Terms and conditions of sale

The following terms and conditions (“Terms and Conditions”) apply to all sales. The Buyer agrees that these Terms and Conditions control all transactions and disputes. Unless agreed in writing by all parties, the Terms and Conditions herein are deemed to be material and any changes unilaterally made by Buyer are rejected.

1. Prices and Quotations

Prices shown in the catalog exclude installation, delivery and any federal, state, city or local tax now or hereafter applicable to sale of products of Proline Americas, a California corporation (Proline). If prices for products rise prior to the shipment of any of the goods, Proline may adjust the price to the then current prices at the time of shipment.

The following express handling freight charges apply to orders.

Express Handling & Freight Charges from Irvine, CA

Gross Order Value at Wholesale up to $200 $201 - $400 $401 - $700 $701 - $999 $1000 - $1999 $2000+
Ground (3-5 business days) $50.00 $70.00 $90.00 $110.00 Actual Freight Prepaid
Second day $60.00 $105.00 $150.00 $195.00 Actual Freight Actual Freight
Standard Overnight $70.00 $125.00 $190.00 $250.00 Actual Freight Actual Freight

Expedited orders greater than $1,000 are charged actual freight and handling fee.

Please not that certain items which exceed standard shipping dimensions are not eligible for express handling.

Freight charges including air express handling charges are subject to change without prior notice. Please not that we are unable to accommodate 3rd party transport billing.

2. Ownership of the Property

Ownership of the products shall be by Proline until full payment has been received. Risk of loss will pass to Buyer upon delivery of the goods to the carrier at the point of shipment. Transportation will be at Buyer’s risk and expense, and Buyer agrees that any claim for loss or damage in transit will be made only against the carrier and waived against Proline.

3. Delivery

Fulfillment of orders is contingent upon the availability of materials. If Proline is prevented from carrying out the provisions hereof by reason of war, revolution, strike, riot, earthquake, delay by carrier, fuel shortage, embargo, lockout of other labor disturbance, the operations of statute of law, interference of civil or military authority or any other event beyond its control, interfering with the production or delivery of the products as herein contemplated, Proline shall be exonerated from and shall not be liable for any loss or damage arising from any of the foregoing and shall be further excused from making deliveries to the extent of such interference and shall have, in addition to the foregoing and without prejudice thereto, the absolute right to cancel any purchase orders with respect to any of the products therein described or with respect to any part thereof without any liability of any nature whatsoever attaching to itself other than the obligation to reimburse and return any payments of monies made in advance for the products which shall not be delivered for the reasons hereinabove set forth. Any delivery not in dispute shall be paid for regardless of any other existing disputes between Proline and the Buyer relating to other delivered or undelivered products. Any promised delivery date is Proline’s best estimate based upon when the order can be delivered and shipped, but not a guarantee. 

4. Inspection and Sample

Test goods or samples supplied by Proline to Buyer are solely for the purpose of evaluating the suitability of such goods or samples for their potential use and, as such, the goods or samples are not intended to serve as warranties of any kind, either express or implied, regarding the final goods provided. Upon delivery, Buyer shall have the right to inspect the products. Failure by the Buyer to inspect the products and specify in writing to Proline any defective products shall constitute on the Buyer’s part an absolute and unconditional waiver of the Buyer’s right to reject the products and shall be deemed an acceptance by the Buyer of the products as to the quality and/or quantity of same. 

5. Claims

Any claim for damage, short shipment, misdelivery or defects of the products must be specified in writing on the delivery slip and brought to the attention of Proline at the time of delivery. If no claim is made by the Buyer at the time of receipt of the products, then the right to make such claim or the right to reject any or all of the products shall be waived by the Buyer. At its option, Proline will either replace such products that are proven defective or allow credit for them. 

6. Installation

Proline shall in no way be responsible for any claims resulting from the installation or finishing of the products. 

7. Liability / Risk Allocation

Proline neither makes nor assumes any liability under any warranty, expressed or implied, as to the merchantability, fitness for a particular purpose, or other warranty relating to any good or services provided. No representation or warranty, express or implied, made by Proline or any Proline sales representative is not binding on Proline.
Proline is not liable toward any third party and/or Buyer for any damage and/or loss of any nature or kind howsoever arising, resulting directly or indirectly from the use of the products in a manner not in conformity with the instructions accompanying same and in effect with respect thereto and/or resulting from the products being improperly used for which the products were not intended. Prior to any use of products, the user and/or Buyer has the prior obligation to verify the suitability of the products for their intended use and the Buyer shall assume all risks and responsibility with respect thereto.

