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ISO Quality Statement:
- We want quality at Cadillac Electric to meet or beat customer requirements
and expectations.
- We will become quality leaders through the continuous improvement
of our procedures and processes.
- We will be #1 with our customers, if we make them #1 with us.
Conditions of Sale:
- PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS THE TERMS
AND CONDITIONS THAT APPLY TO THE PURCHASE OF PRODUCTS FROM
CADILLAC ELECTRIC, A DIVISION OF NEWARK CORPORATION ("THE
COMPANY"). ANY DIFFERENT OR ADDITIONAL TERMS SET FORTH IN
CUSTOMER'S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED
TO AND SHALL NOT BE BINDING ON THE COMPANY UNLESS A SEPARATE
PURCHASE AGREEMENT HAS BEEN SIGNED BY AN AUTHORIZED OFFICER OF
THE COMPANY. BY PLACING AN ORDER FOR PRODUCTS FROM THE COMPANY,
OR BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED ON THE
APPLICABLE PLACKING SLIP, BILL OF LANDING AND/OR INVOICE RECEIVED
WITH THE PRODUCTS, YOU AGREE TO BE BOUND BY AND ACCEPT THESE
TERMS OF SALE.
- AVAILABILITY AND PRICING: Catalog product listings,
specifications, availability, and pricing are subject to change
without notice. Orders are not binding upon the Company until
accepted by an authorized representative of the Company. Prices
listed are in U.S. dollars. Some products may not be available
for shipment outside the United States. The Company reserves the
right to refuse service, terminate accounts or cancel orders in
its sole discretion. The Company also may change or modify these
Terms and Conditions of Sale from time to time without notice.
Prices shown herein reflect the latest information available at
the time of the printing of the catalog or uploading of an
electronic catalog. Prices charged will be those prevailing when
an order is placed. For scheduled delivered over 60 days, the
Company reserves the right to charge the Customer the price of
the products at shipment if higher. The Company's quoted prices
do not reflect the cost of accommodating Customer's purchases via
credit card or any third-party procurement services, software or
ecommerce providers and the Company may accordingly pass through
the additional charges incurred as a result of Customer's use of
such purchasing methods. Prices shown do not include any Federal,
State or local taxes or any present or future sales, use, excise,
value-added or similar taxes. Where applicable, such taxes shall
be billed as a separate item and paid by Customer. Orders are
accepted with the understanding that such taxes will be added, as
the law requires. The Company charges local sales tax unless a
sales tax exemption certificate is on file with the
Company.
- PAYMENT TERMS: Standard payment terms are Net 30 days. All
payments are due within 30 days of invoice without any deductions
or setoffs. The Company will take your order on an open account
(with prior approval), C.O.D. or credit card. Orders under $25.00
will be subject to a $5.00 service charge. Selected products
containing precious metals are subject to a surcharge. A late
payment charge of 1 ½% per month (annual percentage rate
of 18%) shall be charged on all past due accounts and Customer
shall pay the Company all costs incurred by it in collecting any
past due account from Customer, including all court costs and
attorney's fees, provided, however, if the foregoing charges
exceed that rate which may be lawfully charged under applicable
law, then such charges shall be calculated so as not to exceed
the lawful rate. The Company reserves the right to add a $20.00
service charge on all returned checks.
- SECURITY INTEREST: Customer hereby grants to the Company a
priority lien, purchase money security interest and/or chattel
mortgage in the products and any accounts receivable or case from
resale thereof until full payment is made to the Company.
Customer agrees to execute any documents and furnish information
necessary to perfect this security interest and Customer agrees
to immediately inform the Company if it will be granting a lien
or security interest on its inventory to any third party.
- OPEN ACCOUNTS/CUSTOMER'S FINANCIAL CONDITION: A Customer that
desires to open a credit account must furnish such information as
requested by the Company. The Company reserves the right in its
absolute discretion to grant, refuse or discontinue any
extensions of credit or reduce, or suspend any credit limit at
any time. Company also reserves the right to cancel any order,
require payment in advance or require the Customer to provide
adequate assurance of performance, without any liability by the
Company, in the event of the Customer's insolvency, filing of a
petition in bankruptcy, the appointment of a receiver or trustee
for Customer, or the execution by Customer of an assignment for
the benefit of creditors.
- C.O.D.s: If your C.O.D. order total is over $5000 you must
pay with a certified check, money order, or cashier's check. For
orders of $5000 or less, please contact your Company sales
representative for payment options.
- CREDIT CARDS: We accept credit and procurement cards from
American Express™, MasterCard™, VISA™.
- RETURNS: Permission for return of products must first be
secured from the Company in writing within 30 days of purchase.
Material returned without or Return Material Authorization Form
will not be accepted. Request showing shipper or invoice number,
date, quanCREDIT CARDS: We accept credit and procurement cards
from American Express™, MasterCard™,
VISA™.tities of items and catalog number will be acted upon
promptly. All Return Material Authorizations are conditional and
are not final until the product is received and inspected by the
Company. Credit will be issued at the original price charged less
handling and transportation charges, where applicable. Returns
will be subject to a minimum 15% restocking charge. All claims
for shortages must be made within 72 hours of receipt of product.
