Terms and Conditions

Open Charge Account

To establish an open account with our Company, please call or write for a credit application to be emailed, mailed or faxed to you. We must have a written credit application in our files. This information will be kept in the strictest confidence and only given to another source with your authorization.

Orders

We welcome your orders whether by telephone, EDI, fax, mail or in person. Our experienced sales staff is qualified to answer your questions. Our fax number is operational 24 hours a day, 7 days a week.

Prices & Quotations

Feel free to contact us by telephone or fax for our current prices. Written price quotations are valid for the time period indicated on each quotation (usually 30 days). Telephone quotations are offered for immediate acceptance unless otherwise stated. Prices do not include applicable taxes, duties or shipping charges.

Except as provided in a separate written agreement, such as a Product Sale Agreement, negotiated by the parties and executed by authorized representatives of Seller and Buyer, each sale of Products or Services by Seller shall be governed by these Terms and Conditions of Sale ("Terms"). "Seller" refers to Alphasource, Inc. or one of its Affiliates, the name of which will be reflected on the invoice for the Products or Services purchased by Buyer. "Buyer" refers to the purchaser of Products or Services from Seller. "Product(s)" refers to any goods or other items of tangible personal property provided by Seller to Buyer. "Services" refers to safety services and/or any other service provided by Seller and charged to Buyer. Seller’s acceptance of any order is expressly subject to Buyer's assent to each and all of the terms and conditions set forth herein. These Terms represent the entire agreement with respect to the sale of Products and Services and, except as provided in a separate written agreement as set forth above, supersede all prior or contemporaneous written/oral communications between the parties and information in any Seller literature, website or catalog, and override and exclude any other terms and conditions stipulated, incorporated or referred to by Buyer, including without limitation any Buyer purchase order, and any prior course of dealing between the parties.

1. Agreement

Buyer shall not purchase any Products or Services on Seller’s website (the "Site") unless Buyer is an authorized, registered user of the Site. By purchasing any Products or Services on the Site, Buyer accepts, without limitation or qualification, these Terms governing such purchase. If Buyer does not agree and accept, without limitation or qualification, these Terms, Buyer may not purchase from the Site. If these Terms are construed to be an offer, this offer expressly limits acceptance by Buyer to these Terms and notice of objection to any different or additional terms is hereby given. Seller reserves the right to modify and update these Terms at any time by e-mail, the Site or other commercially reasonable methods, and Buyer should carefully review these Terms before each purchase. These Terms, as modified, shall apply to all purchases of Products and/or Services on or after such update.

2. Title To Products

Until Buyer pays Seller in full, title to the Products shall remain in Seller's name and Seller shall have a purchase money security interest in the Products. If Buyer shall default in any payments, Seller shall have all the rights as holder of such title or as such secured party under the Uniform Commercial Code and/or any other law then in force; and Seller may, in addition, retain as rental any payments received by Seller on account of the purchase price of the Products, whether Buyer's default shall have occurred before or after delivery. If Seller repossesses the Products, Seller may resell the Products after ten (10) days' prior written notice to Buyer. Seller may file one or more financing statements to perfect its security interests. If necessary, Buyer shall execute such financing statements upon request. Buyer shall not cover, modify or remove any identification or other indicia of Seller’s ownership on any rental equipment. Title to all rental equipment shall remain in Seller's name.

3. Terms of Payment

Unless otherwise specified, Buyer shall make payment in full within thirty (30) days after the date of Seller’s invoice. If Buyer fails to make any payment when and as due, Seller may charge Buyer interest at the lesser of one-and-one-half percent (1.5%) per month (minimum two dollars ($2.00)) or the highest rate permitted by law calculated from and excluding the due date thereof to and including the date of payment. If Buyer requests payment terms other than cash or cash on delivery (COD), Buyer represents that the purchases are made for business, commercial or agricultural purposes and not for personal, household, or family use. If Buyer has received credit approval from Seller, continued open account credit is subject to Seller's assessment of Buyer's financial condition and ability to pay. Buyer represents and warrants that Buyer is and shall remain solvent until Seller receives payment in full for the Products and/or Services. If Seller employs any collection agency or attorney to collect any amount due Seller, and/or to repossess any Products, Buyer shall pay all collection fees, attorneys' fees, and court costs, in addition to the amount otherwise unpaid.

