Terms & Conditions
Wes-Garde Components Group, Inc.
Terms and Conditions
The following Terms and Conditions apply to all sales transactions with Wes-Garde Components Group, Inc., a Florida corporation (“Wesgarde”), with its principal offices located at 2820 Drane Field Road, Lakeland, FL 33811:
Wesgarde has a $100 Purchase Order minimum for all U.S. domestic sales, unless arranged otherwise by written agreement. Products not in stock may be subject to factory minimum order quantities. Special orders of any quantities may be subject to Non-Cancelable Non-Returnable (NCNR) order requirements. International orders are subject to a $250 Purchase Order minimum, unless arranged otherwise by contract agreement.
Pricing may be subject to change based on changes in pricing from the manufacturer. Pricing may also be affected if agreed volume commitments are not met resulting in abandoned inventory costs for Wesgarde. Wesgarde agrees to use commercially reasonable efforts to provide a 30 day notice of any price increase for customers who regularly use a given component. Pricing is only guaranteed when a customer receives a written price and delivery confirmation from Wesgarde. Wesgarde shall not be bound by any verbal pricing agreements.
Blanket Orders or Scheduling
Wesgarde offers blanket orders under certain circumstances but for periods of no longer than 12 months. Blanket orders allow customers to lock in pricing for up to one year. If customer acceptance schedules substantially change or moves deliveries outside the agreed 12 month period, Wesgarde reserves the right to update pricing accordingly. Blanket orders are not supported by all of Wesgarde’s supplier partners.
Acceptance of Orders
All purchase orders received by Wesgarde are considered an “offer” from the customer. Pricing and delivery must be confirmed or corrected by Wesgarde prior to acceptance. Wesgarde reserves the right to reject individual orders in whole or in part. Any order that is accepted by Wesgarde, but which is not in Wesgarde’s stock at the time of acceptance, shall be deemed to have been accepted contingent upon receiving product from Wesgarde’s supplier.
Wesgarde will not be liable for delivery delays or any failure to deliver or perform its obligations due to causes beyond its control, including but not limited to, product allocations, material shortages, labor disputes, transportation delays, unusual circumstances, acts of God, acts of omissions of other parties, acts of omission of civil or military authorities, government priorities, fire, strikes, floods, epidemics, quarantine restrictions, riots, or war. Wesgarde’s time of delivery and performance will be extended by the time and recovery of the event. In such an event, Wesgarde may, at its option, cancel any order or remaining part thereof without liability by giving notice to the customer.
Standard terms are Net due 30 days (Net 30). Payments must be received in Wesgarde’s offices via one of the following approved forms of payment 30 days from the invoice date, unless otherwise stated on Wesgarde’s invoice. If payment terms are not met, Wesgarde reserves the right to change or cancel customer’s payment terms.
Wesgarde offers several payment options for Wesgarde’s customer’s convenience. Wesgarde accepts Visa, MasterCard, American Express, COD, ACH and Wire Transfers as valid forms of payment, and offers credit terms to well-qualified businesses. Wesgarde also offers special accelerated payment discounts for payments made via Wire or ACH (only) within 10 days of invoice (1% 10 Days Net 30). All invoices shall be payable in full in U.S. Dollars without any deduction or setoff whatsoever within thirty (30) days of the invoice date, unless arranged otherwise by written agreement. In the event payment in full is not received by Wesgarde within the agreed terms period, Buyer agrees that interest shall be payable on the amount outstanding at a rate of one and one-half percent (1.5%) per month, or $25, whichever is more.
Customer shall be liable for and shall pay all sales, use, VAT or other taxes, charges, duties and assessments imposed by any governmental authority with respect to the purchase and/or import of the products from Wesgarde.
Shipping and Delivery
All orders with Wes-Garde Components Group Inc. are fulfilled FOB Origin (point of shipment) from Wesgarde’s facilities . Wesgarde will select the carrier for shipment, unless prior specifications have been communicated to Wesgarde by the customer’s purchase order. Wesgarde’s responsibility for any loss or damage ends when product title passes to the customer as the product is delivered to the carrier at Wesgarde’s facility. In the event products are lost by the carrier, Wesgarde will extend all commercially reasonable efforts to assist the customer with their claim against the carrier, but Wesgarde does not issue RMAs (Return Merchandise Authorizations) for products lost by the carrier. Wesgarde invoices remain due where Wesgarde can provide a valid customer order and shipping confirmation to the customer. Wesgarde may be willing to ship replacement products to the customer, when available, but customer remains liable for payment of products lost by the carrier.
