
TERMS A D CO DITIO S OF SALE
HD Electric Company is herein referred to either as “HDE” or “Seller” and the customer or person or entity purchasing goods or services (hereinafter collectively referred to as “Goods”) is referred to as the “Buyer”. These
Terms and Conditions, any price list or schedule, quotation, acknowledgment or invoice from HDE relevant to the sale of the Goods and all documents incorporated by specific reference therein, constitute the complete and
exclusive statement of the terms of the agreement governing the sale of Goods by HDE to Buyer. Buyer’s acceptance of the Goods will manifest Buyer’s assent to these terms and conditions without variation or addition.
Any different or additional terms in Buyer’s purchase order or other Buyer documents are hereby objected to. HDE reserves the right in its sole discretion to refuse orders.
1. PRICES A D TAXES: Unless a fixed price is quoted, the price at which this order is accepted is subject to adjustment to HDE’s price in effect at the time of order. Any current or future tax or governmental charge (or
increase in same) affecting Seller’s costs or production, sale or delivery or which Seller is otherwise required to pay or collect in connection with the sale, purchase, delivery, storage, processing, use or consumption of Goods
(but excluding any tax on Seller’s net income or profit) shall be for Buyer’s account and shall be added to the price.
2. TERMS OF PAYME T: Terms are stated on HDE’s invoice in U.S. currency. HDE shall have the right, among other remedies, either to terminate this agreement or to suspend further performance under this and/or other
agreements with the Buyer in the event Buyer fails to make any payment when due, which other agreements Buyer and Seller hereby amend accordingly, or HDE otherwise deems itself insecure. Buyer shall be liable for all
expenses, including attorneys’ fees, relating to the collection of past due amounts. Should Buyer’s financial responsibility become unsatisfactory to HDE, cash payments or security satisfactory to HDE may be required by
HDE for future deliveries and for the goods theretofore delivered. f such cash payment or security is not provided, in addition to HDE’s other rights and remedies, HDE may discontinue deliveries. HDE may apply a finance
charge for payments made by credit card.
3. SHIPME T A D DELIVERY: Unless otherwise expressly provided, shipments are made F.O.B. HDE’s shipping point. Risk of loss or damage and responsibility shall pass from HDE to Buyer upon delivery to and receipt
by common carrier. Any claims for shortages or damages suffered in transit are the responsibility of Buyer and shall be submitted by the Buyer directly to the carrier. Shortages or damages must be acknowledged and signed
for at the time of delivery. While HDE will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by HDE, all shipping dates are approximate and not guaranteed. HDE reserves the
right to make partial shipments. HDE, at its option, shall not be bound to tender delivery of any Goods for which Buyer has not provided shipping instructions. f the shipment of the Goods is postponed or delayed by Buyer
for any reason, Buyer agrees to reimburse HDE for any and all handling and storage costs and other additional expenses resulting therefrom. All claims for shipping errors, lost shipments or any other discrepancies must be
made within ninety (90) days or they will be disallowed and deemed waived.
4. HDE LIMITED WARRA TY: HDE covers its products with a manufacturer’s warranty against defects in material or workmanship for a period of ten years in the case of Capacitor Controls and in all other circumstances
for a period of one year, unless otherwise stated by HDE in writing. To take advantage of this warranty, the complete product must be delivered prepaid to HDE or any HDE Authorized Service Center. This warranty shall
not apply to any Goods including but not limited to products which: (a) Have been repaired or altered outside HDE’s factory (or Authorized Service Center) or in any manner so as, in HDE’s judgment, to affect its serviceability
or proper operation; (b) Have been subjected by persons other than HDE (or Authorized Service Center) to improper handling, operation, maintenance, repair or alteration; and, (c) Have been subjected to normal wear and
tear, misuse, negligence, improper installation or accident. HDE’s obligation under this warranty, and the Buyer’s exclusive remedy for the breach thereof, shall be limited to, at HDE’s option, repair or replacement of any
allegedly defective Goods or issuance of credit. HDE requires the return of any allegedly defective Goods, transportation prepaid, before honoring any claim. All returned Goods are subject to inspection, and if examination
does not disclose any defect covered by this warranty, replacement of such Goods or issuance of credit for same will not be approved.
THE FOREGO NG CONST TUTES HDE’S SOLE WARRANTY RESPONS B L TY AND BUYER’S EXCLUS VE REMEDY WHETHER SOUND NG N TORT, CONTRACT, STR CT L AB L TY OR OTHERW SE, EXCEPT
AS OTHERW SE EXPRESSLY SET FORTH N TH S AGREEMENT. THERE ARE NO OTHER WARRANT ES, EXPRESS OR MPL ED, WHETHER OF MERCHANTAB L TY, F TNESS FOR A PART CULAR PURPOSE,
OR OTHERW SE. No employee, agent, dealer, or other person is authorized to give any warranty on behalf of HDE. This warranty extends only to persons or organizations who purchase the Goods from HDE for resale.