4. Surcharges

Following notice from Seller, Buyer shall pay to Seller a surcharge in the event of any extraordinary, emergency or other unanticipated increases in the cost of manufacturing, supplying or distributing Product hereunder.

5. Delivery

Delivery method for all orders shall be as stated on the Seller’s delivery ticket and/or invoice and, if not stated therein, shall be FOB Seller's warehouse, or as otherwise determined by Seller. Seller shall have no obligation to arrange for any valuation of the Products over and above the valuation provided in the carrier's tariffs or other rate schedules at the lowest rates of carriage. Delivery date(s) are determined from the date of each order of Products and are estimates of approximate dates of delivery, not a guarantee of a particular day of delivery. If Buyer delays acceptance of the Products when delivered or ready for shipment, Buyer shall forthwith pay to Seller the full price of the Products and shall also pay Seller such warehousing and pier charges and other expenses as Seller may incur as a result of Buyer's delay. Seller reserves the right to decline or cancel any order at any time prior to shipment.

6. Claims

If you should experience damages or shortages with your shipment, please contact us immediately. If damage is concealed, save all packing materials and request inspection by the shipper. We will see that all issues are handled quickly.
All claims by Buyer having anything to do with any Products or Services furnished by Seller shall be made in writing within ten (10) days after the delivery of the Products or completion of the Services and failure of Buyer to give such notice shall constitute a complete waiver by Buyer of any such claims and defense for Seller against any such claims.

Damage Claims. Claims are filed by, and are the responsibility of the shipper. It is the receiver’s responsibility to contact the shipper within 48 hours to report damage. The receiver must hold the package until the carrier picks up and/or inspects the damaged product. Failure to do any of the above may invalidate the claim.
Refunds and Exchanges. All refunds and exchanges are at the discretion of Alphasource.
We will facilitate and assign the responsibilities for each party on returns and exchanges. Customers are responsible for any costs incurred by Alphasource to fulfill your order (i.e. shipping, labor, etc.). Alphasource is responsible to deliver the correct item in working condition to the customer. If the customer and Alphasource share responsibilities, then the refund/exchange will be apportioned accordingly.
Cancellations. To cancel an order, you must make personal contact with us before the product has been shipped. If it had already shipped, you would be responsible for the shipping and restocking charge.
Return of Products. Only reusable merchandise is returnable to seller with prior written Seller’s authorization. Custom manufactured products and special order, non-stock items are non-returnable. Authorized returns will be accepted at the discretion of Alphasource. Customers have 48 hours to notify us after receiving a damaged or non-working item. Undamaged merchandise must have been purchased within the previous 30 days and be returned in resalable condition. Opened or partially used merchandise will not be accepted for return credit. All returns must receive a return goods authorization number from customer service (number is valid for 7 days). Boxes without a RGA on the shipping label will not be accepted. Products cannot be accepted if their origin
al boxes are marked, damaged, written upon or if stickers or labels or any type are placed on them. Products must be in original packaging (include a copy of the invoice) and be returned freight prepaid (insured) to Alphasource. After inspection and acceptance, credit returns are subject to a restocking fee. All freight expenses incurred are to be paid by the customer. No credit will be issued on freight, handling charges or special fees.
Insurance. We inspect all returns. It is your responsibility to return products undamaged, except what’s noted or reported to us. We recommended that you insure packages that are returned to us.
Restock Fee. After inspection and acceptance, credit returns will be subject to a minimum of a $25.00 restocking fee or a 20% of the product(s) cost, whichever is greater.

7. Itemized Charges

The total amount due from Buyer may include various itemized charges, including: charges for the handling of hazardous materials and for compliance with laws and regulations concerning hazardous materials; charges for handling, delivery, and shipping; and/or charges for energy or fuel. None of the charges represents a tax or fee paid to or imposed by any governmental authority and all of the charges are retained by Seller. Seller has not specifically quantified the relationship between the charges and the actual costs associated with the charges, which can vary by product, service, time and place, among other things.

