The following Terms and Conditions of Sale (these "Terms and Conditions") are applicable to all quotations and orders between [WORLDPAC] or any affiliate designated in an Order (in each case referred to as "Supplier") and any customer ("Customer") of all automotive parts or products to be sold to Customer ("Parts"). These Terms and Conditions are the only terms and conditions, oral or written, that apply to the sale of Parts to Customer except (i) for additional terms consistent with these Terms and Conditions on prices, quantities, delivery schedules, and the description and specifications of the Parts as set forth in a purchase order issued by Supplier or approved by Supplier (each, an "Order") and (ii) as set forth in a separate written agreement signed by Customer and by a duly authorized employee on behalf of Supplier that expressly refers to these Terms and Conditions. Any specifications for a Part shall be only as set forth in an Order ("Specifications"). All quotations and offers are issued subject to these Terms and Conditions and all orders accepted are conditioned on and presume acceptance of these Terms and Conditions without modification. Any quotation made by Supplier in respect of the sale and delivery of Parts is for information only and shall not constitute a firm offer.
Seller's acceptance of any order of Customer is expressly conditioned on Customer's acceptance of these Terms and Conditions and Supplier hereby objects to and rejects any other terms or conditions appearing on, incorporated by reference in or attached to any purchase order, acceptance, acknowledgement, invoice, transmittal or other document of Customer. Alterations or amendments of these Terms and Conditions must be accepted by Supplier in writing; otherwise they shall be deemed null and void. Supplier's failure to object to any provision contained in a document or communication from Customer shall not be a waiver of these Terms and Conditions or any Order. All proposals, negotiations, representations, quotations or agreements, if any, written or oral, regarding the sale of any Parts and made prior to or contemporaneously with the acceptance of these Terms and Conditions and any Order are merged herein. Acceptance of these Terms and Conditions and any Order, both or either of which may be delivered to Customer in electronic form by Supplier shall be deemed to have occurred upon the earlier of (i) executing or accepting these Terms and Conditions, (ii) executing or accepting any Order, (iii) when Customer is aware that Supplier has commenced performance thereunder, or (iv) taking delivery of any Parts. Accepted Orders may not be modified, cancelled or rescheduled without Supplier's written consent and are subject to modification, cancellation or reschedule charges determined by Supplier.
All prices are as set forth in the Order and are stated FCA Incoterms 2020 (Supplier warehouse ). Prices do not include sales, use, gross receipt, valued added, excise or other taxes, fees, tariffs or duties that may be imposed on the sale or use of a Part. Taxes or assessments that are required by law to be collected will be separately invoiced. All prices are subject to change without notice.
New accounts are shipped C.O.D. until credit is established through furnishing of references and other proof of financial responsibility. Once credit is established, payments are net and due by the 10th of the month following the statement-billing period. Statement billing closes on the 25th day of the month unless the 25th falls on a weekend or holiday then the close will be the last business day prior to the 25th. Please see monthly billing close schedule.
A late fee charge of 1.5% per month will be applied and collected against all accounts which are past due. Customer shall pay Supplier for all collection costs Supplier incurs to collect from Customer any amount past due.
A $30.00 fee will be charged on all returned checks.
Defined as areas where Orders placed by a specific time, as defined by Supplier, will be delivered the same day. Same day service is available within the defined areas based on the following criteria.
Contact your Sales Associate for current freight policy.
Risk of loss, damage or package shortage passes to the Customer FCA Incoterms 2020 (Supplier warehouse ). When a package or shipment appears damaged at the time of receipt, please note the condition of the container over your signature on the receipt and have the driver sign the bill of lading indicating the problem. You must file a formal claim against the carrier for any loss, damage or package shortage. Title to Parts shall pass to Customer when Parts are paid for in full.
If an Order is received in good condition and after unpacking, shortages of Parts, overages of Parts, or wrong Parts are discovered, Customer must notify Supplier within 48 hours (two business days) by contacting its sales associate.
Subject to the provisions of this Section 8, Supplier provides to Customer a customer satisfaction policy that all Parts sold will be free from defects in material or workmanship for a period of 24 months / 24,000 miles/40,000 kilometers (Canada only) (whichever occurs first) or, any transferable express warranty of the manufacturer, whichever is greater.
