Website User Agreement

CALSENTRY WEBSITE USER AGREEMENT

Please read these terms and conditions carefully. They contain important information concerning customer’s (“Customer”) legal rights, warranties, obligations and available dispute resolutions remedies. They also provide that if Calsentry is unable to resolve any matter to Customer’s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.

1. Customers

This website and company cater to wholesale and individual customers.

2. Prices.

Prices shown for products are “Internet” pricing.  At times special discounts may be available.

3. Sales Tax.

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.

4. Payment and Credit Terms.

We credit cards on the website.  For Customers with established, payment terms are net thirty (30) days from the date of shipment or pick-up of products. All credit extended is at our sole discretion, and may be reduced or revoked at any time, for any reason. As a condition for the continued extension of credit, Customer agrees to provide current credit information and the latest annual financial statement within five (5) business days following request. Calsentry reserves the right to charge a convenience fee for late payments, and 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.

If the Customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with our credit terms, or fails to supply adequate assurance of full performance within a reasonable time after requested, Calsentry 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. If Customer fails to comply with these payment terms, Calsentry may, at its sole discretion, and without notice, immediately terminate any agreements it has with Customer. Upon such termination all amounts owed by Customer shall become immediately due and payable.

5. Security Interest.

Customer hereby grants to Calsentry 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 Calsentry. Customer agrees to file, and it permits and authorizes Calsentry to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of lien or security interest.

6. Credit Balance.

Customer agrees that any credit balance(s) issued by Calsentry must be used within two (2) years from the date the credit was issued and may only be used for purchases of products. Any unused credit or portion thereof will automatically expire after two (2) years, or be processed pursuant to state law.

7. DISPUTE RESOLUTION - ARBITRATION

Any dispute of any sort that might arise between Calsentry and Customer, including any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through Calsentry, or arising from or relating to any communication between Customer and Calsenty or its agents, will be resolved by binding arbitration, rather than in court, and solely on an individual basis and not in a class, consolidated or representative action, except that Customer may assert claims in small claims court if Customer’s claims qualify.

Customer acknowledges and agrees that it is waiving the right to sue or go to court to secure relief. The Federal Arbitration Act and federal arbitration law apply to all disputes between Calsentry and Customer, including any disputes relating to or arising from any purchases made by Customer.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).

If any provision of this Section B, is held to be invalid or unenforceable, then that provision or portion notwithstanding, this Section B will remain in force and effect, and such provision or portion will be deemed omitted, and this Section B will be construed as if such provision had not been contained herein.

Calsentry and Customer both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

8. FREIGHT POLICY

Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Calsentry charges a shipping and handling fee, (which includes internal handling and related costs), 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 U.S. $1500 (including any backorders) are shipped freight free for standard parcel delivery. 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, less than truckload (LTL) shipments, 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.

9.PRODUCT INFORMATION

Calsentry is a distributor of products. Information about the products in the Calsentry catalog or web site is provided by the manufacturers and/or suppliers. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any Calsentry catalog, literature or websites does not constitute the right to purchase products. Calsentry reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the Calsentry catalogs and websites, and Calsentry reserves the right to correct or change such pricing errors without notice. Calsentry further reserves the right to cancel any and all orders resulting from such pricing errors, even if Customer has received an order confirmation from Calsentry.

10. Independent Contractors.

Calsentry 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 Calsentry in any manner, nor may Customer represent to anyone that it has the right to do so.

11. Right to Subcontract.

Business Customer agrees that the Service Provider may subcontract the performance of services to third parties. Business Customer authorizes the Service Provider to disclose all information to the subcontractor, including confidential information necessary for such performance of services by the subcontractor.

12. Custom Product.

Calsentry may offer products manufactured or assembled to Customers specifications (“Custom Product(s)”). Calsentry is not responsible for verifying or confirming the accuracy of specifications provided by Customer to Calsentry for Custom Products. CALSENTRY'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 OF THE CUSTOM PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER SECTION I.C.3 ABOVE. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.

13. Cancellation.

All product order cancellations, if not prohibited above, must be approved by Calsentry, and may be denied or subject to restocking fees and other charges.

14. Choice of Law and Venue.

All transactions shall be governed by the laws of the State of California, excluding its conflict of law rules, and to the extent allowed under these terms and conditions, both Calsentry and Customer agree that venue shall be proper either in the state courts in Orange County, California or the federal courts for the Central District of California.

15. Severability.

If any portion of these terms and conditions is found to be invalid or unenforceable, 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.

16. Modification of Terms.

Calsentry’s 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 Calsentry’s acknowledgment, or from Customer’s acceptance of all or any part of the products ordered. No additions or modifications of Calsentry’s terms and conditions by Customer shall be binding upon Calsentry, unless agreed to in writing by an authorized representative of Calsentry. 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 Calsentry’s acknowledgment, Calsentry’s 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 Calsentry of any of the terms and conditions contained herein or in Calsentry’s acknowledgment. Calsentry reserves the right to accept or reject any order.

17. Complete Agreement.

The terms and conditions in: (i) Calsentry’s forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and Calsentry.

18. Authorization.

Business Customers represent that any person accepting these Terms of Sale on behalf of the Business Customer is authorized to do so and that all employees and representatives of the Business Customer who access Calsentry.com or any other Calsentry website or application on behalf of the Business Customer or otherwise purchase products from Calsentry on behalf of Business Customer have the legal right, and are duly authorized, to make such purchases and further authorized to enter into agreements relating to the purchase of products or services or to obtain pricing or discounts from Calsentry on behalf of Business Customer. Business Customers hereby agree to indemnify and hold Calsentry harmless against any breach of this representation.

19. LIMITATION OF LIABILITY.

CALSENTRY AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SERVICES. THE LIABILITY OF CALSENTRY OR ANY THIRD-PARTY PROVIDER PERFORMING SERVICES 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.

20. Termination.

Service Provider or Business Customer may terminate their service agreement at any time and for any reason upon thirty (30) days’ written notice to the other party. If terminated by Business Customer, Business 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.

21. Indemnity.

Business Customer shall defend, indemnify and hold harmless Calsentry, Third-Party Providers, and their respective officers, directors, employees, subcontractors and agents (each individually, an “Indemnified Party”) from and against any and all 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, Business Customer shall resist and defend such action, suit or proceeding by counsel of its choice, at the sole expense of Business Customer, provided that (i) the Indemnified Party notifies Business Customer promptly in writing of the claim; (ii) Business Customer’s counsel does not give rise to a conflict of interest with respect to the Indemnified Party; (iii) Business 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 Business Customer with all reasonably necessary assistance, information, and authority to perform the foregoing at Business Customer’s expense.

Last Update Sept 13, 2017