Imperial Supplies, LLC ("Imperial Supplies") sells its complete offering wholesale to business customers,
while also serving individuals.
All prices are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to
correction or change without notice. Market sensitive commodity products will be priced according to current
market conditions. Customer should contact Imperial Supplies at 800-558-2808 for current pricing. Export orders
may be subject to other special pricing. Imperial Supplies reserves the right to accept or reject any order.
Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax
exemption certificate. When placing an order, customer shall indicate which products are tax exempt.
Imperial Supplies accepts
cash, checks, money orders, Visa, MasterCard, and American Express. Standard payment
terms are net thirty (30) days. For customers with established Imperial Supplies' credit, payment terms are
one-half percent (1/2%), ten (10) days, net thirty (30) days from the date of shipment. All credit extended by
Imperial Supplies to customer, and the limits of such credit, is at Imperial Supplies' sole discretion, and may
be reduced or revoked by Imperial Supplies at any time, for any reason. Imperial Supplies reserves the right to
charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each
month or portion thereof that the amount due remains unpaid or such amount as may be permitted under applicable
law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms
and conditions identified in Section III. All payments must be made in U.S. dollars. Imperial Supplies has the
right of set-off and deduction for any sums owed by customer to Imperial Supplies.
If customer fails to make payment within thirty (30) days of shipment, or fails to comply with Imperial Supplies'
credit terms, or fails to supply adequate assurance of full performance to Imperial Supplies within a reasonable
time after requested by Imperial Supplies (such time as specified in Imperial Supplies' request), Imperial
Supplies may defer shipments until such payment or compliance is made; require cash in advance for any further
shipments; demand immediate payment of all amounts then owed; elect to pursue collection action (including,
without limitation, attorneys' fees and any and all other associated costs of collection); and/or may, at its
option, cancel all or any part of an unshipped order. Additionally, customer, and each of its subsidiaries and
affiliates, agrees to provide to Imperial Supplies proper authorization necessary for Imperial Supplies to
request any financial information from third parties.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as
provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer's
subsidiaries and affiliates purchasing from Imperial Supplies are jointly and severally liable for purchases
with customer, and customer is also acting as agent for such subsidiaries and affiliates.
Customer hereby grants to Imperial Supplies a first priority purchase money security interest and/or chattel
mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to
Imperial Supplies. Customer agrees to file, and it permits and authorizes Imperial Supplies to file, any
financing statements or other appropriate documents with its governmental authorities to perfect the validity,
priority, and enforceability of Imperial Supplies' lien or security interest.
Customer agrees that any credit balance(s) issued by Imperial Supplies will be applied to customer's account.
Prices stated are F.O.B. shipping, freight prepaid to destination specified in order. Imperial Supplies charges
a shipping and handling fee on each order which is applied at time of order and reflected on customer's invoice.
Receipts for shipping and handling charges will not be furnished. Orders over $400 are shipped freight free.
COD shipments are not permitted. Other terms and conditions may apply for other than standard ground delivery
("Other Freight Services"), including without limitation, expedited same day delivery, air freight, freight
collect, export orders, hazardous materials, customer's carrier, shipments outside the contiguous U.S. or other
special handling by the carrier. Any charges incurred for Other Freight Services must be paid by customer. Fuel
surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If
the product is damaged in transit, customer's only recourse is to file a claim with the carrier. Vendor
drop-shipped products are excluded from our standard freight policy and the customer is responsible for freight
on drop-ship products.
Customer should contact Imperial Supplies if not satisfied with a product for any reason. Imperial Supplies will
promptly provide an exchange or refund if the product is returned within one (1) year from date of purchase,
unless otherwise indicated. Returned product must be in original packaging, unused, undamaged and in saleable
condition with all accessories, manuals and warranties included. Proof of purchase is required for all
IMPERIAL SUPPLIES WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A
PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE, UNLESS OTHERWISE STATED. PROVIDED THAT IMPERIAL SUPPLIES
ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, IMPERIAL SUPPLIES MAY, AT ITS OPTION: (i)
REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. IMPERIAL SUPPLIES' REPAIR, REPLACEMENT,
OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS
OR IMPLIED, IS MADE OR AUTHORIZED BY IMPERIAL SUPPLIES. IMPERIAL SUPPLIES DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS. IMPERIAL SUPPLIES ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER
PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. ANY LIABILITY
FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES IS EXPRESSLY DISCLAIMED TO THE EXTENT
PERMISSIBLE. IMPERIAL SUPPLIES'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE
PRODUCT THAT GIVES RISE TO ANY LIABILITY.
