Green Wave Distribution LLC – Terms and Conditions of Sale

Custom Designed Systems Terms of Sale

  1. Acceptance Agreement. Buyer agrees to all Green Wave Distribution LLC’s General Terms & Conditions of Sale listed below in addition to the following:

    Buyer acknowledges that all drawings and dimensional/structural/building material information provided to Green Wave Distribution LLC are accurate.
    Furthermore Buyer acknowledges that all room dimensions, fixture locations, and system designs Buyer listed on the Green Wave Distribution LLC proposals are accurate.
    Buyer acknowledges that they have reviewed all proposals/quotes, system design drawings and specifications, and orders for accuracy.

  2. Change Orders. During the progress of the work under this Agreement, if Customer should order extra work not specified in the Agreement, Seller requires such extra work to be considered an agreement separate and aside from this Agreement and may require payment for said extra work in advance.
  3. Existing Systems. We do not accept any liability in relation to the adequacy of Buyer and or Client’s existing systems or installations. We accept responsibility only for the work and equipment that Green Wave Distribution LLC supply. Buyer accepts that the installation of equipment and systems may highlight or exacerbate inadequacies in Buyer and or Client’s other systems or installations.

General Terms and Conditions of Sale

  1. Acceptance Agreement. The terms of Green Wave Distribution LLC quote or proposal, along with these Terms and Conditions (collectively, this “Agreement”), supersedes all other agreements, oral or written, and all other communications between the parties suggesting additional or different terms. It represents the final and complete understanding of the parties and may be amended or cancelled only by a written agreement signed by both parties. This agreement expressly limits the acceptance to these terms. No order shall have any force or effect until accepted in writing by Green Wave Distribution LLC. Any proposal for additional or different terms or any attempt by Buyer to vary in any degree any of the terms hereof is hereby deemed material and is objected to and rejected by Green Wave Distribution LLC. No terms of any document or form submitted by Buyer shall be effective to alter or add to the terms in this Agreement. Green Wave Distribution LLC’s performance of this Agreement is expressly made conditional on the agreement of the Buyer to the terms and conditions stated herein unless otherwise specifically agreed to in writing by Green Wave Distribution LLC and signed by an authorized representative of Green Wave Distribution LLC. In the absence of such agreement, the commencement of performance and/or delivery shall be deemed to be for the convenience of Buyer only and shall not be deemed or construed to be acceptance of the terms and conditions of the Buyer. Further, unless otherwise stated herein, Buyer’s receipt of any portion of the goods (“Goods”) shall constitute acceptance of this Agreement and all of its terms and conditions, unless Buyer immediately returns all such Goods, with Return Material Authorization.
  2. Prices. Prices reflected on quotations or on sales order acknowledgements are Green Wave Distribution LLC’s prices in effect the date the quotation is made or the order is acknowledged. Prices reflected on quotations are valid for (30) days unless otherwise noted.
  3. Terms of Payment. Unless otherwise agreed in writing by Green Wave Distribution LLC, terms of sale are as stated on proposals and quotes. If Buyer is in default of the amounts due hereunder, Green Wave Distribution LLC shall be entitled to be promptly reimbursed its collections costs, including reasonable attorney fees, plus a monthly service charge of one and one-half percent (1.5%) per month of the outstanding balance of the invoice, or if less, the maximum amount permitted by law.
  4. Taxes. Prices do not include any sales, use, excise, privilege, or other taxes or assessments now or hereafter imposed or levied by or under the authority of any federal, state, or local law, rule, or regulation concerning the Goods sold hereunder or the manufacture or sale thereof, all of which are the sole responsibility of Buyer.
  5. Risk of Loss. All risk of loss or damage to goods shipped hereunder shall pass to Buyer upon delivery thereof Buyer, to its designated agent, or to a carrier for delivery to Buyer, whichever occurs first. Unless otherwise stated, all shipments will be made at F.O.B point of manufacture or F.O.B of Green Wave Distribution LLC’s place of business, as applicable.
