Terms of Sale & Commercial Credit Agreement
Scope and Application
These Terms of Sale and Credit ("Terms") govern all purchases made from Castillo Electric Distribution (CED) and its affiliated entities. Section I applies to all sales of goods. Section II applies when CED elects to extend commercial credit. References to “CED” or “Seller” include all affiliated and subsidiary operations. The term “Customer” refers to the purchaser and any of its related entities. These Terms form a binding agreement between CED and the Customer regarding sales transactions and any credit arrangements.
Agreement & Electronic Authorization
By purchasing from CED, the Customer agrees to these Terms, whether the agreement is entered electronically or in writing. Individuals acting on behalf of the Customer affirm they are authorized to do so. Electronic transactions, including signatures, will carry the same legal effect as written ones.
I. SALE TERMS
Delivery, Title & Risk of Loss
If CED delivers goods using its own transportation, the destination is the delivery point (F.O.B. Customer’s site). For third-party shipments, title and liability transfer to the Customer at the F.O.B. origin point (CED warehouse). CED may make partial deliveries. Customers must comply with U.S. export regulations when shipping products internationally or using them in exported goods.
Product Inspection and Acceptance
Customers are responsible for inspecting deliveries upon receipt. Any concerns regarding quantity, damage, or compliance must be reported within two (2) business days. Failure to notify CED within this window constitutes acceptance of the goods. Continued use or payment of the goods will be viewed as acceptance of performance.
Order Changes & Return Conditions
Changes to confirmed orders—such as product types, quantities, or delivery terms—must be approved in writing by CED. All product returns require prior written authorization and may be subject to restocking fees. Special-order or custom-made items may not be returnable. If CED determines resale is not feasible, the Customer remains liable for the original purchase price.
Pricing & Taxes
Prices are subject to change without notice and are only valid for 10 days unless otherwise noted. Typographical or calculation errors are not binding. Sales tax and other applicable government fees are the responsibility of the Customer unless a valid exemption certificate is provided.
Warranties & Liability Limitations
CED guarantees that all products are new and meet standard industry quality. Should a product fail to meet expectations, CED will either replace it or refund the amount paid. This is the Customer’s sole remedy. CED disclaims all implied warranties, including merchantability or fitness for a particular purpose. Under no circumstances will CED be responsible for indirect, incidental, or consequential damages, and liability will never exceed the purchase price of the item in question.
Force Majeure
CED is not liable for delays due to factors beyond its control—such as weather, natural disasters, labor disruptions, supplier shortages, or acts of government. In such cases, timelines and prices may be reasonably adjusted.
Jurisdiction & Applicable Law
Legal disputes may be brought in the jurisdiction where the goods were sold, delivered, paid for, or where CED is headquartered. CED reserves the right to choose among these venues. The agreement will be interpreted in accordance with state law and the Uniform Commercial Code, excluding international treaty law such as the CISG.
General Terms
These Terms override any inconsistent terms in Customer documents (e.g., purchase orders). No modifications are binding unless made in writing and signed by an authorized CED representative. If any portion of these Terms is deemed invalid, the rest remain enforceable. Customer must notify CED of changes in ownership or solvency status.
Waiver of Jury Trial
Both parties waive the right to trial by jury in the event of legal action related to these Terms.
II. COMMERCIAL CREDIT TERMS
Credit Application & Use
By applying for credit, the Customer certifies all information provided is accurate and acknowledges that credit decisions are based on this information.
Payment Terms
Unless otherwise stated, payment is due by the 16th of the month following purchase. Late payments may incur a 1.5% monthly finance charge, or the maximum allowed by law. Delinquency may result in withheld shipments.
Credit Limits & Changes
CED may increase, reduce, or revoke credit limits at its sole discretion. Approval of future credit transactions is not guaranteed.
Termination of Credit
Credit privileges remain active until CED receives written notice from the Customer requesting closure of the account(s).
Credit Checks
Customer authorizes CED to review business and personal credit reports when assessing or updating credit arrangements.
Closing Accounts
Customers intending to close an account must notify CED in writing 30 days in advance, specifying the account name and number.
Remedies for Default
CED reserves the right to pursue legal remedies in the event of nonpayment, breach, or other default under this agreement.
Indemnification
Customer agrees to hold CED harmless from any damages or legal actions arising from misuse of products, inaccurate information, job-site liabilities, or noncompliance with these Terms.
Job Site and Lien Rights
If credit is extended for a job site, Customer must provide accurate project details for CED to preserve lien or bond rights. Failure to do so is considered a material breach.
Entire Agreement
These Terms, along with any updates issued by CED in writing, form the entire agreement between both parties.
Binding Nature
This agreement is binding upon successors, assigns, and legal representatives. CED rejects any conflicting terms from Customer documentation unless explicitly agreed to in writing.
Partial Payments
Acceptance of partial payments does not waive CED’s right to collect the remaining balance.
Attorney Fees
In any legal action arising from this agreement, the prevailing party is entitled to recover court costs and reasonable attorney fees.
Signatory Responsibility
By submitting a credit application, the signer confirms they are authorized to enter this agreement. If this is not the case, the individual may be held personally liable.