To return a product during the Limited Warranty Period, customer must call 800-588-2808 for a return
authorization number. Each return authorization number is valid for thirty (30) days. There is no
restocking fee, except as otherwise noted below, if products are returned within the Limited Warranty Period
in saleable condition, with manufacturer's original packaging unblemished and all accessories, manuals and
warranties included. Please include a copy of the packing list or invoice with a reason for the return.
Late returns and incomplete returns will incur a 15%, or higher, restocking fee. Imperial Supplies reserves
the right not to accept returns received after the expiration of the Limited Warranty Period.
For information on a specific manufacturer's warranty, please contact Imperial Supplies 800-588-2808.
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. Imperial
Supplies does not guarantee compliance or suitability of the products it sells with any laws, codes or
regulations, nor does Imperial Supplies accept responsibility for construction, installation and/or use of a
product. It is customer'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.
Product cross-reference comparisons do not imply that products are available or perfectly comparable.
CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS.
Customer shall review all cross-referenced product specifications prior to purchase and use to determine
suitability of the product for customer's intended use.
Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access
to, any Imperial Supplies catalog, literature or websites does not constitute the right to purchase
products. Imperial Supplies reserves the right to revise publishing errors in its catalogs or any of its
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images
published in the catalog or on the website.
Safety Data Sheets ("SDS") for OSHA defined hazardous substances are
prepared and supplied by the manufacturers. IMPERIAL SUPPLIES MAKES NO WARRANTIES AND EXPRESSLY
DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE
SUITABILITY OF THE RECOMMENDATIONS IN ANY SDS/MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR
USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.
The State of California requires that certain warnings be given concerning products subject to Proposition
65. For products denoted with a 1 or
2 symbol the following warnings apply:
1 Warning: This product contains a product known to the State
of California to cause cancer.
2 Warning: This product contains a chemical known to the State
of California to cause birth defects or other reproductive harm.
Information on SDS and Proposition 65 regulated products are available: (i) by contacting Imperial
Supplies, 789 Armed Forces Dr., P.O. Box 11008, Green Bay, WI 54307-1008 or (ii) by calling 800-558-2808 or
faxing 800-553-8769. A complete list of Proposition 65 regulated chemicals is available by logging on to
Regulations in CA, MD and VT prohibit the introduction into commerce of any solder, flux, pipe, pipe or
plumbing fitting, or fixture intended to convey or dispense water for human consumption that is not "lead
free". The maximum allowable lead content is 0.25 percent lead in wetted surfaces of pipes, pipe fittings,
and plumbing fittings and fixtures, as determined by a weighted average. The maximum allowable lead content
is 0.2 percent lead in solder and flux.
It is customer's responsibility to advise Imperial Supplies whether this order is funded in any part by funds
from or related to the American Reinvestment and Recovery Act ("ARRA") (Pub. L. No. 111-5) (i.e., Stimulus
Funds). Upon request, Imperial Supplies will provide country of origin information so that customer may
determine compliance with any applicable requirements under ARRA Section 1605 or any other applicable
If Imperial Supplies and customer mutually agree to use an Electronic Data Interchange ("EDI") system to
facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of
sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must
be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records
under the business records exception to the hearsay rule, the best evidence rule or any other similar rule,
on the basis that such records were not originated or maintained in documentary form. Imperial Supplies and
customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and
will use reasonable security procedures to protect EDI records from improper access. In the event of a
conflict, the business records maintained by Imperial Supplies regarding EDI purchases made by customer
shall be deemed to be conclusive.