Items which have been installed, electronic items on which the
factory seal has been broken, motors, and non-stock items cannot
be returned for credit.
- INTERNATIONAL ORDERS: The minimum export order is U.S.
$250.00 (F.O.B. Company's Warehouse). Export orders requiring
special handling, packaging, and documentation are subject to
additional charges. Export orders are accepted on the basis of
payment in advance of shipment by a check in U.S. funds, wire
transfer, international money order, credit card, or letter of
credit. Prices are net F.O.B. shipping point and do not include
insurance, freight, brokerage, duty or taxes.
- EXPORT CONTROLS: Products purchased or received under these
Terms and Conditions of Sale are subject to export control laws,
restrictions, regulations and orders of the United States of
America. Customer agrees to comply with all applicable export
laws, restrictions and regulations of the United States or
foreign agencies or authorities, and shall not export, or
transfer for the purpose of re-export, any product to any
prohibited or embargoed country or to any denied, blocked, or
designated person or entity as mentioned in any such U.S. or
foreign law or regulation. (For your information, the United
States export laws currently prohibit the export of certain
technical data, products and software to Afghanistan, Cuba, Iran,
Iraq, Libya, North Korea, Sudan, and Syria, or any national or
resident of those countries, or to anyone on the United States
Treasury Department's list of Specially Designated Nationals, the
U.S. Commerce Department's Table of Deny Orders or any Executive
Orders naming additional persons or entities.) Customer
represents and warrants that it is not on the Denied Persons,
Specially Designated Nationals or Debarred Persons List and is
not otherwise prohibited by law from purchasing the products or
services hereunder. Customer shall be responsible to obtain any
license to export, re-export or import as may be required.
- SHIPPING & HANDLING/DELIVERY: All shipments are F.O.B.
Shipping Point and in all cases title shall pass upon delivery to
the carrier at point of shipment and thereafter all risk of loss
or damage shall be upon Customer. Company and carrier handling
charges apply. Next Day and Second Day Air Service is available
within the 48 contiguous states, Alaska, Hawaii, and Puerto Rico.
Door-to-Airport, Door-to-Door, or Next-Day Air Freight is
available F.O.B. Shipping Point. Delivery dates provided in
advance are estimates only and shall not represent fixed or
guaranteed delivery dates. Export shipments are on the basis of
D.D.U. (named place of destination) with the Company separately
charging for the costs, insurance, and freight to bring the goods
to the named place of destination.
- HAZARDOUS APPLICATIONS PROHIBITED. THE COMPANY'S PRODUCTS ARE
NOT RECOMMENDED OR AUTHORIZED FOR SAFETY, LIFE SUPPORT, SURGICAL
IMPLANT, NUCLEAR, MILITARY OR COMMERICAL AIRCRAFT APPLICATIONS,
OR FOR ANY USE OR APPLICATION IN WHICH THE FAILURE OF A SINGLE
COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY.
Customer assumes all risk and liability for use in such
applications and agrees to indemnify the Company for all damages
that may be incurred due to use of the Company's products in
these prohibited applications.
- WARRANTY & LIMITATION ON LIABILITY: Products are sold by
the Company with such warranties as may be extended by the
manufacturer of the product(s), and there are no warranties for
services bundled with the Products or otherwise provided by the
Company. COPIES OF THESE WARRANTIES ARE AVAILABLE PRIOR TO THE
PURCHASE OF PRODUCTS BY CONTACTING THE COMPANY. THE COMPANY MAKES
NO WARRANTY AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS ARE HEREBY EXCLUDED, CUSTOMER IS RESPONSIBLE FOR
INSTALLATION AND USE IN ACCORDANCE WITH MANUFACTURER'S
INSTRUCTIONS AND THE COMPANY SHALL NOT BE RESPONSIBLE FOR BUYER'S
IMPROPER SELECTION OF A PRODUCT FOR A PARTICULAR APPLICATION OR
OTHERWISE. No warranty will apply if its products are in any way
altered or modified after delivery by the Company.
THE COMPANY'S LIABILITY ON ANY CLAIM FOR LOSS OR DAMAGE ARISING
OUT OF THIS AGREEMENT OR FROM THE PERFORMANCE OR BREACH OF THIS
AGREEMENT OR CONNECTED IN ANY MANNER WITH THE SUPPLYING OF ANY
PRODUCTS OR SERVICES HEREUNDER, OR THE SALE, RESALE, OPERATION OR
USE ALLOCABLE TO SUCH PRODUCTS OR PART THEREOF INVOLVED IN THE
CLAIM, IN CONTRACT, WARRANTY TORT (INCLUDING NEGLIGENCE) OR OTHER
GROUNDS, SHALL NOT IN ANY EVENT EXCEED THE PRICE ALLOCABLE TO
SUCH PRODUCTS OR PART THEREOF INVOLVED IN THE CLAIM, REGARDLESS
OF CAUSE OR FAULT. IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE
TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL
OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF
PROFITS, REVENUES, SALES, DATA, BUSINESS, GOODWILL OR USE, EVEN
IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS
OR DAMAGE. THE PARTIES AGREE THAT WITHOUT THIS LIMITATION OF
LIABILITY THE COMPANY WOULD NOT HAVE AGREED TO THE PRICE OR TERMS
OF THIS AGREEMENT. THE LIMITATION OF LIABILITY SET FORTH HEREIN
APPLIES BOTH TO PRODUCTS AND SERVICES PURCHASED OR OTHERWISE
PROVIDED HEREUNDER. Any cause of action against the Company must
be instituted within one (1) year from the date of
purchase.
