COVENE GENERAL TERMS AND CONDITIONS
These terms and conditions (“Terms”) apply to all quotes (“Quote”) that you (“You”) received from Covene LLC (“Covene”). By issuing any purchase order under such Quote, You agree that You have read, understood, and agree to be bound by the Terms. If any provision of your purchase order is inconsistent or in conflict with the Terms, the Terms will control.
TERMS OF PAYMENT.
Net thirty (30) days from date of shipment of the respective equipment or other goods, regardless of the date of performance of any services, whether performed by Covene or any third party, unless specifically stated otherwise on the Covene quote, work order, proposal or master services agreement, to customers with an established credit profile. All pricing includes a 2.5% cash payment discount. The 2.5% cash payment discount will be added to the balance due for all non-cash payments including payments made via credit cards. All past due balances will bear interest at a rate of 1.5% per month.
All orders are held subject to credit approval.
Applicable local, state and federal taxes will be added to all transactions unless a proper tax exemption certificate is on file at our office. Taxes will be applied after the completion of a valid purchase. An invoice will be sent to you indicating your total price with the applicable sales tax, if any, included.
You hereby grant to Covene a continuing purchase money security interest, and Covene retains a purchase money security interest under the Uniform Commercial Code as enacted in the State of Missouri and/or any other applicable State (the “UCC”), for any and all equipment and other goods sold to You (and any proceeds arising from the sale, assignment or transfer of such equipment and other goods) until payment in full has been made to Covene. In the event of default by You under the terms herein, Covene shall have all the rights and remedies of a secured creditor under the UCC. You agree to execute financing statements and such other documents as Covene may request in order to perfect Covene’s security interest hereunder.
All orders placed with us, regardless of how transmitted, are subject to our approval and acceptance. Orders involving special merchandise not regularly stocked by us are subject to cancellation only with the approval and terms of manufacturer on whom our order in turn has been placed.
Unless separately agreed, we shall use our judgment in selecting the best carrier for all orders without shipping instructions. We reserve the right to route all shipments on which we allow freight. Terms are F.O.B. origin.
Warranties are limited to the warranty issued or offered by each individual manufacturer whose equipment, goods or services we sell. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.
All deliveries must utilize a common carrier. Claims for damage or loss in transit on shipments made by common carrier must be made to the carrier by the purchaser.
The sale of and/or rights to the use of software is subject to the manufacturer’s warranties, applicable licensing agreements, and additional terms as provided in the Covene terms available at http://www.covene.com/terms.
ADDITIONAL TERMS & CONDITIONS and SCOPE OF WORK.
The standard terms and conditions of sales or scope of work of the manufacturer whose equipment, goods or services are being resold by Covene are incorporated herein by this reference to the extent that they do not contradict these terms and conditions.
You shall be solely and exclusively responsible for: (i) approving the design specifications and scope of work covered by these terms and conditions, (ii) insuring that the operational system meets applicable designs, specifications, standards, laws, safety requirements, environmental requirements, and good practices, and (iii) obtaining and/or paying for any permits or fees which may be necessary in connection with the shipment, delivery or installation of any equipment or other goods or the performance of any requested services.
Covene liability shall be limited to claims, injury, or damage to You, which result directly from the gross negligence or willful misconduct of a Covene employee or agent. In no event will the liability of Covene with respect to any order or contract exceed the price of such order or contract. In no event will Covene assume responsibility for or be liable for: (i) penalties or penalty clauses of any description; (ii) certification not otherwise specifically provided herein and/or for indemnification of You or others for costs, damages or expenses, each arising out of or related to any equipment, goods or services provided in connection with any order; or (iii) indirect or consequential damages under any circumstance.
You expressly agree to indemnify and save Covene harmless from and against any and all claims, loss, damage, injury and liability however caused, resulting from, arising out of, or in any way connected with (i) any equipment or other goods provided in connection with any order, (ii) any services to be performed in connection with any order, whether by Covene or by any third party, (iii) the negligence or willful misconduct of You or your employees, agents or affiliates, or (iv) any breach by You or your employees, agents or affiliates of these terms and conditions or any related agreement; provided, however that the provisions of this paragraph shall not apply to loss or liability caused by the gross negligence or willful misconduct of Covene or its agents or employees.
GOVERNING LAW, JURISDICTION, VENUE AND ATTORNEYS’ FEES.
These terms and conditions will be governed by and construed under the laws of the State of Missouri, without regard to any conflicts of law rules. You consent to the jurisdiction and venue of any action brought hereunder in the Circuit Court of St. Louis County, Missouri or in the United States District Court for the Eastern District of Missouri, and waives any objection to jurisdiction or venue in such courts. In the event of a breach of these terms and conditions by You, Covene shall be entitled to reimbursement of its attorneys’ fees and related expenses by You.