If customer elects to use a third party payment system provider ("Third Party Provider") and Imperial
Supplies is charged fees by the Third Party Provider, Imperial Supplies reserves the right to seek
reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of
funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights,
patents, domain names, product names, catalogs or any other intellectual property rights reserved by
Imperial Supplies, or any trademarks or service marks owned by suppliers to Imperial Supplies. All materials
contained on the www.imperialsupplies.com website are subject
to the ownership rights of Imperial Supplies and its suppliers. Customer shall have no right to copy or use
any of the intellectual property of Imperial Supplies or its suppliers without Imperial Supplies'
Imperial Supplies and customer are independent contractors and not principal and agent. Nothing contained in
these terms and conditions shall be construed to create a partnership, dealership, reseller, agency,
employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate
Imperial Supplies in any manner, nor may customer represent to anyone that it has the right to do so.
Imperial Supplies may procure product not available through the Imperial Supplies catalog or available on
www.imperialsupplies.com for a customer from other sources
("Sourced Product(s)"). Sourced Product is priced according to current market conditions on a per order
basis, and is shipped F.O.B. shipping with freight and handling fee paid by Imperial Supplies and charged to
customer. Sourced Product may not be returned. IMPERIAL SUPPLIES' LIMITED WARRANTY TERMS INCLUDED IN
THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE
MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER'S SOLE REMEDY.
Imperial Supplies may offer products manufactured or assembled to customers specifications
("Custom Product(s)"). Imperial Supplies is not responsible for verifying or confirming the accuracy of
specifications provided by customer to Imperial Supplies for Custom Products. IMPERIAL SUPPLIES'S
LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT
WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER
WARRANTIES ARE DISCLAIMED UNDER SECTION 1.C. ABOVE. All Custom Products are sold on a "FINAL SALE"
basis only, and no cancellations, returns, refunds or credits are allowed.
All product order cancellations, if not prohibited above, must be approved by Imperial Supplies, and may be
denied or subject to restocking fees and other charges.
Product returns, if not prohibited above, must be made within one (1) year from date of purchase, unless
otherwise indicated. Customer must call Imperial Supplies for return instructions. Returned product must be
in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all
cases. Product returns may be denied or made subject to restocking fees and other charges by Imperial
Imperial Supplies shall not be liable for any delay in, or impairment of, performance resulting in whole or
in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of
war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections,
epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability
to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials,
severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable
control of Imperial Supplies in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of Imperial
Supplies. Any actual or attempted assignment without Imperial Supplies' prior written consent shall entitle
Imperial Supplies to cancel such order upon notice to customer.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits
or claims upon any person or entity not a party hereto.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or
condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such
term or condition by the other party. All transactions shall be governed by the laws of the State of
Delaware, excluding its conflict of law rules, and venue shall either be in the state or federal courts in
New Castle County, State of Delaware.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent
jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the
remaining terms and conditions shall be valid and fully enforceable as written.
Imperial Supplies' acceptance of any order is subject to customer's assent to all of the terms and conditions
set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt
of Imperial Supplies' acknowledgment, or from customer's acceptance of all or any part of the products
ordered. No additions or modifications of Imperial Supplies' terms and conditions by customer shall be
binding upon Imperial Supplies, unless agreed to in writing by an authorized representative of Imperial
Supplies. If a purchase order or other correspondence submitted by customer contains terms or conditions
contrary or in addition to the terms and conditions contained herein or in Imperial Supplies'
acknowledgment, Imperial Supplies' fulfillment of any such purchase order shall not be construed as assent
to any of the terms and conditions proposed by customer, and will not constitute a waiver by Imperial
Supplies of any of the terms and conditions contained herein or in Imperial Supplies' acknowledgment.
The terms and conditions in: (i) Imperial Supplies' forms; (ii) acknowledgments; (iii) quotations; (iv)
invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference,
and constitute the entire and exclusive agreement between customer and Imperial Supplies.
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, PERFORMANCE OF SERVICES WILL BE
GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS ("ADDITIONAL SERVICE TERMS").