8. Remedies

BUYER’S EXCLUSIVE REMEDY FOR EACH UNEXCUSED FAILURE OF PRODUCT TO MEET SPECIFICATION SHALL BE, AT SELLER'S OPTION, TO RECEIVE A REFUND OF THE PRICE OF SUCH NON-CONFORMING PRODUCT OR REPLACEMENT THEREOF WITH PRODUCT THAT MEETS SUCH SPECIFICATION. BUYER’S EXCLUSIVE REMEDY FOR THE UNEXCUSED FAILURE BY SELLER TO DELIVER PRODUCT AS SPECIFIED, REGARDLESS OF THE CAUSE OF SUCH FAILURE, INCLUDING NEGLIGENCE, SHALL BE TO RECOVER THE DIFFERENCE BETWEEN THE COST TO BUYER OF ANY SUBSTITUTE FOR PRODUCT NOT DELIVERED AND THE LESSER PRICE OF SUCH QUANTITY OF PRODUCT HEREUNDER.

9. Representations of Buyer

Buyer represents, warrants and covenants that (i) Buyer will use the Products and/or Services in accordance with all applicable laws and regulations and in conformance with recognized industry and professional standards; (ii) Buyer has used its own independent skill and expertise in connection with the selection and use of the Products; (iii) Buyer possesses skill and expertise in the handling, storage, transportation, treatment, use and disposal of the Products; (iv) Buyer will ensure that the Products are safe for the intended use and that the Products are handled in a safe and professional manner; and (v) Buyer is a registered user of the Site and an authorized purchaser of the Products and/or Services. BUYER ACKNOWLEDGES THAT THERE MAY BE HAZARDS ASSOCIATED WITH THE USE OF THE PRODUCTS, THAT IT UNDERSTANDS SUCH HAZARDS, AND THAT IT IS THE RESPONSIBILITY OF BUYER TO WARN AND PROTECT ALL THOSE EXPOSED TO SUCH HAZARDS. BUYER SHALL HAVE THE SOLE RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF ANY OF SELLER’S PRODUCTS FOR THE USE CONTEMPLATED BY BUYER.

10. Indemnfication by Buyer

Buyer’s use of the Products and/or Services are at Buyer’s own risk, and Buyer shall defend, indemnify and hold harmless Seller from all liability and costs (including court costs and attorneys’ fees) resulting from claims, demands or actions brought against Seller by anyone (including without limitation any injuries or property damage) caused directly or indirectly by (i) Buyer’s breach of these Terms; (ii) Buyer’s negligence or willful misconduct related to any Products or Services; or (iii) Buyer’s violation of any applicable law related to any Products or Services.

11. Force Majeure

Seller’s performance hereunder is subject to floods, strikes or other labor disturbances, fire, accidents, war, delays of carriers, inability to obtain raw materials, failure or allocation of normal sources of supply, terrorist act, machinery or equipment breakdown, plant shutdown, restraints of government, (whether or not it later proves to be invalid), or any other similar or dissimilar cause beyond Seller’s reasonable control (“Force Majeure Event”). Seller shall not be liable for any damages resulting from a Force Majeure Event, and Buyer waives any right to assert a claim against Seller in respect thereof.

12. Taxes

Prices are exclusive of any amount of federal, state and/or local excise, sales, use, property, retailer’s occupation, gross receipts or similar taxes which may be imposed in connection with a transaction. If any such excluded tax is determined to be applicable, prices shall be increased by the amount of such tax. In the event that Buyer claims exemption, full or partial, from such taxes, a properly completed exemption certificate with a list of the applicable exempt purchases, which will be acceptable to the appropriate taxing authorities, must be provided. Buyer will provide the applicable exemption certificate for each Buyer location. Should such certificate be found invalid, Buyer agrees to bear the burden of any interest and penalties assessed.

13. Compliance/ MSDS

Buyer, its employees and agents shall comply with all applicable federal, state and local laws regarding the safe handling, transportation and use of the Products, including without limitation under the Emergency Planning and Community Right-To-Know Act and the Occupational Safety and Health Act. Buyer acknowledges and agrees that Seller has provided Buyer with access to all relevant Material Safety Data Sheets (MSDS). Buyer understands that the Products must not be used without first consulting the MSDS. Buyer will familiarize itself with and instruct its employees regarding all information and precautions disclosed in the safety and health information, including without limitation any MSDS, transmitted to Buyer by Seller or otherwise available to Buyer from Seller at any other time.

