applicable to international sales 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 www.stanleysws.comor http://storage.stanleyblackanddecker.com/

Acceptance:

Acceptance of the attached quote/offer is expressly limited to the Terms and Conditions herein and no different or additional terms contained in any quote or 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.   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.

Purchase Order Mailing Address, Email Address and Fax #:

Lista Brand:  106 Lowland St / Holliston, MA 01746 – Email:  orders@listaintl.com

                    Fax #:  877-465-4782

Vidmar Brand:  11 Grammes Rd / Allentown, PA 18103-4760 - Email Address:  orders@sbdinc.com

Fax #:  800-523-9934

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.

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.

Specifications:

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.

Drawings:

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: 

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.

International Payment Terms:  Wire Transfer at Time of Purchase Order (100%) or Approved Letter of Credit:

Note: Container count to be determined at time of order.  Quoted price may not include cost of containers

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.

Taxes: 

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.

Freight Terms: 

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:  http://www.stanleysws.com/see-it-work/choose-your-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.

Cancellations:

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.

Returns:

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 judgement, 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

Safety: 

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 installer 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, 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 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 toxic 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.   

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 with 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.

OFAC Compliance

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. 

Additional Terms and Considerations for International Sales:

If any Seller products will be placed in storage for a period of time prior to installation, Seller must approve the site storage location, conditions and environment for the Seller Product Guarantee to be valid and enforceable.  Equipment is not to be stored outside.

Export package will not be provided.  Sellers packaging will remain as our current standard packaging in accordance with MAB shipments.

Buyer must designate freight forwarder name and address and issue a written authorization (See Below) to Seller to file all Export documentation on their behalf for the submitted order.  Seller reserves the right to perform due diligence validation of the designated freight forwarder to confirm compliance with the laws of the United States and other jurisdictions in which Seller operates.

Customer Authorization to have SWS VidmarLista /  File all Export Documentation:

*The following written authorization must be completed and signed by the International Buyer when Expeditors is not used as the designated Freight Forwarder:

I ____________________Foreign Principle Party in Interest (FPPI), authorize Seller, (USPPI) and/or their duly authorized agents to act on our behalf for Export Control, U.S. Customs, and Census Bureau purposes to transmit any Export information electronically that may be required by USA law or regulation in connection with the Exportation or Transportation of any merchandise on behalf of said (FFPI).

Company Name:  __________________________________________________

Customer Signature:  _______________________________________________

Title/Capacity:  _____________________________________________________

Date:  _____________________________________________________________

The Buyer shall not solicit sales of Seller Products, or promote their sale, resale or distribution, into any listed or barred countries; Iran, Sudan, Syria, Cuba or North Korea, either directly or indirectly, consistent with its obligations under Compliance With Laws above.

The Buyer agrees to comply with the provisions of all laws, codes and regulations applicable to the sale, resale or distribution of the Seller Products in the territories where the Buyer operates.

Pricing Notes -

Seller will not be responsible for paying for any additional expenses for, but not limited to, inspections, containers, etc.

Delivery Schedule -

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.

An order cannot be cancelled by Buyer without the written consent of Seller. 

Buyer is responsible for inspection of product within 10 days of delivery to installation site. Products must be inspected upon receipt by Buyer and the Seller must be notified of any shortages within ten (10) days of Product delivery.

Failure by the Buyer to make any claim against the company within ten (10) days of receipt of the product shall constitute acceptance of the products and a waiver of product shortages.

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 Day per Trailer

Shipment / Delivery Terms -

4-6 weeks based on current production volume after receipt of 100% advance payment, signed approval drawing & other contractual documents

FCA sellers premises – Allentown PA 18103

Shipment concludes Sellers obligation at time equipment leaves Sellers facility. Importer will be the consignee.

Freight charges are the responsibilities of the Buyer.

Containers & Embassy Seals must be provided by the Buyer. (what about embassy seals?)

Freight Forwarder must be approved by Seller in advance.

Purchase Order -

Signed approval drawings required prior to production.

Inspections –

Buyer is entitled to have the product inspected by an independent body, approved by seller, paid for by Buyer.

If requested by Buyer, name of inspection company will be required prior to accepting a purchase order.

Formal notification and invitations for the witnessing of inspections shall be addressed to the buyer’s project inspection at least 20 working days prior to scheduled inspection date.  Invitation shall be confirmed in writing –

Packing, Marking, & Tagging Requirements -

Seller standard packaging will apply

Import/Export Compliance -

Seller will comply with all applicable export and re-export control laws.

Seller will provide reasonable information as it deems necessary; however, import license is the responsibility of Buyer.

Seller shall provide Buyer with the applicable Harmonized Tariff Codes per line item for this Purchase Order.

Buyer agrees that no goods or technologies will be shipped, either directly or indirectly, to any sanctioned or embargoed country, company or person or for any end-use that is prohibited under the laws of the United States or any other country.