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Welcome to the Graybar Allen Tel products web site. Graybar Electric Company, Inc. ("Graybar" or "we" or "us"), as a distributor of Allen Tel products, provides this web site (this "Site"), at our discretion, as a service to our customers. This Site provides users with access to certain product information regarding Allen Tel products as well as online purchasing capabilities.
These Site Terms and Conditions ("Site Terms") set forth the terms and conditions under which You may use and access this Site. You represent and warrant that You possess the legal right and authority to agree to these Site Terms on Your behalf and that You are at least 18 years old. If You are accessing this Site on behalf of Your employer or some other entity, then these Site Terms shall be binding upon You and Your employer or such other entity, and, in such event, You further represent and warrant that You possess the legal right and ability to agree to these Site Terms on Your behalf and on behalf of Your employer or other entity. If You register to use this Site by completing the Account Registration form on behalf of Your employer or such other entity, then You shall be deemed to be accessing this Site on behalf of Yourself and Your employer or such other entity. As used in these Site Terms, the term "You" refers to you individually and, if applicable, your employer or such other entity on whose behalf you may access this Site.
BY ACCESSING/USING THIS SITE, YOU AGREE TO THESE SITE TERMS. EACH TIME YOU ACCESS THIS SITE, YOU ARE REAFFIRMING YOUR AGREEMENT TO THESE SITE TERMS. IF YOU DO NOT AGREE TO THESE SITE TERMS (WITHOUT MODIFICATION), YOU ARE NOT AUTHORIZED TO ACCESS OR OTHERWISE USE THIS SITE. IF YOU ARE AN EXISTING USER AND DO NOT AGREE TO THESE SITE TERMS AND WISH TO REMOVE YOUR ACCOUNT FROM THIS SITE, PLEASE CLICK ON THE "CANCEL ACCOUNT REGISTRATION" LINK, COMPLETE THE CANCEL REGISTRATION FORM AND YOUR ACCOUNT WILL BE CANCELED.
In the event You purchase products through this Site, Graybar's Terms and Conditions of Sale (along with these Site Terms) apply with respect to such purchase. Such Terms and Conditions of Sale should be reviewed carefully before placing an order. To review Graybar's Terms and Conditions of Sale, click on the following link:
After placing an order, You will receive an email from Graybar acknowledging that we have received Your order. Please note that this does not mean that Your order has been accepted. Your order constitutes an offer to buy a product. All orders are subject to acceptance by Graybar, and Graybar will confirm such acceptance to You by sending You an email that confirms that the products have been dispatched or otherwise accepted (the "Shipping Confirmation"). The contract ("Contract") will only be formed when Graybar sends You the Shipping Confirmation.
The Contract will relate only to those products whose dispatch/acceptance Graybar has confirmed in the Shipping Confirmation. Graybar will not be obliged to supply any other products which may have been part of Your order until the dispatch or other acceptance of such products has been confirmed in a separate Shipping Confirmation.
You should visit this page periodically to review the Site Terms. You acknowledge and agree that the Site Terms currently in effect as of this date may be modified or amended by Graybar from time to time. Your continued use of this Site after a modification or amendment shall constitute acceptance and agreement to the modified Site Terms. Graybar may terminate this Site at any time. In addition, Graybar reserves the right to change the format, organization, and content of this Site, at any time, without notice.
(b) This Site is controlled and operated by Graybar from its offices within the United States. Graybar makes no representation that the contents of this Site are appropriate or available for use in other locations outside the United States. Those who access this Site from locations outside the United States do so at their own risk and are responsible for compliance with applicable local laws. Access to this Site is prohibited in territories where the contents of this Site are illegal. Graybar will only ship products purchased through this Site to locations within the United States.
In order to purchase products through this Site, You will be required to enter certain information into this Site which may include, without limitation, Your name, business name, address, and shipping location. If You register for an account with this Site ("Registration"), You will be required to provide such information during the Registration process. Access to online purchasing capabilities is available only to individuals and businesses (and their authorized employees, agents and/or contractors) who input such information and is limited to those users who are authorized to form legally binding contracts under applicable law on behalf of themselves and the businesses or organizations they represent (if applicable). You agree to provide true, accurate, current and complete information. Graybar will have the right to rely upon any information that You input into the Site and Graybar will incur no liability arising out of such reliance.