14. Technical Assistance

Unless otherwise expressly agreed: (i) any technical advice provided by Seller with respect to the use of Products or Services furnished to Buyer shall be without charge; (ii) Buyer shall have sole responsibility for selection and specification of the Products or Services appropriate for the end use of such Products or Services; and (iii) SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ASSUMES NO OBLIGATION OR LIABILITY FOR ANY TECHNICAL ADVICE, OR FOR ANY RESULTS OCCURRING AS A RESULT OF THE APPLICATION OF SUCH ADVICE. Examples of such complimentary technical advice include, without limitation, brochures, literature, website or catalog descriptions, MSDSs / SDSs, free on-line training resources, and similar information materials.

15. Assignment

Buyer shall not assign these Terms, in whole or in part, without Seller’s prior written consent, and any prohibited assignment shall be null and void.

16. Severability

If any provision of these Terms is or becomes invalid under any applicable law, then such provision shall be deemed reformed or deleted, but only to the extent necessary to comply with any such applicable law, and the remaining provisions of these Terms shall remain in full force and effect.

17. Attorneys’ Fees

In the event any action or legal proceeding is brought by Seller to enforce, interpret, protect or establish any provision of these Terms or right or remedy, Seller shall be entitled to recover as part of such action or proceeding, in addition to any other relief granted, reasonable attorneys’ fees and costs.

18. Governing Law; Class Action And Trial By Jury Waiver

These Terms shall be governed by and construed in accordance with the substantive law of the State of Pennsylvania, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Products and The Uniform Computer Information Transactions Act will not, for any purpose, govern or apply to these Terms or any transactions, performance or disputes hereunder. Both parties hereto hereby waive all right or entitlement to trial by jury in connection with any dispute that arises out of or relates in any way hereto or to Product or Services supplied hereunder. Any claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum.

19. Amendment; Beneficiaries

These Terms may be amended or supplemented only in a writing executed by authorized representatives of Buyer and Seller. No person other than an authorized representative of Seller has any authority to agree on Seller’s behalf to any terms not set forth herein. As a part of the consideration for these Terms, the applicable provisions of Section 10 (Limitation of Liability) and Section 11 (Remedies) shall extend to and be enforceable by and for the benefit of Seller’s Suppliers.

This website, www.alphasourceintl.com (the “Site”) is provided by Alphasource, Inc. (“Company”), to the person accessing the site(“you” or “your”).

1. You Agree to These Terms by Using the Site

Your access to, and use of, the site is subject to the following Terms and Conditions of Use and all applicable laws and regulations. By accessing and using the Site, you accept. Without limitation or qualification, these Terms and Conditions of Use. Company may, at any time and without notice to you, modify these Terms and Conditions of Use by revising them on the Site. Your continued use of the Site constitutes your acceptance of any such revisions. You should therefore periodically visit this page to review the current Terms and Conditions of Use.

We reserve the right to modify any programs, policies, information, products and services contained on the Site at any time and without notice to you. Visitors who use information contained on the Site or make decisions based on such information do so at their own risk. These Terms and Conditions of Use may not be modified, supplemented, or qualified except in writing signed by you and Company. The failure by Company to enforce at any time any of the provisions in these Terms and Conditions of Use will in no way be construed as a waiver of such provisions. If you do not agree and accept, without limitation or qualification, these Terms and Conditions of Use, you must exit the Site immediately.

2. Access and Use of Information

You may use the Site, and any information contained on the Site, solely for legitimate business purposes. Any access or attempt to access other areas of Company’s computer systems or other information contained on its systems for any purpose is strictly prohibited.

3. Submissions

The Site may, from time to time offer interactive features that allow users to submit content to the Site. Company does not and cannot review all such content, and is not responsible for such content.

You acknowledge that providing the ability to view and distribute your user-generated content on the Site, Company is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability related thereto. However, Company reserves the right to block or remove communications or materials that it determines to be unacceptable to Company at its’ sole discretion.

Harassment in any manner or form on the Site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Company employee, host, or representative, as well as other members or visitors on the Site is prohibited. You may not upload to, distribute, or otherwise publish through the Site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute of encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law.

