Terms and Conditions of Sale
1. Acceptance of Orders
All orders are subject to acceptance by Conduit Direct Group (“CDG”), which may be in writing, electronic, or by performance (including shipment or invoicing). All sales are expressly conditioned on these Terms, which prevail over any inconsistent or additional terms in Customer’s purchase order or other documents, unless expressly agreed in writing by CDG.
2. Pricing and Payment
Prices quoted are valid for thirty (30) days unless otherwise stated. Unless otherwise agreed in writing, payment terms are net thirty (30) days from date of invoice. Late payments shall accrue interest at the rate of one percent (1.0%) per month (12% per annum) or the maximum rate permitted by law, whichever is lower.
3. Shipment and Delivery
All shipments are FOB CDG’s facility. Title and risk of loss pass to Customer when product is delivered to the carrier. Delivery dates are estimates only and CDG shall not be liable for delays caused by events beyond its reasonable control.
4. Cancellation
Purchase Orders may be canceled by Customer without liability only if production of the applicable products has not commenced. If production has commenced and Customer elects to cancel, Customer shall remain liable to purchase and pay for all finished goods completed pursuant to such Purchase Order, unless otherwise agreed in writing by both Parties.
5. Warranty
CDG warrants that, for a period of twelve (12) months from the date of delivery, conduit and pipe products shall befree from defects in material and workmanship under normal use and service. Accessories and equipment are warranted for ninety (90) days from delivery. Lubricants, chemicals, pull tape, and specialty products are warranted only to conform to CDG’s specifications at the time of delivery. Customer’s sole and exclusive remedy under this warranty shall be, at CDG’s option, the repair or replacement of defective products. This warranty does not extend to damage caused by misuse, improper installation, alteration, accident, or external causes. No other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose, are provided, and CDG expressly disclaims liability for incidental, consequential, or special damages.
6. Returns
No products may be returned without CDG’s prior written authorization. Products must be returned in resalable condition and may be subject to a restocking fee unless defective under warranty.
7. Indemnification
CDG shall indemnify Customer only against claims directly arising from defects in materials or workmanship of products manufactured and supplied by CDG. CDG shall not be responsible for claims arising from Customer’s branding, marketing, resale, modification, misuse, or installation of products.
8. Force Majeure
CDG shall not be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, labor disputes, shortages, or transportation delays.
9. Compliance with Laws
Customer shall comply with all applicable laws, regulations, and industry standards regarding the use, resale, and installation of CDG products.
10. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Iowa. Venue for any dispute shall be in the state or federal courts located in Linn County, Iowa.
11. Limitation of Liability
CDG’s liability for any claim arising out of these Terms or the sale of products shall not exceed the purchase price paid by Customer for the specific products giving rise to the claim. In no event shall CDG be liable for incidental, consequential, special, or punitive damages.
12. Retention of Title
Title to products shall not pass to Customer until full payment has been received. CDG retains a purchase money security interest in the products until payment is made in full.
13. Tooling and Intellectual Property
All tooling, dies, molds, designs, and related intellectual property created or used in the manufacture of products shall remain the sole property of CDG unless otherwise agreed in writing.
14. Order Minimums and Shortages
CDG reserves the right to ship up to five percent (5%) over or under the quantity ordered and invoice accordingly. Customer agrees that such variation shall constitute full performance.
15. Inspection and Acceptance
CDG reserves the right to ship up to five percent (5%) over or under the quantity ordered and invoice accordingly. Customer agrees that such variation shall constitute full performance.
16. Dispute Resolution
Any dispute not resolved by negotiation shall be submitted to non-binding mediation in Linn County, Iowa, before either party initiates litigation.
17. Export Compliance
Customer shall comply with all U.S. export control laws and regulations and shall not export or re-export any products in violation thereof.
18. Exclusive Remedies; No Extracontractual Claims
Customer’s sole and exclusive remedies for any claim arising out of or relating to the products, these Terms, or the transactions contemplated hereby shall be those expressly set forth in these Terms. Except as expressly provided herein, CDG shall not be liable for any other damages, including but not limited to tort (negligence, strict liability, or otherwise), misrepresentation, or statutory claims. The parties acknowledge and agree that the allocation of risk and limitations of liability contained in these Terms are an essential basis of the bargain between the parties.
19. Attorney’s Fees
In the event of any action to enforce these Terms or arising out of the sale of products hereunder, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses in addition to any other relief awarded.
20. Entire Agreement
These Terms and Conditions supersede any prior terms and constitute the entire agreement between CDG and Customer with respect to the subject matter hereof.