  6. Delivery. All shipping and delivery dates are estimates based upon prompt receipt of all necessary information. Delays in securing Buyer’s approval of necessary specifications or samples of products and materials shall, if Green Wave Distribution LLC so chooses, extend the date of delivery. Green Wave Distribution LLC shall not be liable for any claim, loss, expense, or damage of any kind whatsoever for delays in delivery.
  7. Limited Warranty.
    1. Green Wave Distribution LLC warrants that the Goods will conform to the specifications furnished by the manufacturer or if agreed to in writing by an authorized representative of Green Wave Distribution LLC, specifications furnished by Buyer.
    2. Except as expressly set forth above in this paragraph 7.1, Green Wave Distribution LLC makes no other warranty of and kind whatsoever, express or implied. All implied warranties of merchantability and/or fitness or a particular purpose are hereby disclaimed by Green Wave Distribution LLC and excluded.
    3. Green Wave Distribution LLC liability to Buyer or anyone claiming through or on behalf of Buyer, with respect to any claim or loss arising out of this Agreement or alleged to have resulted form an act or omission of Green Wave Distribution LLC, whether negligent or otherwise, and whether in tort, contract, or otherwise, including failure to deliver, delay in delivery, or breach of warranty, shall be limited to an amount equal to the purchase price of Goods thereof. In no case will Green Wave Distribution LLC be liable for any bodily injury, death, or property damage resulting from or in any way arising out of the Goods of their sales, use, or manufacture. In no event shall Green Wave Distribution LLC be liable or responsible for an consequential, indirect, incidental, punitive, or special damages (including, without limitation, lost profits), whether based upon breach of contract or warranty, negligence, strict tort liability or otherwise, arising out of this agreement.
    4. Green Wave Distribution LLC reserves the right, at any time, to make changes in the design or specifications of the Goods, or any part thereof, which Green Wave Distribution LLC, in its sole discretion, believes will meet or exceed performance specifications in such Goods or parts thereof.
    5. Green Wave Distribution LLC is not liable for any alterations of the Goods, improper maintenance, abuse of the Goods, or improper installation.
  8. Returns.
    1. Any Goods to be returned to Green Wave Distribution LLC must have Returns; Material Authorization (RMA) number issued by Green Wave Distribution LLC before being returned. Any goods returned without a proper RMA number will not be accepted and will be returned to Buyer at Buyer’s expense.
    2. Any Goods returned for Buyer’s convenience must be returned as originally shipped. Damaged Goods, broken box quantities, or shorts cannot be returned. All transportation and other applicable charges for returns at Buyer’s convenience shall be the responsibility of Buyer. Returns for customer convenience are limited to Goods shipped within sixty (60) days prior to the return request date and are subject to inspection and a restocking fee.
    3. Nonstandard and specialty manufactured Goods, including Goods that have received value-added services, will not be considered for return.
  9. Cancellations. Order cancellations are subject to cancellation charges as deemed applicable by Green Wave Distribution LLC to cover all costs and expenses incurred prior to the cancellation of said order. Cancellation charges may include, but are not limited to, all costs and expenses incurred in producing the Goods (both completed and in the process) and the cost of all items and special material purchased for such order. Cancellation charges may be the total cost of manufacturing the Goods.
  10.  Force Majure. Green Wave Distribution LLC shall not be liable for any delay in or failure of performance hereunder due to any contingency beyond its reasonable control, including without any limitation any act of God; war; civil commotion; sabotage; labor dispute; explosion; fire; accident; power or equipment failure; inability to obtain suitable or sufficient labor, fuel, power, or material; delay of the carrier; embargo; or any law, ordinance, rule, or regulation, whether valid or invalid.
  11.  Quantity Variance. Under the Uniform Commercial Code and industry standards, all orders are +/- 10% as per industry standard unless previously agreed to by Green Wave Distribution LLC in writing.
  12. Choice of Law Provisions. Terms and provisions of this agreement shall be construed in accordance with the laws of the State of Rhode Island without regard for any rules on conflicts on law.  
  13. Export Control. The Buyer agrees to adhere to all United States customs laws if Goods sold are to be exported outside of the United States.

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(401) 285-0202

182 Torrey Hill Road  |  South Kingstown, RI 02879

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