Services may be performed by: (i) Imperial Supplies, its employees and agents ("Imperial Supplies
Personnel"); (ii) Imperial Supplies affiliates ("Imperial Supplies Service Entities"); or third-party
subcontractors ("Third-Party Providers"). For purposes of this Section II, Imperial Supplies Personnel,
Imperial Supplies Service Entities and Third-Party Providers are each referred to as a "Service Provider"
and each Service Provider, together with its personnel, is referred to as "Service Provider
The terms and conditions contained in this Section II are extended solely by the specific Service
Provider performing services, and any obligations contained in this Section II do not apply to any other
Service Provider referenced in the foregoing paragraph. Depending upon the nature of the services provided,
the applicable Service Provider may require customer to execute additional contractual documents prior to
the performance of services.
In the event of a conflict between the Standard Terms and Conditions in Section I and the Additional
Service Terms in Section II, the Additional Service Terms in Section II shall prevail for the performance of
ALL SERVICES WILL (i) BE PERFORMED IN A WORKMANLIKE MANNER; (ii) CONFORM TO THE SPECIFICATIONS
(IF ANY) PROVIDED BY THE SERVICE PROVIDER IN A STATEMENT OF WORK; AND (iii) BE WARRANTED FOR A PERIOD OF
NINETY (90) DAYS AFTER PERFORMANCE OF SERVICES ("LIMITED WARRANTY PERIOD"). IF SERVICES ARE IMPROPERLY
PERFORMED AND CUSTOMER NOTIFIES THE SERVICE PROVIDER OF THE IMPROPERLY PERFORMED SERVICE DURING THE
LIMITED WARRANTY PERIOD, THEN THE SERVICE PROVIDER WILL RE-PERFORM THOSE SERVICES, IN WHOLE OR IN PART,
AS NECESSARY TO CURE THE PARTICULAR BREACH, OR AT THE SERVICE PROVIDER'S SOLE OPTION, REFUND THE AMOUNT
PAID BY CUSTOMER FOR THE SERVICES DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH. THE SERVICE PROVIDER'S
RE-PERFORMANCE OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE SERVICE DIRECTLY ATTRIBUTABLE TO THE PARTICULAR
BREACH SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION
II FOR SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE SERVICE PROVIDER DISCLAIMS,
AND CUSTOMER WAIVES, ALL OTHER WARRANTIES FOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. THE WARRANTIES SET
FORTH IN THIS SECTION II ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SERVICES FOR THEIR INTENDED PURPOSE
AND SHALL NOT APPLY TO SERVICES WHICH HAVE BEEN SUBJECT TO MODIFICATION BY CUSTOMER OR ANY THIRD
THE SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL,
EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SERVICES. THE SERVICE PROVIDER'S LIABILITY IN ALL
CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE FOR THE PERFORMANCE OF THE PORTION OF
SERVICES THAT GIVES RISE TO ANY PARTICULAR LIABILITY.
Except as otherwise agreed to by the parties, customer will be invoiced upon completion of services. Payment
terms are net thirty (30) days from the date of invoice. All other payment terms are as set forth in Section
Either party may terminate the service agreement at any time and for any reason upon thirty (30) days'
written notice to the other party. If terminated by customer, customer shall pay Service Provider an amount
equal to the greater of (i) Ten percent (10%) of the total project cost quotation thereto (the "Total
Project Cost"), or (ii) an amount equal to the Total Project Cost multiplied by the percentage completion
for such project at the time the notice of termination is given, as determined by Service Provider.
Customer shall defend, indemnify and hold harmless Service Provider and its respective officers, directors,
employees, subcontractors and agents (each individually, an "Indemnified Party") from and against any and
all any claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses
(including reasonable attorneys' fees) (collectively "Liabilities") for physical injury to, illness or death
of, any third party regardless of status and damage to or destruction of any tangible property which the
third party may sustain or incur, to the extent such Liabilities relate to the services; except for such
Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the
Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any
such claim as specified above, customer shall resist and defend such action, suit or proceeding by counsel
of its choice, at the sole expense of customer, provided that (i) the Indemnified Party notifies customer
promptly in writing of the claim; (ii) customer's counsel does not give rise to a conflict of interest with
respect to the Indemnified Party; (iii) customer has the sole control of the defense and all related
settlement negotiation but shall keep the Indemnified Party reasonably informed of status; and (iv) the
Indemnified Party provides customer with all reasonably necessary assistance, information, and authority to
perform the foregoing at customer's expense.