All remarks, suggestions, ideas, graphics or other information communicated to Company through the Site will forever be the property of Company. Company shall have exclusive ownership of all present and future existing rights to the information, without compensation to the person sending the information.

4. Notice; Electronic Communications

When you visit the Site or send e-mails to Company, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

5. Privacy

Company’s Privacy Policy is incorporated and made part of these Terms and Conditions of Use. You hereby agree to such Privacy Policy. Any personal data (for example, your name, address, telephone number or e-mail address) that you transmit to the Site by electronic mail or otherwise will be used by Company in accordance with the Privacy Policy. Any other communication or material you transmit to the Site, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary.

6. Typographical Errors

In the event that a service or product is mistakenly listed at an incorrect price or with incorrect specifications, Company reserves the right to refuse or cancel any orders placed for the product or service listed incorrectly, whether or not the order has been confirmed and whether or not you have been charged for such product or service. If your credit card has already been charged for the purchase and your order is cancelled, Company shall issue you a credit (to your credit card account or otherwise) in the amount of the incorrect price.

7. Disclaimer of Warranties

THE SITE, INCLUDING ITS CONTENT AND MATERIALS, IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT OPERATION OF THE SITE WILL BE UNINTERRUPTED OF FREE FROM ERRORS, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8. Indemnification

You agree to indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms and Conditions of Use or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Site using your Internet account.

9. Limitations of Liability

YOUR USE OF THE SITE IS AT YOUR OWN RISK. NEITHER COMPANY, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR ITS CONTENT, ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

10. Third-Party Links

In an attempt to provide increased value to our visitors, Company may link to sites operated by third parties. However, even if the third party is affiliated with Company, Company has no control over these linked sites, all of which may have separate privacy and data collection practices, independent of Company. These linked sites are only for your convenience and therefore you access them at your own risk. Without limiting the foregoing, Company specifically disclaims any responsibility if such sites: infringe any third party’s intellectual property rights; are inaccurate, incomplete or misleading; are not merchantable or fit for a particular purpose; do not provide adequate security; contain viruses or other items of a destructive nature; or are libelous or defamatory.

Company does not endorse the content, or any products or services available, on such sites. Nonetheless, Company seeks to protect the integrity of its Site and the links placed upon it and therefore requests any feedback on not only its own Site, but for sites it links to as well (including if a specific link does not work).

11. Trademarks

The Site contains many Company and third-party trademarks and service marks. All marks are the property of their respective companies, and such marks may not be used without the consent of such party. All rights in the intellectual property contained in the Site including copyright, trademarks, trade secret and patent rights are hereby reserved by Company. Access to the Site does not constitute a right to copy or use any intellectual property of Company or its suppliers. Statutory notice contained herein represents trademark status in the United States.

12. Copyright

All content contained on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Company or its suppliers and protected by United States and international copyright laws. Company hereby authorizes you to make a single copy of the content herein for your use in learning about, evaluating, or acquiring Company services or products. You agree that any copy made must include Company’s copyright notice. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained herein. You agree not to change or delete any proprietary notices from materials printed or downloaded from the Site.

13. Copyright Complaints

Company respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at 215.844.6470 and request to speak with the Marketing Communications Department.

14. Export Control

Software and other materials downloaded or otherwise made available from the Site may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from the Site may be downloaded or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders.

Company does not authorize the downloading or exportation of any software or technical data from the Site to any jurisdiction prohibited by the United States Export Control Laws.

15. Law and Jurisdiction

These Terms and Conditions of Use and your use of the Site are governed by the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions. You and Company consent to the exclusive venue in the state and federal courts of the Commonwealth of Pennsylvania for any and all disputes arising out of, relating to or concerning these Terms and Conditions of Use and/or the Site or in which these Terms and Conditions of Use and/or the Site are a material fact.

16. Assignment

Company may assign its rights and duties under these Terms and Conditions of Use to any party at any time without notice to you.

17. Severability

If any provision of these Terms and Conditions of Use shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions of Use.

18. Questions and Feedback

Any questions and feedback about the Site or these Terms and Conditions of Use should be directed to talk@alphasourceintl.com or call 215.844.6470.

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