Wesgarde will only add shipping insurance on the contents when specifically requested by the customer on the customer’s purchase order, and payment of that insurance will be the responsibility of the customer. Delivery dates are approximate. Because delivery dates depend upon Wesgarde’s supplier’s inventory, production, shipping schedules and other factors, actual delivery dates may differ from those quoted. All orders are FOB Wesgarde’s facility (point of shipment) per Incoterms 2010. All Wesgarde shipments originate at Wesgarde locations within the United States.
Wesgarde ships all domestic shipments via UPS Ground, at the customer’s expense, unless arranged otherwise by written agreement. Any customers using their own UPS or Fed Ex account number must include that information on their applicable purchase order.
Wesgarde charges a handling charge of $5.00 per shipment, unless arranged otherwise by written agreement. Other charges may apply for international shipments. Wesgarde accepts consolidated shipment requests based on the customer’s usage.
Wesgarde will deliver products via drop shipment where manufacturers support direct drop shipments. Drop shipments may be subject to a drop shipment fee imposed by these manufacturers. Title passes to customer when products leave manufacturer’s facility.
Customer warrants that it will not sell or distribute (or knowingly permit the sale or distribution of) any products in jurisdictions where the sale of such products is restricted or forbidden, nor shall customer incorporate or use any products in a manner which is prohibited by law.
All “special” or unique products, or any products modified for customers, that are non-stock items are considered non-cancelable non-returnable (NCNR) purchases. Any custom value- added assemblies must also be placed and accepted as NCNR orders. Any product that is over one year old from date received by customer is considered NCNR.
Any cancelation or return of a part must be approved by a Wesgarde Customer Service Associate before it is returned to Wesgarde. A cancelation may cause a change in the price.
Orders accepted by Wesgarde may be cancelled by customer only with written consent of Wesgarde. In the event Wesgarde accepts cancelation of an order, customer may be responsible for a restocking charge or other expenses that may have been incurred.
Wesgarde will not accept products returned without Wesgarde’s prior consent. For products that are approved for return, Wesgarde will provide an RMA (Return Merchandise Authorization) number that must be identified on the return shipping container. No return of products will be accepted without a RMA number issued by Wesgarde. A description stating the reason for the return must be included with the returned products. The returned items must be in the original packaging, in the original condition and shipped by prepaid freight from customer’s warehouse. RMAs cannot be issued for NCNR products. NCNR products are not returnable.
Customers should contact their Wesgarde Sales associate to get an RMA (Return Merchandise Authorization) number. All returns are subject to inspection prior to credit being processed. Any credits taken or used prior to issuance by Wesgarde may incur a $75 non-compliance late charge which will be invoiced as such.
In the event a customer defaults on payment for the products ordered, customer agrees to be responsible for the actual costs and expenses incurred by Wesgarde in the collection of any sums owed by customer; and Wesgarde shall not be obligated to make further deliveries to customer. Such costs and expenses may include, but are not limited to, all costs and expenses incurred by Wesgarde in connection with procuring and filling customer’s order, and all attorneys’ fees and costs incurred in pursuing collection and payment of the sums owed by customer.
Freight Damages & Shortages
If product received from Wesgarde has been damaged during shipping, customer must keep all packaging material and contact the shipping carrier. All claims for damage during transit must be made by the customer from the carrier as title to products passed to customer upon delivery to carrier. Any claim for any material shortage must be made within 5 days of receipt of product.
Most products sold by Wesgarde are covered by the manufacturer’s warranties, and Wesgarde will exercise commercially reasonable efforts to cause the extension to customer of the manufacturer’s warranties. Regardless, Wesgarde’s warranty to customer is limited to repair, replacement or refund of the purchase price for the product at the sole discretion of Wesgarde. Any products that Wesgarde alters with its value-added operation are warranted to be free of defects in workmanship for a period of one year from the date of shipment.