Buyer agrees to limit Proline’s total aggregate liability, on any and all legal and equitable theories and concerning all kinds of causes of loss to the fullest extent allowed by laws as to Buyer and its affiliated entities and individuals, contractors, successors and assigns, to the lesser of the amount Proline received for the order or fifty thousand dollars, and waives any right to impose any legal liability against Proline or its affiliated entities and individuals.

Except for in the case of Proline’s material breach, if Buyer prevents or frustrates Proline’s full performance under this Agreement, then Buyer shall release and indemnify Proline and its affiliated entities and individuals to the fullest extent allowed by law from and concerning any and all claims, costs, losses and/or liability concerning or related to the uncompleted services. Buyer shall to the fullest extent allowed by law, and in addition to Proline’s common law rights, release and indemnify Proline and Proline’s affiliated entities and individuals, if any, and their respective affiliated entities and individuals, concerning any and all claims, liability, expenses and/or losses related to the Agreement (including attorneys and expert fees incurred and the value of professional time expended to address claims or problems) provided, however, that this indemnification shall not apply to any indemnitee to the extent of that indemnitee’s active negligence or willful misconduct.

8. Terms of payment

Terms of payment: Net 30 days from the invoice date. For C.O.D. orders, a charge of $5 per package will be added. All past due invoices are subject to a 2% service charge per month (24% per year) or the maximum allowed by applicable law, whichever is lower. Upon failure by the Buyer to pay for the products, the Buyer shall be obliged to pay all costs of collection incurred by Proline including, without limitation, collection fees, statutory costs, disbursements, and legal fees and costs. 

9. Returns

Proline shall not accept any returns unless it authorizes same in writing. In any event, Proline under no circumstances shall accept any returned products 30 days from the invoice date. All products returned must be in perfect condition and are subject to inspection by Proline prior to acceptance. Any returns which have not been authorized by Proline in advance may be refused; however, if Proline accepts the return, a handling charge of 20% will be charged. No returns will be accepted or allowed on any special orders. 

10. Acceptance

Installation and/or use of the products by the Buyer shall constitute an irrevocable acceptance of the products. Failure to reject the products in the manner and within the time period stipulated in paragraphs 4 and 5 hereof shall be deemed to constitute an acceptance of the products.

11. Cancellation

Orders are not subject to cancellation or deferment of shipment unless Proline is indemnified against the loss resulting therefrom. Proline shall not be responsible for delays or non performance caused by strikes, fires or other causes beyond its control, as the whole is stipulated in paragraph 3 hereof. Orders entered on Proline’s order book cannot be cancelled or changed without Proline’s prior written consent and then only on the terms which will indemnify Proline against all loss. Orders issued a tracking number are considered shipped, and cancellation will incur a 20% restocking fee. At no time shall Proline accept the cancellation and/or change of a special order.

12. Miscellaneous Provisions

These Terms and Conditions supersede all negotiations and prior agreements concerning the parties and are intended as a complete and exclusive statement of the Terms and Conditions between Proline and Buyer. This agreement is being entered into and will be performed in Orange County, California; and it shall be interpreted and enforced under and pursuant to the laws of the State of California, with any disputes being resolved in the Orange County, California court system or in a federal court sitting in California as may be appropriate. No party may assign this Agreement or any related rights or claims without the express written consent of the other. In the event of any claims or disputes concerning this Agreement and/or the goods or services, the prevailing party will be entitled to its attorneys fees and costs. Buyer waives any right to recover consequential or economic damages from Proline and Proline’s affiliated entities and individuals concerning this Agreement or its termination. In the event that any provision of these Terms and Conditions shall be prohibited by law, then the subject provisions shall not be void, but rather shall be interpreted as operating only to the fullest extent allowed by law; and in the event that any provision shall be partially or totally invalid or unenforceable, then the remaining provision shall remain valid and binding. These Terms and Conidtions shall be binding upon and inure to the benefit of the parties hereto and their affiliated entities, successors and assigns; but otherwise is not intended to bestow any rights on any third parties.

PROLINE Americas Corporation, 15251 Barranca Parkway, Irvine CA 92618, 11/2015