If You register for an account with this Site, You agree to provide true, accurate, current and complete information during Registration and to maintain and promptly update the information You provide to keep it true, accurate, current and complete. You agree not to: (i) select a username that, to Your knowledge, is already used by another person/entity; (ii) use a username in which another person/entity has rights without such person's/entity's authorization; or (iii) use a username or password that Graybar in its sole discretion, deems offensive or inappropriate. It is Your responsibility to maintain the confidentiality of Your password and You agree to accept responsibility for all activities that occur under Your account. You may not transfer, assign or sell Your account to any third party. Graybar will have the right to rely upon any information received from any person/entity using Your username and password, and Graybar will incur no liability arising out of such reliance.
Graybar has no obligation to verify the authenticity of any information You provide to the Site. IF YOU PROVIDE ANY INFORMATION THAT IS FALSE, MISLEADING, INACCURATE, NOT CURRENT OR INCOMPLETE, GRAYBAR HAS THE RIGHT TO SUSPEND OR TERMINATE YOUR USE OF THIS SITE AND REFUSE ANY AND ALL CURRENT OR FUTURE USE OF THIS SITE (OR ANY PORTION THEREOF). ANY ACTIVITIES THAT ARE ILLEGALLY CARRIED ON WITHIN THIS SITE WILL BE REPORTED TO THE APPROPRIATE FEDERAL, STATE OR LOCAL AUTHORITIES.
You may update or change Your account information by going to the "My Account" link and making the applicable changes. For questions related to updating or changing Your account information, please send an e-mail to email@example.com or contact us at 1-855-687-8520.
(a) All content included on this Site, such as text, graphics, button icons, images, and software ("Material"), is the exclusive property of Graybar or others, and protected by U.S. and international copyright laws. Graybar authorizes You to view and download the Material of this Site only for non-commercial use, provided that You retain all copyright and other proprietary notices contained in the original Material on any copies of the Material. Without the express written permission of Graybar, You may not modify the Material on this Site in any way or reproduce or publicly display, perform, or distribute or otherwise use the Material for any public or commercial purpose. For purposes of these Site Terms, any use of the Material on any other web site or networked computer environment for any purpose is prohibited.
(b) The trademarks, service marks and logos ("Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Graybar and others. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site, without the written permission of the Trademark owner.
You are prohibited from violating or attempting to violate any security features of this Site, including, without limitation, (i) accessing content or data not intended for You, or logging onto a server or account that You are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of this Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (iii) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to this Site, overloading, "flooding", "spamming", "mail bombing", or "crashing"; (iv) using this Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (v) using any automatic or manual process to monitor or copy any portion of this Site without Graybar's prior written permission; (vi) introducing any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (vii) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Graybar in providing this Site. Any violation of system or network security may subject You to civil and/or criminal liability.
Any conduct by You that, in Graybar's opinion, restricts or inhibits any other user from using or enjoying this Site will not be permitted. You acknowledge and agree that Graybar, in its sole discretion, may at any time for any reason or no reason suspend, terminate, or restrict Your access to or use of this Site, or any portion thereof, with or without notice, unless otherwise prohibited by applicable law.
(a) THIS SITE IS PROVIDED ON AN "AS IS" BASIS, WITH ALL FAULTS. GRAYBAR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL GRAYBAR, ITS SUPPLIERS OR OTHER THIRD PARTIES REFERENCED ON, OR INVOLVED IN CREATING, PRODUCING, OR DELIVERING THIS SITE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, COSTS AND EXPENSES OF ANY TYPE INCURRED, LOST PROFITS, LOST DATA OR PROGRAMS, AND BUSINESS INTERRUPTION) ARISING OUT OF YOUR ACCESS TO, USE OF, INABILITY TO USE OR THE RESULTS OF USE OF THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR ANY MATERIALS AND/OR CONTENT CONTAINED ON ANY OR ALL SUCH SITES (INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RESULTING FROM A FAILURE OF PERFORMANCE, ERROR, OMISSION, LINKING TO OTHER WEB SITES, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, OR DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY COMPUTER OR SYSTEM), WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT GRAYBAR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THIS SITE AND THE CONTENT THEREON, OR THESE SITE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THIS SITE. IF ANY PORTION OF THIS LIMITATION IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN GRAYBAR'S TOTAL LIABILITY TO YOU SHALL IN NO EVENT EXCEED THE AMOUNT YOU PAID TO GRAYBAR FOR ACCESS TO AND USE OF THIS SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, IN WHICH CASE THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IF YOU RESIDE OUTSIDE THE UNITED STATES, INFORMATION PUBLISHED AT THIS SITE MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT AVAILABLE IN YOUR COUNTRY.
