All sales of goods, materials and services (collectively “Products”) by Wholesale Electric Supply Company of Houston Inc. and its affiliates (“Wholesale Electric”) are made subject to these Terms and Conditions of Sale (“Terms and Conditions”). By requesting a quote from or submitting a contract or purchase order to Wholesale Electric,
ACCEPTANCE OF ORDERS.
Acceptance of any order by Wholesale Electric is subject to (a) Buyer’s acceptance of these Terms and Conditions in accordance with Section 1 hereof, (b) approval of Buyer’s credit by Wholesale Electric, (c) written acceptance (subject to Section 1 hereof) of Buyer’s order by Wholesale Electric and, when applicable, by any suppliers, manufacturers, vendors, or other third parties that provide goods to Wholesale Electric for resale (collectively, “Suppliers”).
PRICES AND QUOTES.
Unless otherwise expressly provided in a quote signed by an Authorized Representative of Wholesale Electric, all prices are subject to change at any time and the price of all Products will be the price in effect at the time that Wholesale Electric accepts an order from Buyer. All quotes and proposals provided by Wholesale Electric expire thirty (30) days from the date of the quote or proposal unless otherwise specifically provided in the quote or proposal. This time limit applies even if Buyer uses the quote or proposal to submit a job or project bid to any other party. Prices on special-order Products may be subject to change before the order is received by the Supplier; Wholesale Electric shall notify Buyer of any change, and Buyer may at its discretion cancel the special-order Products if the revised prices are unacceptable, without charge other than applicable third-party related charges.
SHIPPING AND DELIVERY; TITLE; RISK OF LOSS.
Shipping and delivery dates are approximate and are not guaranteed. Prices quoted by Wholesale Electric do not include shipping, delivery or handling charges. All Products will be delivered to Buyer F.O.B. (or “Free Carrier” under Incoterms 2010) at the Wholesale Electric point of origin, provided that, unless otherwise expressly and specifically stated in Wholesale Electric’s written quote or otherwise agreed in writing by Authorized Representative of Wholesale Electric, title to and risk of loss pass to Buyer upon tender of the Products to the carrier. Notwithstanding the foregoing, upon prior written approval of an Authorized Representative of Wholesale Electric, Products may be delivered to a jobsite by Wholesale Electric or its affiliated delivery service, in which event title to and risk of loss for such Products pass to Buyer upon arrival of the Products at the jobsite.
Payment is required at the time the order is accepted by Wholesale Electric unless Buyer has an approved open credit account, in which event payment terms are net 30 days from the invoice date or upon such other terms approved in writing by an Authorized Representative of Wholesale Electric. Buyer shall pay the full amount of all invoices; no prompt payment or other discount shall apply unless specifically agreed to in writing by and Authorized Representative of Wholesale Electric. Payment to Wholesale Electric is not contingent on Buyer’s ability to collect or obtain funds from any other party. Wholesale Electric may apply payments to any outstanding invoices unless Buyer provides specific payment instructions
Wholesale Electric, in its sole discretion, may determine that Buyer’s financial condition requires full or partial payment prior to placing any special order for or shipment of Products. Wholesale Electric may (a) obtain and use Buyer’s credit history for credit evaluation purposes, (b) establish a credit limit for Buyer’s account, and (c) increase or decrease such credit limit from time to time, in its sole discretion. Wholesale Electric reserves the right to refuse to make shipments to Buyer if such shipments would cause Buyer to exceed such credit limit. Wholesale Electric’s failure to enforce the credit limit in any instance shall not constitute a waiver of Wholesale Electric’s right to subsequently enforce the credit limit. Wholesale Electric shall be under no obligation to hold or store Products for Buyer beyond the scheduled shipment date if, on such date, Buyer’s account would exceed the established credit limit if shipments were made. Products so affected may, at Wholesale Electric’s option and after written notice to Buyer, be shipped to another customer, or treated by Wholesale Electric as canceled, subject to cancellation charges to cover Wholesale Electric’s costs in relation to such cancellation. In lieu of extending credit, Wholesale Electric will have the right, in its sole discretion, to require security acceptable to Wholesale Electric from Buyer. Such security may include, without limitation, a cash-in-advance deposit or an acceptable letter of credit prior to delivery of any Products. If Wholesale Electric, in its sole discretion, determines that Buyer’s financial condition, ability to pay or credit is or becomes unsatisfactory, Wholesale Electric, at its option and without prejudice to its other rights and remedies, may (i) suspend delivery of Products, or (ii) place Buyer’s shipments on a cash-in-advance status until arrangements are made for security or other assurances satisfactory to Wholesale Electric.