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Check out our New Crafthouse by Fortessa® Barware and Bar Tools!

Terms of Sale

Effective June 20, 2013

Sterling Restaurant Supply, LLC is referred to as "us," "we," or "our."  The person or entity signing these Terms of Sale as "Customer" is referred to as "you."

Delivery; Handling and Shipping Charges

All shipments are F.O.B. SRS warehouse and title and liability for loss or damage to the goods will pass to you upon our tender of delivery of the goods to a carrier for shipment to you, unless specifically quoted otherwise.  All truck shipments are shipped at a released value of $90.00 per hundred pounds. We will choose, in our sole discretion, the shipment method, unless you specify otherwise.  Our handling and shipping charges are as set forth on Addendum A, which is attached to and is part of these Terms of Sale.

Payment

New Accounts: We will extend credit to you as a new customer in our sole discretion.  If you are a new customer seeking credit, then you must submit a minimum of three credit references and fill out a Credit Application.  Credit terms will be extended on a case-by-case basis.

Established Accounts: Established accounts with a good credit record will be granted terms of net 30 days.  We reserve the right to suspend or revoke your credit at any time.

Amounts owed to us on sales to you that are not paid in full by their due date or under the terms of any credit order or invoice are subject to a late charge of 2% per month, until all amounts owed to us are paid.

Taxes

Prices do not include federal, state, municipal or other government excise, custom duties, sales, use, occupational or like taxes.  If you are located in a state in which we are licensed to collect sales tax (please contact us for a current list), then we will charge sales tax to your order.  You otherwise are solely responsible to pay any applicable taxes.  In order to exempt a sale from sales or use tax liability, you must supply us a certificate of exemption or similar document at the time you place your order.

Minimum Order - Custom Products

Minimum quantities for custom products will be set on a case-by-case basis.

Shortage

You must submit all claims for shortage to us, in writing, within 5 days of delivery.  You waive all such claims not properly made within 5 days of delivery.  We reserve the right, in our sole discretion, to issue a credit rather than to ship a replacement for any shortage with a value of less than $50.00.

Damage

In the case of loss or damage during shipping, you must retain all original cartons and shipping material for inspection by the shipping company.  You must file your claim directly with the shipping company.  We may assist in filing claims, but are not responsible for issuing credit for loss.  Be advised that most shipping companies require that claims be filed within a certain period of time, which could be 15 days or shorter.

Cancellations or Changes

Written notice of order cancellations or changes must be made at least 21 days prior to ship date.

Decorated Dinnerware and Custom Orders

Cancellations will not be accepted on any decorated dinnerware or custom order.  A non-refundable deposit may be required for any decorated dinnerware or custom order.  Decorated dinnerware or custom orders are subject to a 10% allowance for over-runs or under-runs on each item.  You are responsible for payment for over-runs within this range, and under-runs within this range will be considered as deleted from the order.

Conditions of Sale

The terms set forth in these Terms of Sale exclusively govern all transactions between you and us.  We specifically reject any and all terms that are inconsistent with these Terms of Sale, regardless of whether you submit the inconsistent terms orally or in writing.  Our failure to object to terms contained in any communication from you will not be deemed a waiver of the terms set forth in these Terms of Sale.  Further, no modification or waiver of these Terms of Sale will result merely by our acknowledgement or acceptance of purchase order forms containing other or different terms, unless done in a writing that (1) is signed by one of our authorized representatives and (2) specifically references the provision of these Terms of Sale that is being modified or waived.

Returns

We do not accept any returns without prior written authorization, which we will issue at our sole discretion.  Any requests for returns must be made within 30 days after delivery.  If we issue a return authorization you must pay a restocking fee of $100.00 for all goods returned.  If you believe any of our products to be defective or incorrectly shipped, then you must contact us immediately at 1-866-612-1777.  Customer satisfaction is our top priority and we will work to resolve any reasonable customer complaint.

Solvency

You specifically represent and warrant to us and to our successors and assigns that you are solvent and have the capacity to pay your debts and obligations as they become due and payable.  At any time, we reserve the right to require that you provide us a written representation and warranty that you continue to be solvent and are able to pay your debts and obligations as they become due and payable.  If you do not provide us with the written representation and warranty as requested, then we may, in our sole discretion, cancel shipments which are Credit Orders and permit products to be shipped to you only on a cash sale basis.