(b) Graybar attempts to ensure that the content on this Site is complete and current. However, Graybar cannot guarantee that the information contained on this Site will not contain errors, inaccuracies, or omissions. Such errors, inaccuracies, or omissions may relate to price, product description, availability, or otherwise. Graybar reserves the right to correct any error, inaccuracy, or omission, or to change or update the content without prior notice to You. Further, Graybar reserves the right to refuse or cancel any orders (including without limitation any orders containing any error, inaccuracy, or omission) at any time and for any reason whatsoever whether or not the order has been submitted, confirmed, and/or Your credit card has been charged. If Your credit card has been charged for the purchase and Your order is canceled by Graybar, Graybar shall promptly issue a credit to Your credit card. Except for issuing such credit (if applicable), Graybar shall have no liability or obligation to You with respect to any cancelled order.
(c) This Site contains links to third party web sites. These links are provided solely as a convenience to You and not as an endorsement by Graybar of the content on such third party web sites. Graybar is not responsible for the content of linked third party sites and does not make any representations regarding the content or accuracy of information on such third party sites. If You access any of the third party web sites linked to this Site, You do so entirely at Your own risk.
YOU HEREBY RELEASE AND FOREVER DISCHARGE GRAYBAR AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL MANNER OF LIABILITY, CLAIMS, COUNTERCLAIMS, DEMANDS, SETOFFS, DAMAGES, OR CAUSES OF ACTION, WHICH YOU NOW HAVE OR WHICH MAY HEREAFTER ACCRUE, WHETHER HERETOFORE ASSERTED OR UNASSERTED, KNOWN OR UNKNOWN, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS SITE AND/OR YOUR USE OF THIS SITE, SPECIFICALLY INCLUDING BUT NOT LIMITED TO ANY CLAIMS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OF GRAYBAR, IN OPERATING THIS SITE OR OTHERWISE.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS GRAYBAR, AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, OBLIGATIONS, DAMAGES, DEFICIENCIES, EXPENSES, ACTIONS, SUITS, PROCEEDINGS, DEMANDS, ASSESSMENTS AND/OR JUDGMENTS, INCLUDING REASONABLE ATTORNEYS' FEES, THAT ARE CAUSED BY, OR RESULT OR ARISE FROM (I) YOUR USE OF THE SITE; (II) ANY BREACH BY YOU OF ANY OF THESE SITE TERMS; (III) COMMUNICATIONS BETWEEN YOU, OTHER USERS, AND/OR OTHER THIRD PARTIES; AND (IV) INTELLECTUAL PROPERTY INFRINGEMENT VIOLATIONS AND VIOLATION OF LAWS BY YOU.
You may not link to this Site without Graybar's prior written permission. Anyone linking to this Site must comply with all applicable laws and any other requirements of Graybar for linking to this Site.
Your correspondence or business dealings with advertisers found on or through this Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. You hereby release Graybar of, and agree that Graybar shall not be responsible or liable for, any loss, damage or claim (including negligence) of any sort incurred as the result of any such dealings or as the result of the presence of advertisers on this Site.
If any provision of these Site Terms is declared by a court to be invalid, illegal, or unenforceable, such provision shall be deemed severable from this agreement and the other provisions shall remain in full force and effect. The failure of Graybar to exercise or enforce any right or provision of these Site Terms shall not constitute a waiver of such right or provision. These Site Terms constitute the entire agreement between Graybar and You with respect to Your use of this Site, and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral with respect to this subject matter; provided, however, that there may be additional written terms and conditions that govern Your use of specific areas of this Site. Such additional terms and conditions, if any, will be specified in this Site. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Site Terms.