5. LIMITATIO OF REMEDY A D LIABILITY: THE SOLE A D EXCLUSIVE REMEDY FOR BREACH OF A Y WARRA TY HEREU DER SHALL BE LIMITED TO REPAIR, CORRECTIO , REPLACEME T OR
CREDIT U DER SECTIO 4. HDE SHALL OT BE LIABLE FOR DAMAGES CAUSED BY DELAY I PERFORMA CE, A D I O EVE T, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTIO
(WHETHER BASED I CO TRACT, I FRI GEME T, EGLIGE CE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL HDE’S LIABILITY TO BUYER A D/OR ITS CUSTOMERS EXCEED THE PRICE
PAID BY BUYER FOR THE SPECIFIC GOODS GIVI G RISE TO THE CLAIM OR CAUSE OF ACTIO , A D BUYER SHALL I DEM IFY HDE FOR A Y DAMAGES I EXCESS THEREOF. BUYER AGREES THAT
I O EVE T SHALL HDE’S LIABILITY TO BUYER A D/OR ITS CUSTOMERS I CLUDE SPECIAL, I DIRECT, I CIDE TAL, CO SEQUE TIAL OR PU ITIVE DAMAGES OF A Y CHARACTER I CO ECTIO
WITH THE SALE, RESALE OR USE OF THE GOODS, WHICH ARE WAIVED BY BUYER A D AS TO WHICH BUYER SHALL I DEM IFY HDE. The term “consequential damages” shall include, but not be limited to,
loss of anticipated profits, business interruption, loss of use of revenue, cost of capital or loss of or damage to property, equipment, or data, or loss of reputation. Further, Buyer shall indemnify and hold HDE harmless from
any liability to Buyer, Buyer’s employees, workers, contractors or any other persons arising out of Buyer’s, and any other persons’, use of the Goods. All instructions and warnings supplied by HDE will be passed on to those
persons who use the Goods. HDE’s Goods are to be used in their recommended applications and all warning labels adhered to the Goods by HDE shall be left intact. t is impossible to eliminate all risks associated with the
use of the Goods. Risks of serious injury or death, including risks associated with electrocution, arcing and thermal burns, are inherent in work in and around energized electrical systems. Such risks arise from the wide variety
of electrical systems and equipment to which Goods may be applied, the manner of use or application, weather and environmental conditions or other unknown factors, all of which are beyond the control of HDE. HDE does
not agree to be an insurer of these risks, and shall have no liability for any claims arising from such risks. WHEN YOU BUY OR USE THESE PRODUCTS, YOU AGREE TO ACCEPT THESE R SKS.
6. EXCUSE OF PERFORMA CE (FORCE MAJEURE): HDE shall not be liable for delays in performance or for non-performance due to acts of God; acts of Buyer; war; fire; flood; weather; sabotage; strikes, labor disputes,
civil disturbances or riots; governmental requests, restrictions, allocations, laws, regulations, orders or actions; unavailability of or delays in transportation; default of suppliers; or unforeseen circumstances or events beyond
HDE’s reasonable control. Deliveries or other performance may be suspended for an appropriate period or cancelled by HDE upon notice to Buyer in the event of any of the foregoing, but the balance of this agreement shall
otherwise remain unaffected. f HDE determines that its ability to supply the total demand for the Goods, or to obtain material used directly or indirectly in the manufacture of the Goods, is hindered, limited or made impracticable
due to causes set forth herein, HDE may allocate its available supply of the Goods or such material (without obligation to acquire other supplies of any such Goods or materials) among itself and its purchasers on such basis
as HDE determines to be equitable without liability for any failure of performance which may result therefrom.
7. CHA GES: HDE reserves the right to change designs and specifications for standard Goods without prior notice to Buyer, but not with respect to custom Goods being made for Buyer. HDE shall have no obligation to
install or make such change in any Goods manufactured prior to the date of such change.
8. ASSIG ME T: Buyer shall not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of HDE, and any such assignment, without such consent, shall be void.
9. I STALLATIO : Buyer shall be responsible for receiving, inspecting, testing, storing, installing, starting up and maintaining all Goods.
10. I SPECTIO /TESTI G: Buyer, at its expense, agrees that it will promptly inspect the Goods upon receipt thereof, and in no event later than thirty (30) days from the date of receipt of the Goods. Buyer shall deliver to
HDE within fifteen (15) days of inspection, but in no event later than forty-five (45) days from the date of receipt of the Goods, written notice of any and all deficiencies, defects, variations from specifications or complaints of
any kind with respect to the quantity, quality, condition, shipment, performance, price or appearance of the Goods so received by Buyer. n the event no such written notice is received by HDE, Buyer shall be deemed
conclusively to have inspected and accepted all such Goods unconditionally and to have waived any and all rights and claims, including without limitation any right to reject the Goods or to claim damages in respect thereof.
Buyer may not return goods without first advising HDE of the reasons therefore, obtaining from HDE a material authorization number and observing such instructions as HDE may give in authorizing such return. n the event
a return is authorized by HDE, a restocking for any Goods requiring repackaging or maintenance a twenty percent (20%) restocking fee shall be assessed to Buyer in the final credit amount.
