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TERMS OF SALE

These Terms of Sale (“Terms”) govern the purchase of all products from Sunshine Supply Co., Inc. (“Sunshine Supply”) by the customer (“Customer”). Prior to proceeding with any purchase, it is important to note that, unless otherwise specifically outlined in a written agreement signed by Sunshine Supply, all sales of products (“Products”) are subject to and expressly conditioned upon these Terms. By accepting Products from Sunshine Supply, Customer acknowledges and agrees to abide by these Terms.

ACCEPTANCE

By Customer’s acceptance of Products from Sunshine Supply, Customer acknowledges and agrees that: (i) Customer has received the Products as stated on the provided Packing Slip, confirming they are free from visible defects, impairments, or missing components, (ii) Customer has had the opportunity to thoroughly examine and inspect all Products, including expiration dates, confirming that the Products are acceptable and all necessary components are present, (iii) Customer has had the opportunity to review manufacturer’s recommendations and instructions for Product use and acknowledges that Sunshine Supply does not condone and is not liable for any deviation from the manufacturer’s recommended use of the Products, and (iv) Customer has read and agrees to these Terms as set forth herein. Further, any receipt of a purchase order (“PO”) from the Customer, whether oral or written, will be considered as an offer to purchase the Products under these Terms. Any additional or conflicting terms and conditions proposed by the Customer are hereby rejected and deemed invalid. Customer’s acknowledgement and receipt of Products, as indicated herein, constitutes acceptance of these Terms. Any alteration to these Terms must be made in a writing signed by Sunshine Supply.

PRICING & PAYMENT

All pricing published by Sunshine Supply or by a representative of Sunshine Supply may be subject to change without prior notice. Pricing and Product Estimates are adjustable based on market conditions, fluctuations in supply and raw material costs, regulatory changes, volume discounts, shipping terms, and other factors beyond the control of Sunshine Supply. Any Estimate provided by Sunshine Supply is intended only as a current listing of prices which is subject to change and does not represent an offer, acceptance, or confirmation under § 2-207 of the Uniform Commercial Code (“UCC”). Fees or expenses concerning freight, transportation, storage, or shipping are provided as an estimated cost and are subject to change without prior notice. Sunshine Supply disclaims responsibility for any unforeseen variations in freight or shipping costs. Estimated shipping costs listed on Order Confirmations provided by Sunshine Supply may be subject to change and therefore such Order Confirmations do not signify an offer, acceptance, or confirmation under the UCC regarding the estimated shipping charge. Payment for Products sold hereunder is due and payable upon delivery of the Products unless otherwise agreed upon in a writing signed by Sunshine Supply. Sunshine Supply reserves the right to revoke any credit terms extended or to require payment in advance. If payment is not timely made, a monthly finance charge shall be assessed at the rate of 1.5% per month (18% per annum). Customer agrees to pay Sunshine Supply for all costs and expenses in connection with the enforcement of this agreement, including but not limited to reasonable attorney’s fees, collections costs, and expenses associated with the enforcement of preliminary lien rights such as mechanics lien, stop notice, bond claim, and Miller Act. Returned checks are subject to a $25.00 fee per occurrence.

EXCLUSION OF WARRANTIES

Customer hereby acknowledges and agrees that Sunshine Supply is not the manufacturer of the Products but is solely a distributor of the Products sold to Customer. Manufacturer’s specifications and data sheets are available to Customer prior to purchase of any Products and Customer agrees that they have thoroughly reviewed and understand such data sheets. The Products are not custom made for the Customer and the Customer receives the Products “as is”. Sunshine Supply makes no affirmation, representation, or warranty, either express or implied, as to the specification of Products sold, their merchantability, or their fitness for any particular purpose. Customer shall not make any reliance on verbal statements made by Sunshine Supply or by a representative of Sunshine Supply. No agent, employee, or representative of Sunshine Supply has any authority to bind Sunshine Supply with respect to any affirmation, representation, or warranty and none such shall be deemed effective or a part of any sale. No course of dealing between Sunshine Supply and Customer shall be deemed to imply any terms and conditions, affirmation, representation, or warranty other than set forth herein. Any representation or warranty made by the manufacturer of the Products to Customer is independent and separate from Sunshine Supply. Any warranty or liability of Sunshine Supply shall be void if the Products have been subject to abuse, misuse, alteration, neglect, or unauthorized use by Customer.