Effective Date: September 1, 2013
We log your IP address, browser type, and the URLs of the web pages you visit on our Site. We also keep track of statistical information about users of our Site, such as which pages or directories are the most accessed. We use this information to administer our Site, to track your movement on this Site, and gather broad statistical information for aggregate use only. Aggregated tracking information helps us to determine which areas of our Site users like and don't like based on traffic to those areas.
We may also employ a software technology called clear gifs (also known as web beacons) that help us better manage content on our Site by informing us what content is effective. Clear gifs are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the on-line movements of Web users. Clear gifs and cookies are not tied to user's personally identifiable information.
Graybar allows users to send requests for information to us or to contact us. This Site also allows you to register for an account to purchase products through this Site. You are not required to register for an account; however, if you do not register for an account but desire to make purchases through this Site, you will still be required to submit certain information to us. When you submit requests to us through this Site for information, for purchases or otherwise, or when you register for an account, you will be required to provide us with information about you and/or your company or business (such as your name, the name of your company, contact person name, address, and contact information (i.e. email address, telephone number, or fax number) . In addition, when registering for an account with this Site, you will be required to provide a user name and password and other basic identifying information.
All of the foregoing information will be retained in the customer records of Graybar, along with information regarding any preferences you have expressed, any information you have requested from us, and products or services you have ordered. We use the information we have collected in order to process any requests that you make to us, to contact you when necessary and to send you business information, email updates, monthly specials, and other promotional material about Graybar, our affiliates, partners and industry. By affirmatively providing any personal information to Graybar or our affiliates through this Site, you consent to Graybar using your personal information for the purposes set forth herein and receiving e-mail or other correspondence regarding your account and/or Graybar products or services, the purpose of your information submission, and/or any other use of this Site.
We are not in the business of selling or renting your personally identifiable information. However, we may share information about you with others in certain limited situations such as:
We employ other companies and individuals to perform functions on our behalf. Examples include hosting this Site, delivering packages, and sending postal mail and e-mail communications. These companies and individuals may have access to your personal information to the extent needed to perform their functions. Graybar also uses a third party to process your credit card payments (the "CC Processor"). When you purchase products from this Site using a credit card, your credit card information will be sent to our CC Processor for processing.
Except for certain limited situations as described herein, Graybar does not provide information identifying you or your company to anyone outside of Graybar, our affiliates, and third parties who work for Graybar and our affiliates to process your orders or otherwise provide services or information to you. We may provide aggregated data about the number of visitors who use our Site, or the most popular areas of our Site, to interested third parties so that they can learn about the operation of our Site. Aggregated data will be in anonymous group statistical form and not associated with any individual business or person.
Under California Civil Code Sections 1798.80-1798.84, California residents are entitled to the following rights regarding any personal information collected and used by Graybar:
Graybar will notify any California resident of any breach of the security of Graybar's system following any discovery or notification of a breach in the security wherein the California resident's unencrypted information was, or is reasonably believed to have been, acquired by an unauthorized person.
Further, because Graybar reserves the right to disclose a user's personal information to any third party in its discretion, all California residents have the right to obtain what information and to whom the information was provided by Graybar in the immediately preceding calendar year. Upon written receipt of a written or email request for such information to the designated address below, Graybar shall provide a list of any disclosures of the California resident's personal information to any third party within thirty (30) days of the receipt of such request. The list shall include:
Such list may be in a standardized format and not specific to any individual. A California resident's request for such information may be submitted via e-mail to firstname.lastname@example.org or by telephone at 1-855-687-8520. California residents shall only be entitled to have this information provided once per calendar year.
It is important to note that this Site (and other Graybar sites) contain links to web sites other than this Site, and that those other sites may not follow our privacy policies. This includes links to information providers or third parties who may use Graybar's logo and/or style as part of an agreement with us. Graybar is not responsible for the privacy practices or the content of those other sites, which may collect data and ask for personal information that Graybar does not. The inclusion of third party links is provided for your convenience and shall not be construed as Graybar's affiliation or sponsorship of such third party web site.
Users who do not wish to receive future promotional materials from Graybar, our affiliates, or partners may opt out of receiving these communications by:
Graybar will respond to appropriate requests within a reasonable time.