If the Company provides Customer with advice, training,
applications support, or other assistance which concern any
products supplied hereunder, or any equipment, system or the like
in which the product may be installed, the Company's giving of
such advice or assistance will not subject the Company to any
liability, whether based on contract, warranty, tort (including
negligence) or other grounds, except as such advice, training,
applications support or other assistance is provided by the
Company pursuant to a written agreement, accepted by the Company,
in which case such services shall be subject to the terms of the
Company's standard Engineering and Training Services Agreement,
which may be amended by the Company from time to time.
- CATALOG DESCRIPTIONS: All specifications, drawings and
particulars of weights, dimensions, capacity or other details
contained in the Company's catalog(s) are intended to give a
general description of the Products but will not be part of the
agreement between the parties. If the description in the
catalog(s) differs from the product manufacturers description the
manufacturers description will be deemed correct.
- INTELLECTUAL PROPERTY RIGHTS: The Products offered for sale
by the Company may be subject to patent, trademark, copyright,
design and other rights of third parties. The Company shall in no
event whatsoever be responsible or liable in the event of any
claim of infringement of any such rights. The Company's entire
catalog(s) and website(s), including without limitation, the
content of the catalog(s) and website(s) is copyrighted as a
collective work under United States law and applicable
international copyright laws and the Company owns the full
copyright in its catalog(s) and website(s), including without
limitation in the selection, coordination, arrangement and
enhancement of the content contained therein.
Except as stated below, none of the materials in the Company's
catalog(s) or on its website(s) may be reproduced, distributed,
republished, downloaded, copied in any form or by any means,
displayed, posted, transmitted, modified, translated, added to,
updated, compiled, or abridged without the prior written
permission of the Company. Customer may download, store, print
and copy selected portions of the content in the Company's
catalog(s) and website(s) provided Customer: (1) only uses the
content downloaded, stored, printed or copied for Customer's
personal, noncommercial use and solely for furthering Customer's
business with the Company; (2) does not publish or post any part
of the content from the catalog(s) or website(s) in any other
catalog or on any other Internet site; (3) does not publish or
broadcast any part of the content from the catalog(s) or
website(s) in or on any other media; (4) does not modify or alter
the content from the catalog(s) or website(s) in any way or
delete or modify any copyright or trademark notice.
- FORCE MAJEURE: The Company shall not be liable for loss or
damage caused by any delay or failure to perform resulting in
whole or in part from Acts of God, severe weather conditions,
labor disruptions, governmental decrees or controls,
insurrections, war, risks, shortages, inability to procure or
ship product or obtain permits and licenses, insolvency or other
inability to perform by the manufacturer, delay in
transportation, any other commercial impracticability and or any
circumstances beyond the control of the Company in its business
operations.
- GOVERNING LAW: This Agreement and any sales hereunder shall
be governed by the laws of the state of Michigan without regard
to conflicts of laws rules and venue shall be in the federal and
state courts of Wayne County, State of Michigan, United States of
America. The parties expressly exclude the application of the
1980 United Nations Convention of Contracts for the International
Sales of Products, if otherwise applicable.
- DISPUTE RESOLUTION: Actions by the Company for nonpayment by
the customer of the purchase price of products sold by the
Company, or for redress of other breaches by the Customer of
these terms and conditions of sale may be brought by the Company,
at its option, before any U.S. or foreign judicial court of
competent jurisdiction or at the Company's option, disputes
between the Company and the Customer, including all claims for
non-performance by the Company, shall be finally settled by
arbitration in Detroit, Michigan, U.S.A. under the Commercial
Rules of the American Arbitration Association, by a single
arbitrator appointed in accordance with said Rules applying these
Terms and Conditions of Sale and consistent provisions of the
federal and state laws (except conflict of law rules) of the
State of Michigan, U.S.A.
- SEVERABILITY: If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable,
such provision shall be enforced to the fullest extent permitted
by applicable law, and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or
impaired thereby.
- WAIVER: The Company's failure to insist on performance of any
term or condition contained in this Agreement, or failure to
exercise any of the Company's rights hereunder, shall not
constitute a waiver of any of the Company's rights or remedies
under this Agreement.
- NO THIRD PARTY BENEFIT: The provisions set forth in these
Terms and Conditions of Sale are for the sole benefit of the
parties hereto, and confer no rights, benefits or claims upon any
person or entity not a party hereto.

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