11. SERVICES: f this agreement requires HDE to perform or provide any services, HDE (including without limitation its successors, assigns, agents or any person or entity acting at HDE’s direction) shall not be responsible
for any damages, claims, liabilities or expenses of any nature arising out of such services.
12. U.S. EXPORT CO TROL LAWS: All Goods sold to Buyer by HDE hereunder are subject to U.S. Export Control Laws. Buyer hereby agrees not to re-sell or divert any goods contrary to such laws.
13. COMPLIA CE: Seller/Contractor shall comply with all applicable federal, state or local laws, rules, regulations, or orders. Seller/Contractor shall comply with Executive Order 11246, as amended by Executive Order
11375, and the applicable provisions of the Office of Federal Contract Compliance Programs (OFCCP), 41 CFR Part 60, which are incorporated herein by this reference. Buyer shall comply with all applicable federal, state,
or local laws, rules, regulations or orders including but not limited to the Foreign Corrupt Practices Act of 1977, as amended. HDE reserves the right to delay or refuse delivery if requests for reasonable assurances of Buyer’s
compliance are not tendered as requested.
14. MISCELLA EOUS: These terms and conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter hereof. No change, modification, rescission, discharge,
abandonment, or waiver of these terms and conditions shall be binding upon HDE unless made in writing and signed on its behalf by its duly authorized representative. No conditions, usage or trade, course of dealing or per-
formance, 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 Seller. No modification shall be effected
by HDE’s receipt or acceptance of Buyer’s purchase orders, shipping instruction forms, of other documentation containing terms at variance with or in addition to those set forth herein, all of which are objected to by HDE.
Any such modifications or additional terms are specifically rejected by HDE. No waiver by HDE with respect to any breach or default of any right or remedy and no course of dealing, shall be deemed to constitute a continuing
waiver of any other breach or default of any other right or remedy, unless such waiver be expressed in writing and signed by HDE. All typographical or clerical errors made by HDE in any quotation, acknowledgment or
publication are subject to correction. Validity and performance relating to the interpretation and effect of this agreement shall be governed by the laws of the state of llinois without regard to its conflict of law principles.
15. DISPUTE RESOLUTIO : n the event of any dispute NCLUD NG, BUT NOT L M TED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, CLA MS BASED N TORT, NEGL GENCE, PRODUCT L AB L TY,
FRAUD, MARKET NG, STATE OR FEDERAL REGULAT ONS, ANY CLA MS REGARD NG THE ENFORCEAB L TY OF TH S L M TED WARRANTY, AND THE WA VER OF CLASS ACT ON TR ALS between Buyer
and Seller, either may choose to resolve the dispute by binding arbitration, as described below, instead of in court. TH S MEANS F E THER BUYER OR SELLER CHOOSE B ND NG ARB TRAT ON, NE THER PARTY
SHALL HAVE THE R GHT TO L T GATE SUCH CLA M N COURT OR HAVE A JURY TR AL. D SCOVERY AND APPEAL R GHTS ARE L M TED N B ND NG ARB TRAT ON. Buyer and Seller agree that the proper
venue if
Arbitration is not so chosen by Buyer or Seller of all actions arising in connection herewith shall be only in the state of llinois and the parties agree to submit to such jurisdiction. No action, regardless of form, arising out of
transactions relating to the agreement, may be brought by either party more than two (2) years after the cause of action has accrued. The U.N. Convention on Contracts for the nternational Sales of Goods shall not apply
to this agreement.
16. CLASS ACTIO WAIVER: B ND NG ARB TRAT ON MUST BE ON AN ND V DUAL BAS S. TH S MEANS NE THER BUYER NOR SELLER MAY JO N OR CONSOL DATE CLA MS N ARB TRAT ON BY OR
AGA NST OTHERS, OR L T GATE N COURT OR ARB TRATE ANY CLA MS AS A REPRESENTAT VE OR MEMBER OF A CLASS OR N A PR VATE ATTORNEY GENERAL CAPAC TY. ADM N STRAT ON OF AR-
B TRAT ON: The binding arbitration must be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and/or Supplementary Procedures for Consumer-Related
Disputes (including proceedings to mitigate costs of travel). This binding arbitration is governed by the Federal Arbitration Act (“FAA”) (9 USC §1, et. seq.) and will govern the interpretation and enforcement. The binding
arbitration shall be held at a location determined by AAA or at such other location as mutually agreed. n addition to the terms stated above, the following will apply to the binding arbitration: (1) the arbitrator, and not any
federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including any claim that all or any part of this
Agreement is void or voidable; (2) the arbitrator shall apply llinois law consistent with the FAA.
HD Electric Company is committed to ongoing review and improvement of its product lines,
and thus reserves the right to modify product design and specifications without notice.
HD Electric Company®products are available through HDE®sales representatives worldwide.
HD Electric Company is ISO 9001:2015 certified
U.S. Patent D664457 S1 Printed in U.S.A. © HD Electric Company 2019 • Bulletin No. V-DETECT M-200b