We want to ensure that you have access to your information and that our records are correct and up-to-date. To request a copy of your personal information, if any, that Graybar currently has in our records and/or to correct, change, or delete any information contained in our records regarding you or your company, please:
Graybar will respond to appropriate requests within a reasonable time. A request to amend data is considered inappropriate if it would result in incorrect information. Other rules may apply to updating information for entities when an employee who has access to your company password leaves your company.
This Site takes precautions to protect our users' information. Our safeguards include technical means and compliance with certain policies and procedures. We try to reduce the likelihood of accidental disclosures and unintended access and modification of account information, but it is impossible to eliminate this possibility completely.
When you submit sensitive information via this Site, your information is protected both online and off-line. The server that we store identifiable information on is kept in a secure environment with safety measures taken to protect your information. We also take steps to protect sensitive information offline. Employees who have access to identifiable information are kept up-to-date on our security and privacy practices and what they can do to ensure our customers' information is protected.
While this Site includes security measures in place to protect against the loss, misuse and alteration of the information under our control, we do not guarantee the performance or adequacy of such security measures.
If you register for an account to purchase products through this Site, you, your company and/or certain designated employees will receive a password, which should be kept confidential, because it is the key to access the information held by Graybar about you and/or your company.
Graybar does not knowingly collect information from or about children under the age of 18. This Site is not marketed towards children under the age of 18 and is not intended to be used by them. In fact, our Site does not permit children under 18 years of age to become users. By using our Site, you represent that you are 18 years of age or older. If we find that we have collected information from a child under the age of 18, we will immediately delete that information.
Please keep in mind that whenever you voluntarily disclose personal information on-line that information can be collected and used by others. Ultimately, you are solely responsible for maintaining the secrecy of your passwords and/or any account information.
If you have questions or concerns about the Graybar privacy or security policies, please contact us at:
1. ACCEPTANCE OF ORDER - Acceptance of any order from buyer ("Buyer") is subject to approval and acceptance by Graybar Electric Company, Inc. ("Graybar") and, when applicable, Graybar's suppliers. Graybar reserves the right to accept or reject any order.
2. PRICES AND SHIPMENTS - Prices shall be those in effect at the time Graybar accepts the applicable order from Buyer. Prices listed do not include shipping, handling fees, taxes, and/or duties, and are subject to correction or change without notice. All shipments will be made F.O.B. shipping point.
3. SHIPPING POLICIES –
(a) A $5.95 standard shipping and handling fee is charged on orders totaling less than $50 before tax and shipped to one address within the continental United States. No shipping and handling is charged to Buyer for standard ground delivery to a single address on orders of $50 or more before tax.
(b) Not all products qualify for the policy stated in subsection 3(a) above. Buyer may elect to pay a premium for expedited shipping where available. Any charges incurred for hazardous materials or other special handling by the carrier must be paid by the Buyer. For all orders regardless of whether a shipping and handling fee is charged, fuel surcharges may be applied.
(c) Graybar only accepts orders for shipments within the continental US. Orders to international destinations (including those located within the geographic borders of the continental U.S.) or to Alaska, Hawaii or Puerto Rico or other US territories will not be processed. Graybar does not ship to PO Box addresses.
(d) Title and risk of loss pass to Buyer upon tender of shipment to the carrier.
(e) To qualify for expedited shipping, Graybar must receive Buyer's order before 3:00PM CST Monday–Friday; all orders must weigh less than 150 lbs, and not contain any hazardous materials. Expedited orders only ship on business days; any orders placed on Saturdays/Sundays/Holidays will be processed on the next business day. If you have any questions please call Graybar's customer service department at 1-855-687-8520.
4. RETURN OF GOODS - Returns must be made within one (1) year from the date of purchase. Returned product must be in original packaging, unused, undamaged and in saleable condition. The Buyer is responsible for the method and cost of return to Graybar. Credit may be allowed for goods returned with or without prior approval. A deduction may be made from credits issued to cover cost of handling. When the return is approved, a credit will be issued to the original payment method. Please allow 14 days for the receipt and processing of returned merchandise. Note: Depending on Buyer's bank, it may take up to 7 additional days for Buyer's card to be credited.
Receipt of Damaged Material – If Buyer receives a damaged/defective item or item not as ordered, please contact Graybar's customer service department immediately at 1-855-687-8520 to provide a prepaid return label and process a new shipment.
