Terms and Conditions
Prices of Manufacturer’s products (“Products”) are subject to change without notice. Quotations are conditioned upon acceptance by Distributor within 30 days of date of quotation unless otherwise stated therein and are subject to correction for typographic or clerical errors. Sales order confirmation will be considered accepted by Distributor if objection is not submitted in writing to Manufacturer’s Customer Service within (1) one week of receipt. All prices exclude sales, use, occupation, license, excise and other taxes in respect to manufacture or delivery. Unless a proper exemption certificate is furnished to Manufacturer, all such taxes shall be paid by the Distributor to Manufacturer.
Terms and Conditions of Payment
Terms of payment are Net 30 from date of invoice. Past due accounts will be subject to a service charge equal to the lesser of 2% per month or the highest rate allowed by applicable law from the date of the invoice. If any proceedings be instituted by or against Distributor under any bankruptcy or insolvency law, or if Distributor shall fail to make timely payment on this or any other order, or if, in Manufacturer’s judgment, Distributor’s financial situation justifies such action, Manufacturer may, at its election, require payment in advance or cancel the order as to any unshipped item and require payment of its reasonable cancellation charges. If Distributor delays completion of manufacture, Manufacturer may elect to require payment according to percentage of completion. Product held for Distributor shall be at Distributor’s risk and expense. In all cases, regardless of partial payment, title to the Products shall remain in Manufacturer until payment for the Products (including any notes given therefor) has been made in full. Should legal action be necessary to enforce payment of an unpaid invoice, Distributor will be liable to Manufacturer for any court or other related costs, including reasonable attorney fees. All orders are subject to credit check and approval prior to shipment. Minimum invoice amount $50 net. A $300 minimum opening order is required on hot and cold pack product lines for new accounts.
Imports and Exports
If no agreement is in place between Distributor and Manufacturer, the Distributor is responsible for import and compliance applicable to the products purchased per local regulations. Distributor is responsible for obtaining an import license prior to the placement of an order.
Distributor is responsible for following best practices per the U.S. Department of Commerce (https://www.bis.doc.gov/index.php/compliance-a-training/export-management-a-compliance/transshipment-best-practices)
Return Goods Authorization
No Products shall be returned without a Return Goods Authorization (RGA) from Manufacturer’s Customer Service. Returns must reference the RGA number and be shipped freight prepaid or the shipment will not be accepted. Credit issued for the return will apply only to future shipments and will be subject to a 35% handling charge. Any cost associated with restoring any Product to saleable condition will be deducted from the credit and any outgoing freight charges paid by Whitehall. Non-stock and custom fabricated Products are non-returnable. RGA credit will not be issued for less than $100.00 unless the Product is proven defective. Distributor shall segregate non-conforming or damaged Products to be returned in a secure space to quarantine such Products prior to obtaining an RGA or a disposition decision from Manufacturer.
Shipments are F.O.B. Manufacturer’s facility in City of Industry, California or other designated shipping point determined by Manufacturer. Any shipment or delivery dates quoted by the Manufacturer are estimates. The Manufacturer shall be obligated to use reasonable efforts to meet such dates. The Manufacturer will in no event be liable for any delays in delivery or failure to give notice of delay, or for any other failure to perform hereunder due to causes beyond the reasonable control of the Manufacturer. Such causes shall include, but not be limited to acts of God, the elements, acts or omissions of manufacturers or suppliers of the Products or parts thereof, acts or omissions of Distributor or civil and military authorities, fires, labor disputes or any other inability to obtain the Products, parts thereof, or necessary power, labor, materials or supplies. Manufacturer will be entitled to refuse to make, or to delay any shipments of the Products if Distributor shall fail to pay when due any payment owed by it to the Manufacturer, whether under this or any other contract between the Manufacturer and Distributor. Shipments are normally sent prepay or charge. A $9.00 surcharge, per package is added to small parcel shipments.
Claims and Shortages
F.O.B. Manufacturer’s facility shipments are the full responsibility of the Distributor. Losses or damages must be reported to the carrier immediately. Manufacturer will file freight claims on orders if the Distributor complies with the following within (5) five days of receipt of shipment: inspect shipment immediately, have delivering carrier inspect shipment, file inspection report with carrier, and send a copy to Manufacturer. No claim for failure to receive a shipment or shortage will be honored unless Manufacturer is notified immediately upon receipt of invoice or within five working days of receipt of shipment, whichever is sooner.
Non Stock / Custom Product and Product Revisions
Orders for non-stock and custom Products are not subject to cancellation.
Manufacturer reserves the right to change designs, dimensions, and Products without notice.
Origin & FAR Compliance
SUPPLIER reserves the right to furnish either foreign or domestic material unless otherwise specified by the customer at the time of quotation and noted on the subsequent purchase order. Requirements for product compliance and certification with the Buy American Act, Buy America Act, and any other Federal Acquisition Regulation shall be noted on the purchase order. Failure to document domestic and federal procurement requirements on the purchase order shall result in PURCHASER assuming all liability and replacement costs for products determined to be non-compliant.
Morris Group International companies will not be liable for any failure or delay in performing an obligation that is due to any of the following causes: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, transportation issues or generalized lack of availability of raw materials or energy.
Manufacturer warrants that its Products are free from defects in material or workmanship under normal use and service for a period of one year from date of shipment to Distributor. Manufacturer’s sole liability under this warranty shall be discharged by replacement or repair of defective material, provided Manufacturer is notified in writing within one year from date of shipment. This warranty will not be honored if the turbines are being used with any models other than Company’s tank. This warranty does not cover installation or labor charges and does not apply to materials which have been damaged by other causes such as mishandling or improper care or abnormal use. The repair or replacement of the defective Products shall constitute the sole remedy of the Distributor and the sole obligation of Manufacturer under this warranty. MANUFACTURER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, OR FOR ANY DAMAGES FOR LOST PROFITS, OR FOR ANY DAMAGES ARISING FROM ANY DELAY IN THE REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICLAR PURPOSE. Product maintenance instructions are issued with each Product, and disregard or non-compliance with these instructions will constitute an abnormal use condition and void the warranty. Stainless steel Products must be protected on jobsites during construction and must be properly maintained after the water has been introduced into the Product , or Manufacturer’s limited warranty is void.
Please be sure to register your warranty for all Thermalators, Splint Pans and Whirlpools here: Whitehall Warranty Form. If the Product is not registered, the Product warranty is void.
If you have any questions or require technical assistance, please call 800-591-9280 (Live phone assistance between 5.45 AM – 4.00 PM Pacific Time).
Distributor shall have a non-exclusive license to use the logos and trademarks of Manufacturer in connection with its resale of the Products in accordance with this Agreement. Except for the rights granted herein, Distributor shall not acquire any other rights in the Manufacturer’s logos or trademarks.