To the extent access to customer's premises is required, customer shall provide Service Provider Personnel
access to customer's premises free of charge as necessary for performance of services supplied by Service
Provider. Prior to starting any work at customer's premises, customer will: (i) provide documentation that
identifies any existing hazardous materials, or dangerous or potentially dangerous conditions on or about
customer's premises; and (ii) allow Service Provider Personnel, at its option, reasonable access to
customer's premises to perform or have performed a visual site inspection. Service Provider will have no
responsibility or liability for the actual existing conditions; or identifying, correcting or advising
customer of existing conditions on customer's premises ("Pre-Existing Conditions"), and customer shall be
responsible for and shall indemnify each Service Provider and each of the Service Provider Personnel from
and against any Liabilities arising out of or relating to any Pre-Existing Conditions, regardless of whether
previously disclosed to any Service Provider or Service Provider Personnel. Customer shall not attempt to
condition the right of Service Provider Personnel to obtain free access to customer's premises upon the
signing of any agreement, waiver, or release which in any way purports to affect the legal rights or
obligations of Service Provider or Service Provider Personnel. If any Service Provider Personnel signs such
an agreement, waiver, or release, it shall be of no force and effect.
Customer shall take all precautions, at all times, for the health and safety of Service Provider Personnel at
customer's premises, including but not limited to identifying to Service Provider all hazardous materials or
safety or health hazards to which Service Provider Personnel on customer's premises may be exposed; (i)
providing to Service Provider Personnel for review, and instructing Service Provider Personnel regarding
customer's safety practices; and (ii) proper and safe handling of, and protection of, Service Provider
Personnel from exposure to hazardous materials or dangerous conditions. Customer agrees to provide Service
Provider Personnel with all safety health and other protections required by law for customer's own
employees, including, without limitation, all protections required by federal, state and local laws,
standards, regulations, orders and other requirements under OSHA, and similar workplace safety and health
statutes and programs.
Customer agrees that the Service Provider may subcontract the performance of services to third parties.
Customer authorizes the Service Provider to disclose all information to the subcontractor, including
confidential information necessary for such performance of services by the subcontractor.
Customer acknowledges and agrees that any advice, recommendation, information or work product provided to
customer by Service Provider in connection with the services is for the sole use of customer and may not be
relied upon by any third party; and customer is prohibited from making such advice, recommendation,
information or work product available to any third party without prior written consent from Imperial
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF IMPERIAL SUPPLIES'
PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF IMPERIAL
SUPPLIES' PRODUCTS ("ADDITIONAL EXPORT TERMS"). IN THE EVENT OF A CONFLICT BETWEEN IMPERIAL SUPPLIES'
STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL EXPORT TERMS IN SECTION III, THE ADDITIONAL
TERMS IN SECTION III SHALL PREVAIL FOR EXPORT SALES OF IMPERIAL SUPPLIES' PRODUCTS.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by
Imperial Supplies. Customer further consents that submission of its order shall subject customer to the
jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.
Imperial Supplies is required to charge federal, state, local tax, applicable duties, and import fees on
products, or for providing a valid exemption certificate. Customer assumes responsibility for, and
unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties,
and expenses as may be applicable. When placing an order, customer shall indicate which products are tax
Payment can be made by checks, money orders or wire transfer. All other payment terms are as set forth in
Section I.A.4. Customer agrees to inform Imperial Supplies immediately if it intends to use any import or
export financing, or has or will be granting a lien or security interest on its inventory to any third
All Imperial Supplies export orders are shipped under INCOTERMS® 2010 rules as defined by the International
Chamber of Commerce. Unless otherwise stated and agreed, default shipping term is FCA Imperial Supplies
shipping location, excluding export customs clearance. Freight is collect from any Imperial Supplies
facility. Customer shall be responsible for obtaining insurance. At Imperial Supplies' option, this freight
policy may be subject to special terms and conditions for certain export orders. If any item is backordered
that qualifies for freight prepayment, that item will be shipped prepaid as customer's exclusive remedy.