The customer satisfaction period commences on the date the Part is delivered to the final consumer but no later than 6 months after the date of invoice by Supplier. As Customer's sole and exclusive remedy under the customer satisfaction policy, Supplier will replace free of charge or issue credit at Supplier's sole option any Parts which, under normal condition of use and service, proves to be defective in material or workmanship. Supplier's policy does not cover any labor cost for removal or damage resulting from delay or loss of use in service or repair even if caused by negligence or other fault of Supplier or its representatives.
Excluded from Supplier's policy are performance or modified Parts, failures caused by misuse, negligence, modification, abuse, improper diagnosis, application, installation, operation or vehicle condition. Claims under this policy must be submitted to Supplier in writing prior to the expiration of the customer satisfaction period by indicating the number of the invoice with which the Part has been supplied by Supplier, a copy of the repair order showing when the Part was first installed, as well as the copy of the repair order.
EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 8, SUPPLIER IS SELLING OR PROVIDING TO THE CUSTOMER THE PART'S "AS IS" AND SUPPLIER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SUPPLIER does not authorize any person to grant any warranty or assume any liability on behalf of Supplier.
Supplier will accept authorized returns on saleable Parts purchased from Supplier within the last 45 days. Authorization can be obtained through speedDIAL or by contacting your sales associate and requesting a Return Merchandise Authorization (RMA).
The following Parts may not be returned:
All cores must have been purchased from Supplier within the past 90 days.
All cores must be returned in the original carton.
Cores must be complete, assembled, and rebuildable. Cores missing parts, broken housing, and damage by abuse, fire, water or weather will not be accepted. Fuel distributors and control units, disassembled or tampered with are unacceptable for return.
Critical core items (i.e., cylinder heads, turbo chargers) may require manufacturer acceptance prior to credit being issued.
RMAs can be obtained through speedDIAL or by contacting Customer's sales associate. An RMA must be obtained prior to the return of any Parts. All returns must be shipped freight prepaid. Local delivery returns of Customer will be picked up by Supplier with Customer's next Order, but an RMA is always required.
IN NO CASE SHALL SUPPLIER BE LIABLE (WHETHER BASED UPON BREACH OF ANY WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR ANY OTHER LEGAL THEORY) FOR (I) THE VALUE OR COST OF ANY PROPERTY INCLUDING, WITHOUT LIMITATION, ANY PROPERTY OR GOODS INTO WHICH THE PARTS ARE INCORPORATED OR INSTALLED, (II) ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY OTHER INDIRECT DAMAGES OR LOSSES, OR (III) ANY LOSS OF PROFIT, LOSS OF ANTICIPATED PROFIT, LOSS OF SAVING OR REVENUE, LOSS OF BUSINESS, LOSS OF CONTRACT, LOSS OF USE OF GOODS, OVERHEAD RECOVERY, COST OF CAPITAL, LOSS OF DATA, LOSS OF PRODUCTION, COST OF SUBSTITUTE GOODS, DEPLETION OF GOODWILL OR PRODUCT RECALL.
IN ALL CASES SUPPLIER'S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS AND ANY ORDER, WHETHER BASED UPON BREACH OF ANY WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY SHALL NOT EXCEED THE PRICE OF THE PARTS TO WHICH ANY CLAIM OR CLAIMS RELATE.
IF ANY REMEDY PROVIDED IN THESE TERMS AND CONDITIONS OR ANY ORDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT.
Customer shall defend, indemnify and hold harmless Supplier and its affiliates against any and all claims, losses, liabilities, damages, costs and expenses caused by or arising out of or relating to (i) any breach of contract by Customer; (ii) any act, omission or misconduct of Customer (and/or any of Customer's employees, agents, affiliates and/or customers); (iii) any violation by Customer (and/or by any of Customer's employees, agents, affiliates and/or customers) of any applicable law, rule or regulation or order or restriction of any governmental authority; or (iv) Customer's (and/or any of Customer's employee's, agent's, affiliate's and customer's) distribution, storage, handling, use, or disposal of Parts. These indemnification obligations shall apply notwithstanding any actual or alleged defect or hazard inherent in the Parts or negligence of Supplier, its employees, agents, affiliates, vendors or subcontractors.