Disclaimer of Warranties

WE MAKE NO EXPRESS WARRANTIES REGARDING THE GOODS SOLD UNDER THESE TERMS OF SALE; THE GOOD ARE SOLD “AS IS.”  NO WARRANTIES BY US (OTHER THAN WARRANTY OF TITLE AS PROVIDED BY THE UNIFORM COMMERCIAL CODE) WILL BE IMPLIED OR OTHERWISE CREATED AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

FOR ALL CLAIMS ARISING FROM THESE TERMS OF SALE OR FROM OUR RELATIONSHIP WITH YOU, OUR LIABILITY IS LIMITED TO REPAIR OR REPLACE, AT OUR ELECTION, THE PRODUCTS WHICH ARE THE SUBJECT OF A CLAIM.  WE ARE NOT LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, PROVISIONS REGARDING WARRANTIES, SUCH DAMAGES TO INCLUDE BUT NOT BE LIMITED TO, LOSS OF GOODWILL, LOSS OF PROFITS, OR LOSS OF USE, REGARDLESS OF WHETHER WE HAVE BEEN NOTIFIED IN ADVANCE OF THE POSSIBILITY THEREOF OR IN THE CASE OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.  THESE LIMITATIONS WILL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Force-Majeure

We are not liable for any delay or failure in performance caused by events beyond our control, including without limitation, acts of God, fires, floods, war, terrorism, accidents, labor disputes or shortages, governmental laws, ordinances, rules and regulations, whether valid or invalid (and including, but not limited to, import or export prohibitions or limitations), inability to obtain material, equipment or transportation, or any other event.  The party whose performance is prevented by any such event has the right to omit, during the period of the event, all or any portion of the quantity deliverable during the period, whereupon the total quantity delivered to you will be reduced by the quantity so omitted.  If there is such an event, then we have the right to allocate our available supply among our customers, subsidiaries, or affiliates in a manner that we, in our sole discretion, deem fair and equitable.  In no event will we be obligated to purchase materials or goods from other than our regular sources of supply in order to supply products to you.

Incorporation and Governing Law

The terms set forth in these Terms of Sale are deemed incorporated in, are a part of, and govern each order placed by you for our products and the invoices for the products.  Virginia law, without regard to its conflict of laws provisions, exclusively governs these Terms of Sale, including the security agreement and each invoice or order made under these Terms of Sale.  You and we each agree to submit to the exclusive jurisdiction of the courts of Loudoun County, Virginia or the United States District Court for the Eastern District of Virginia, Alexandria Division (the “Virginia Forum”), as applicable, in connection with, or incident to, any dispute, claim, case, controversy or matter arising out of or relating to these Terms of Sale, to the exclusion of the courts of any state, territory or country other than the Virginia Forum.  You and we each knowingly, willingly, and voluntarily waive all right to trial by jury in any such proceeding and further agree never to effectuate, argue or move for a change of venue to any other jurisdiction or forum, other than one of the two courts constituting the Virginia Forum, on any grounds whatsoever.  You and we each agree that this paragraph is a material part of the inducement for us to enter into these Terms of Sale. If there is any judicial or other adversarial proceeding between the parties concerning these Terms of Sale, then the prevailing party is entitled to recover its reasonable attorneys’ and costs, including court costs, in addition to any other relief to which it may be entitled.

Termination/Change in Terms

We may change, add, or delete provisions of these Terms of Sale (“Terms Change”) or terminate your account at any time without notice, except as may be required by applicable federal and Virginia law.  We will apply any Terms Change only to orders arising after the effective date of the Terms Change.  We will send to you notice of any Terms Change as required by applicable law. Upon any termination of your account, you remain obligated to pay the balance of your account, and these Terms of Sale will continue to apply until you do so.

Entire Agreement; Severability

These Terms of Sale, including the Customer File Information, the Credit Application and the related documents described in these Terms of Sale, contain the entire agreement between you and us with respect to the transactions contemplated by these Terms of Sale and supersede all prior written or oral negotiations, commitments, representations and agreements.  Further, these Terms of Sale evidence the agreement formed between you and us as a result of our accepting at our offices in Winchester, Virginia your offer to do business under these Terms of Sale by our shipping your order to you.  The language used in these Terms of Sale is deemed to be the language chosen by you and us to express our mutual intent, and no rule of strict construction will be applied against any person.  Whenever possible, each provision of these Terms of Sale will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of these Terms of Sale later is prohibited or invalid under applicable law, then the provision will be ineffective to the extent of the prohibition or invalidity without invalidating the remainder of such provisions or the remaining provisions of these Terms of Sale.