Title and risk of loss for products shall pass when made available to customer on delivery to carrier in the
U.S.; provided that if payment has not been made at the time of shipment, Imperial Supplies shall retain
title (but not risk of loss) until payment has been made. If product is damaged in transit, customer's only
recourse is to file a claim with the applicable airline, carrier, vessel and/or insurance company; provided,
however, that if Imperial Supplies has not received payment in full at the time the product is damaged in
transit, customer shall be liable to Imperial Supplies to make payment for the product, and Imperial
Supplies shall also, if customer fails to make payment, have the exclusive right to file a claim with the
applicable airline, carrier, vessel and/or insurance company.
Customer represents and warrants that it is not designated on, or associated with, any party designated on
any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce
Department Bureau of Industry and Security ("BIS") Denied Persons List; Entity List or Unverified List; the
U.S. Treasury Department Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and
Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls ("DDTC") Debarred
Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and
regulations, including without limitation, the regulations administered by OFAC, the Export Administration
Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
It is specifically agreed that customer shall be the foreign principal party in interest and/or that its
freight forwarder shall act as customer's agent in such capacity for purposes of the Foreign Trade
Regulations or other regulatory purposes, and customer and its freight forwarder are responsible for all
routed export transactions documentation, including but not limited to the filing of the required Electronic
Export Information/Automated Export System records. At Imperial Supplies' request, customer or its freight
forwarder shall provide copies of any export, shipping, or import documentation prepared by customer or its
freight forwarder related to sales to customer by Imperial Supplies.
Customer is aware that Imperial Supplies' business practices prohibit bribery and corrupt behavior in any
form. Customer agrees that it is an independent contractor and it is and shall remain in compliance with all
applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with
government officials (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act). Customer
shall not offer or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment,
or any other similar benefit) either directly or indirectly to any government official for the purpose of
influencing any act or decision in connection with the purchase and resale of the products ordered from
Imperial Supplies. Customer shall not pay a gratuity, bribe or inducement to any government official, even
if it appears customary or consistent with prevailing business practices.
Actions by Imperial Supplies for non-payment by customer of the purchase price of products sold by Imperial
Supplies, or for redress of other breaches by customer of these terms and conditions, may be brought by
Imperial Supplies, at its option, before any U.S. or foreign judicial court of competent jurisdiction. At
Imperial Supplies' option, disputes between customer and Imperial Supplies, including all claims for
non-performance by Imperial Supplies, shall be finally settled by arbitration in Brown County, Green Bay,
Wisconsin, U.S., in accordance with the Commercial Arbitration Rules ("Rules") of the American Arbitration
Association, by a single arbitrator appointed in accordance with said Rules, applying these terms and
conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the
State of Delaware, U.S. The language of the arbitration shall be English.
Customer represents that it is purchasing products from the U.S. and importing them to the country specified
in the customer and Imperial Supplies documentation. Customer agrees that the products will be shipped to
the specified destination in compliance with the laws of such destination and the U.S., and that the
products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise
disposed of in a manner which may result in any non-compliance with applicable U.S. laws and regulations
relating to the product purchased by customer. Any commodities, technology and software will be exported
from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or
regulations. Diversion contrary to U.S. law is prohibited. If requested by Imperial Supplies, customer shall
provide documentation satisfactory to Imperial Supplies verifying delivery at the designated country.
Customer further agrees to inform Imperial Supplies at the time of order of any North American Free Trade
Agreement or other special documentation, packaging or product marking or labeling, but Imperial Supplies
shall not be responsible for providing any such documentation, packaging, marking or labeling other than
such documents that are necessary under U.S. export laws and regulations for export, unless Imperial
Supplies expressly agrees to do so.
Customer shall be responsible for obtaining any licenses or other official authorizations that may be
required by the country of importation and/or under the Export Administration Regulations, International
Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations.
The rights and obligations of the parties under these terms and conditions shall not be governed by the
provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the
United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms
and conditions shall be governed by the laws of the State of Delaware, U.S., including its provisions of the
Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal
action by customer with respect to any transaction must be commenced within one (1) year after the cause of
action has arisen.
Last Revised: September 2015