Warranty Returns – Contact Allentel Products directly @ 702-855-5700 (info@.allentel.com) or a Graybar's customer service department @ 1-855-687-8520 (email@example.com) to determine manufacturer's warranty eligibility.
Buyer agrees that any credit balance(s) issued by Graybar will be available to Buyer account for no longer than one (1) year from its issuance. IF BUYER HAS NOT APPLIED FOR OR REQUESTED THE CREDIT WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE(S) WILL BE SUBJECT TO CANCELLATION, AND GRAYBAR SHALL HAVE NO FURTHER LIABILITY.
5. TAXES - Prices shown do not include sales or other taxes imposed on the sale of goods. Taxes now or hereafter imposed upon sales or shipments will be added to the purchase price. Buyer agrees to reimburse Graybar for any such tax as assessed by the responsible tax jurisdiction.
6. DELAY IN DELIVERY - Graybar is not to be accountable or liable for delays in delivery or other failures in performance occasioned by acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond Graybar's reasonable control. Factory shipment or delivery dates are the best estimates of Graybar and its suppliers and are not guaranteed. In no case shall Graybar be liable for any special, incidental, direct, indirect, consequential, punitive, exemplary or special damages (whether sounding in contract, tort, strict liability, or otherwise), all regardless of whether Graybar knew or should have known of the possibility of such losses, arising from any delay in shipment or delivery.
7. DISCLAIMER OF WARRANTIES - ANY DESCRIPTION OF THE GOODS CONTAINED ON ANY GRAYBAR WEB SITE DESCRIPTION, QUOTATION, PURCHASE ORDER, ORDER ACKNOWLEDGEMENT, BILL OF LADING OR SALES INVOICE IS FOR THE SOLE PURPOSE OF IDENTIFYING THEM, AND DOES NOT CONSTITUTE A WARRANTY THAT THE GOODS SHALL CONFORM TO THAT DESCRIPTION. GRAYBAR MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT) WITH RESPECT TO ANY GOODS SOLD BY GRAYBAR TO THE BUYER, AND GRAYBAR HEREBY DISCLAIMS ALL SUCH WARRANTIES. For purposes of clarification, Graybar sells the goods to Buyer with a warranty directly from the manufacturer. For information on a specific manufacturer's warranty, please contact Graybar at 1-855-687-8520. UNLESS OTHERWISE AGREED IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF GRAYBAR, PRODUCTS SOLD HEREUNDER ARE NOT INTENDED FOR USE IN OR IN CONNECTION WITH (1) ANY SAFETY APPLICATION OR THE CONTAINMENT AREA OF A NUCLEAR FACILITY, OR (2) IN A HEALTHCARE APPLICATION, WHERE THE GOODS HAVE POTENTIAL FOR DIRECT PATIENT CONTACT OR WHERE A SIX (6) FOOT CLEARANCE FROM A PATIENT CANNOT BE MAINTAINED AT ALL TIMES.
8. LIMITATION OF LIABILITY - Buyer's remedies under this agreement are subject to any limitations contained in manufacturer's terms and conditions to Graybar, a copy of which will be furnished upon written request. Furthermore, Graybar's liability shall be limited to either repair or replacement of the goods or refund of the purchase price, all at Graybar's option, and to the maximum extent permitted by law, IN NO EVENT SHALL GRAYBAR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR ANY INDIRECT DAMAGES, OR FOR LOST PROFITS OR DATA (WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), ALL REGARDLESS OF WHETHER GRAYBAR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES. In addition, claims for shortages, other than loss in transit, must be made by Buyer in writing not more than five (5) days after receipt of shipment.
9. WAIVER - The failure of Graybar to insist upon the performance of any of the terms or conditions of this agreement or to exercise any right hereunder shall not be deemed to be a waiver of such terms, conditions, or rights in the future, nor shall it be deemed to be a waiver of any other term, condition, or right under this agreement.