Except as stated in these Terms and Conditions, Wesgarde makes no express warranties concerning products sold, and to the maximum extent permitted by law Wesgarde expressly disclaims all express and implied warranties, including without limitation the implied warranties of merchantability and fitness for a particular purpose, with respect to the products and any accompanying written materials or instructions. To the maximum extent permitted by law, Wesgarde shall not be liable for indirect, incidental, or consequential damages of any nature including, but not limited to, loss of profit, loss of use, loss of data, promotional or manufacturing expenses, overhead expenses, personal injury, injury to reputation or loss of customers, even if Wesgarde has been advised of the possibility of such damages.
Products identified as RoHS compliant, based on information provided by Wesgarde’s suppliers, do not contain the substances prohibited by the European Community Directive on the restriction of the use of certain hazardous substances, at levels in excess of the anticipated maximum concentration values. Certification of product compliance with RoHS and its exemptions is best vested in the expertise of the supply chain not having transformative responsibilities. As such, any information provided by Wesgarde in reference to RoHS compliance is based on the product manufacturer’s timely and accurate information and is not a declaration of compliance by Wesgarde.
Excluding all transactions otherwise conducted under NCNR product sale terms, in the event Wesgarde products materially fail to perform, customer agrees to deliver written notice to Wesgarde with specific details of the non-performance. If Wesgarde continues to fail to perform or correct the matter within 60 days of Wesgarde receiving written notice, Wesgarde agrees that customer may cancel the purchase order(s) related to the non-performance, and request a credit for the cost of the non-performing products. Wesgarde’s liability is limited to the warranty set forth above, without any other special or consequential damages.
In the event the customer fails to perform its purchase order obligations, customer agrees that Wesgarde may, at its option, pursue whatever remedies are available, including but not limited to recovery of supplier fees related to cancellations of customer’s order/contract and other damages to Wesgarde from customer’s failure to meet order/contract, including any merchandise price market value differential at point of delivery and return, cancellation fees, reasonable attorney’s fees, credit reporting fees, foreign exchange losses and related damages.
Governing Law and Venue
The exclusive jurisdiction for any claims arising from, or related to, any transactions between customer and Wesgarde shall be in the courts of the State of Florida, County of Polk, or in any federal court located therein, and customer consents to the exclusive jurisdiction of such courts and waives any right to object thereto based on the doctrine of forum non conveniens or otherwise. These claims shall not be subject to mandatory arbitration. The customer and Wesgarde further agree that the law of the State of Florida, but not Florida’s conflicts of law rules, shall apply in any and all claims relating to, or arising from such transactions.
Any references to a “written agreement” in the foregoing Terms and Conditions shall mean a document which has been signed by an authorized representative of Wesgarde, which signed document has been transmitted by Wesgarde to customer via telecopier, scanned and emailed pdf, mail or courier. Emails shall not constitute “written agreements” even if such e-mails contain a signature block or other sender identification.
Modification and Amendment
Wesgarde may modify or amend these Terms and Conditions in whole or in part at any time, without notice to customer, and the version of these Terms and Conditions displayed on this website as of the date on which Wesgarde accepts the customer’s purchase order shall govern that purchase transaction.
Acceptance of Terms and Conditions
ALL SALES AND/OR DELIVERY OF PRODUCTS TO CUSTOMER ARE CONDITIONED UPON CUSTOMER’S ACCEPTANCE OF THE FOREGOING TERMS AND CONDITIONS, AND ACCEPTANCE OF DELIVERY BY CUSTOMER CONSTITUTES AGREEMENT BY CUSTOMER TO THESE TERMS AND CONDITIONS. THE SOLE EXCEPTION TO THE PRECEDING SENTENCE IS AS FOLLOWS: IF WESGARDE HAS PREVIOUSLY SIGNED A SEPARATE CONTRACT WITH THE CUSTOMER SETTING FORTH ALTERNATE TERMS AND CONDITIONS FOR THE SALES OF PRODUCTS, THE SEPARATE CONTRACT SHALL GOVERN TO THE EXTENT THAT (1) THAT CONTRACT IS STILL IN EFFECT AND (2) ANY TERM IN THAT CONTRACT CONFLICTS WITH A TERM IN THE FOREGOING TERMS AND CONDITIONS. WHERE THE TERMS OF THAT CONTRACT DO NOT CONFLICT, THE FOREGOING TERMS AND CONDITIONS SHALL STILL GOVERN.
Wesgarde Version 1.1 (May 2016)