LIMITATION OF LIABILITY

Customer shall provide written notification to Sunshine Supply within one (1) business day after delivery to Customer of any problem or defect with the Products sold by Sunshine Supply. Failure to provide such timely written notification shall release Sunshine Supply from any liability to Customer. Any liability of Sunshine Supply with respect to the sale of the Products to Customer shall be limited solely to either the refund of the purchase price to Customer or the replacement of Products, in Sunshine Supply’s sole discretion, as well as assistance with the processing of Manufacturer’s Warranty Claims. Sunshine Supply shall not be liable for any loss, special, incidental, or consequential damage, interruption of business, loss of profits, or labor incurred to remedy or repair any damage arising by or resulting from the use or performance of the Products or for any cause whatsoever. If circumstances cause an exclusive or limited remedy to fail, Sunshine Supply shall not be liable for any special, incidental, or consequential damages of Customer at any time.

LIMITATION OF ACTION AND INDEMNIFICATION

Customer may not initiate any legal action or suit, regardless of form, arising from the sale of the Products to Customer more than one (1) year after any related cause of action has accrued. Customer hereby waives its right to a jury trial as to all claims or issues relating to the sale of the Products or to the interpretation or enforcement of this agreement. Customer hereby agrees to indemnify and hold harmless Sunshine Supply from any and all damages or claims, including third party claims, arising from the sale, delivery, or storage of the Products including all attorney’s fees.

SHIPMENT AND RISK OF LOSS

Sunshine Supply disclaims responsibility for shipping, storage, handling, insurance, or similar claim. Customer is deemed to have inspected and accepted the Products unless Customer has notified Sunshine Supply of any missing, damaged, or incorrect Products in writing within one (1) business day of receipt. Sunshine Supply does not assume any liability in connection with transportation or shipment of the Products. Any estimated shipping or delivery dates are approximate and depend on the timely receipt of information and approvals from Customer. Unless otherwise agreed upon in a writing signed by Sunshine Supply, all Products are deemed delivered upon readiness for pickup at our warehouse by Customer or by a common carrier for delivery to Customer. Sunshine Supply bears no liability for delays or failures in delivery resulting from factors beyond the control of Sunshine Supply. Title and risk of loss transfer to Customer upon the earlier of: (i) delivery to Customer or (ii) delivery to the designated carrier for shipment to Customer.

RETURN OF PRODUCTS

Sunshine Supply is under no obligation to accept return of Products purchased by Customer. Sunshine Supply may, in its sole discretion, accept a return and provide a refund or credit to Customer’s account if: (i) the Products were purchased from Sunshine Supply, (ii) the Products are in the original manufacturer packaging with the lot/batch number matching the original sale, (iii) the Products are not visibly defective or impaired, (iv) the Products were not customized, tinted, or “special order” (v) the Products have adequate remaining shelf life, and (vi) the Products are returned within sixty (60) days of the purchase date. A 20% restocking fee will apply to any return made after thirty (30) days following the purchase date but within the sixty (60) day return window. Additional limitations or costs may be imposed, including those required by the manufacturer of the Products.

GENERAL

The Terms set forth herein are the complete, exclusive, and final expression of the terms and conditions of sale of the Products to Customer. Neither Sunshine Supply nor Customer shall be bound by any other terms or conditions unless set forth in a written agreement signed by an authorized representative of Sunshine Supply. In the event that any provision or portion of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, such invalid portion shall be severed from these Terms and the remaining provisions of these Terms shall continue in full force and effect.