10. MODIFICATION OF TERMS AND CONDITIONS - These terms and conditions supersede all other communications, negotiations, and prior oral or written statements regarding the subject matter of these terms and conditions. No change, modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall be binding upon Graybar unless made in writing and signed on its behalf by a duly authorized representative of Graybar. No conditions, usage of trade, course of dealing or performance, understanding or agreement, purporting to modify, vary, explain, or supplement these terms and conditions shall be binding unless hereafter made in writing and signed by the party to be bound. Any proposed modifications or additional terms are specifically rejected and deemed a material alteration hereof. If this document shall be deemed an acceptance of a prior offer by Buyer, such acceptance is expressly conditional upon Buyer's assent to any additional or different terms set forth herein.
11. CERTIFICATION - This agreement is subject to Executive Order 11246, as amended, the Rehabilitation Act of 1973, as amended, the Vietnam Veterans' Readjustment Assistance Act of 1974, as amended, E.O. 13496, 29 CFR Part 471, Appendix A to Subpart A, and the corresponding regulations, to the extent required by law. 41 CFR 60-1.4, 60-741.5, and 60-250.5 are incorporated herein by reference, to the extent legally required.
12. FOREIGN CORRUPT PRACTICES ACT - Buyer shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, (i) the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd-1, et. seq.) irrespective of the place of performance, and (ii) laws and regulations implementing the Organization for Economic Cooperation and Development's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.N. Convention Against Corruption, and the Inter-American Convention Against Corruption in Buyer's country or any country where performance of this agreement or delivery of goods will occur.
13. ASSIGNMENT - Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Graybar, and any such assignment, without such consent, shall be void.
14. GENERAL PROVISIONS - This agreement shall be governed by the laws of the State of Missouri applicable to contracts to be formed and fully performed within the State of Missouri, without giving effect to the choice or conflicts of law provisions thereof. All suits arising from or concerning this agreement shall be filed in the Circuit Court of St. Louis County, Missouri, or the United States District Court for the Eastern District of Missouri, and no other place unless otherwise determined in Graybar's sole discretion. Buyer hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof. 15. PAYMENT TERMS - Payment is required at the time the order is accepted by Graybar. Visa, MasterCard, American Express, and Discover credit cards are accepted.
16. EXPORTING – All items are sold for domestic consumption in the United States. Buyer acknowledges that this order and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders. Buyer agrees to comply with all such laws, regulations, and orders, including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as may be amended. Buyer further agrees that if the export laws are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Buyer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters.
17. PRODUCT COMPLIANCE AND SUITABILITY - Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Graybar does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Graybar accept responsibility for construction, installation and/or use of a product. It is Buyer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
18. ERRORS; CANCELLATIONS - All stenographic or clerical errors are subject to correction by Graybar. Graybar attempts to ensure that the content on its web sites is complete and current. However, Graybar cannot guarantee that the information contained on its web sites will not contain errors, inaccuracies, or omissions. Such errors, inaccuracies, or omissions may relate to price, product description, availability, or otherwise. Graybar reserves the right to correct any error, inaccuracy, or omission, or to change or update the content without prior notice to Buyer. Further, Graybar reserves the right to refuse or cancel any orders (including without limitation any orders containing any error, inaccuracy, or omission) at any time and for any reason whatsoever whether or not the order has been submitted, confirmed, and/or Buyer' s credit card has been charged. If Buyer's credit card has been charged for the purchase and Buyer's order is canceled by Graybar, Graybar shall promptly issue a credit to Buyer's credit card. Except for issuing such credit (if applicable), Graybar shall have no liability or obligation to Buyer with respect to any cancelled order.
20. MISCELLANEOUS -
(a) Substitutions. Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images.
(b) Occupational Safety and Health Administration ("OSHA") Hazardous Substance. Material Safety Data Sheets ("MSDS") for OSHA defined hazardous substances are prepared and supplied by the manufacturers. GRAYBAR MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY BUYER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. BUYER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.
(c) California Proposition 65. The State of California requires that certain warnings be given concerning products subject to Proposition 65. For products denoted with a ¢ symbol the following warnings apply: Both Cancer and Reproductive Harm California Proposition 65 Warning: This product contains a chemical known to the State of California to cause cancer. Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm. Only Cancer Warning California Proposition 65 Warning: This product contains a chemical known to the State of California to cause cancer. Only Reproductive Harm Warning California Proposition 65 Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm. A complete list of Proposition 65 regulated chemicals is available by logging on to www.oehha.ca.gov.
(d) MSDS. MSDS information is available upon request by calling 1-855-687-8520.