All sales and shipments to be made are subject to Supplier's ability to obtain any necessary materials, components, parts and/or the Parts to be sold; governmental actions, priorities, and other governmental laws, regulations, orders, ordinances and restrictions that may be in effect from time to time; strikes, lockouts and shortage of labor; fires, strikes, pandemics, epidemics, any global, national, or local public health emergency or disease outbreak; acts of God and the elements; war, riot, delays in transportation, federal, state, or local government declared states of emergency, restrictions or embargoes; and any other causes of delay in production, procurement and/or shipment or delivery beyond Supplier's control. Any shipment dates are approximate only. Supplier shall attempt to meet any shipment date specified, but in no event shall Supplier otherwise be responsible or liable for failure to procure, ship or deliver by such date, and time shall not be of the essence in respect thereto; nor shall Supplier be liable to Customer or any third party for damages due to delays in the procurement, shipment or delivery of Parts whether or not due to causes within Supplier's control. Delivery schedules (even under blanket orders) shall be subject to reasonable procurement scheduling by Supplier; delivery schedules shall be prorated reasonably over the applicable period of time; Parts not called out for delivery within the period shall be invoiced to and paid for by Customer at the end of the period; and in no event shall Supplier be obligated to maintain prices if Customer fails in any way to meet the requirements of these Terms and Conditions.
Customer agrees and acknowledges that the Parts are sold in accordance with U.S. Export Administration Regulations and all other applicable export laws and regulations. Customer shall be responsible for complying with any legislation or regulations governing the importation of the Parts into the destination country and in particular Customer shall be solely responsible for obtaining all import authorizations and paying any import duty. Customer agrees to ascertain and comply with all applicable export and re-export obligations and restrictions, including without limitation, U.S. and all other applicable export and re-export controls and economic sanctions regulations. U.S. and other applicable economic sanctions laws and regulations prohibit virtually all exports and re-exports of products to, and transactions with, certain countries, including without limitation, Cuba, North Korea, Iran, Sudan and Syria. Diversion of Parts contrary to U.S. law or any other applicable law is strictly prohibited. In addition, Customer will review and comply with any applicable national export compliance laws and regulations in Customer's home country that may impact the export or re-export of the Parts.
These Terms and Conditions do not constitute an agency relationship between the parties and neither party shall hold itself out to be the legal representative, agent, or employee of the other party for any purpose whatsoever. Neither these Terms and Conditions nor any Order, nor any term or provision hereof or thereof may be modified, amended, or waived by Customer, except by a writing duly executed by Supplier. No course of dealing, usage of trade or course of performance shall be relevant to supplement or explain any terms used in these Terms and Conditions or any Order. These Terms and Conditions and any Order shall be binding upon and inure to the benefit of Supplier and Customer and each of their respective successors and permitted assigns. Customer shall not assign or delegate its rights or obligations under these Terms and Conditions or applicable Order in whole or in part without the prior written consent of Supplier, which consent shall not be unreasonably withheld. Supplier may assign and/or delegate it rights and/or obligations under these Terms and Conditions and/or any Order in whole or in part at any time without the consent of Customer. If any provision of these Terms and Conditions or any Order shall be held invalid or unenforceable by any court of competent jurisdiction, such provision shall be deemed deleted from these Terms and Conditions or any Order and replaced by a valid and enforceable provision which, so far as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of these Terms and Conditions and any applicable Order shall continue in full force and effect. These Terms and Conditions together with any Orders represent the entire integrated contract of the parties with respect to the terms of purchase and sale of the Parts and supersede all previous agreements and understandings between the parties with respect to the subject matter of these Terms and Conditions, and may not be modified except by an instrument in writing signed by the duly authorized representatives of the parties.
These Terms and Conditions and all Orders shall be governed by, construed and interpreted in accordance with the laws of the State of Delaware, without reference to (i) the conflicts of laws principles thereof and (ii) the United Nations Convention on Contracts for the International Sale of Goods, the provisions of which are expressly excluded. Any claim, action, suit or other proceeding initiated under or in connection with these Terms and Conditions or any Order may be asserted, brought, prosecuted and maintained only in any federal or state court in the State of Delaware having jurisdiction over the subject matter thereof, and the parties hereto hereby waive any and all right to object to the laying of venue in any such court and to any right to claim that any such court may be an inconvenient forum. The parties hereto submit themselves to the jurisdiction of each such court and agree that service of process on them in any such action, suit or proceeding may be affected by the means by which notices are to be given to it under these Terms and Conditions. Any claim, action, suit or other proceeding initiated by Customer in connection with these Terms and Conditions must be brought within one year after delivery to Customer of the applicable Parts to which such claim, action, suit or other proceeding relates.
Effective March 24th, 2025