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Cutting Tools Abrasives Metalworking Fluids Chemicals
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Terms And Conditions of Sale

1. The following Terms and Conditions of Sale apply to all purchases and sales offered here. These Terms and Conditions of Sale are subject to update on our website, idg-corp.com. Your purchase means that you have accepted our Terms and Conditions of Sale in effect as of the date of purchase. We disclaim any other Terms and Conditions contained in any customer purchase order, order form or otherwise unless expressly agreed by us in writing.

2. Acceptance of Orders. The Products (any materials, good or merchandise regardless of type) sold and services provided by IDG USA, LLC (Seller) shall be subject to the Terms and Conditions contained herein. No written or oral order of Buyer shall become binding on Seller unless and until Seller has issued a written invoice as provided herein. Sales of Products hereunder are subject to and include these Terms and Conditions of Sale and are expressly conditioned upon Buyer's assent to any Terms and Conditions herein which are additional to or different from any terms or conditions of sale contained in any purchase order or other document submitted by Buyer. Without limiting the foregoing, no acknowledgment by Seller of or reference by Seller to or performance by Seller under any purchase order submitted by Buyer orally or in writing shall be deemed to be an acceptance by Seller of any terms or conditions contained in such purchase order which are additional to or contrary to the Terms and Conditions of Sale contained herein. Sales are final upon Seller's shipment of the Products and may not be cancelled or changed without written approval of Seller. Seller reserves to its sole judgment and discretion when and under what circumstances it will approve any order changes and/or cancellations.

3. Prices and Payment. Prices in this catalog are effective upon publication (or immediately when displayed on our web site) and are subject to change without notice. All prices are quoted in US dollars. All orders are subject to applicable shipping, freight, taxes and processing charges. Sales Tax: Customers are fully responsible for payment of all applicable state and local tax, or for providing a valid sales tax exemption certificate. All prices are F.O.B. Seller's facilities and include standard carton packaging. Prices do not include applicable sales, use, excise or similar taxes unless provided on the front hereof. The purchase price for products sold hereunder shall be due and payable in full in cash or by certified check within 30 days from the date of the invoice. Any amounts payable to Seller hereunder which are not paid when due shall thereafter bear interest at the rate of 1% per month or the maximum amount permitted by the applicable law, whichever is less. Time is of the essence of all payments due hereunder, and if any payment due Seller is collected at law, or through an attorney-at-law or under advice therefrom, or through a collection agency, Buyer shall pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees.

4. Security Interest. To secure Buyer's obligations hereunder, Seller reserves a security interest in all Products sold hereunder together with all proceeds thereof, until all payments with respect to the Products have been received by Seller. Buyer agrees upon request by Seller to perfect and maintain the security interest reserved herein. Buyer constitutes and irrevocably appoints Seller as its agent and attorney-in-fact for the purpose of executing any and all financing statements, notice and other documents that may be necessary from time to time for Seller to perfect and maintain the security interest reserve herein.

5. Delivery and Risk. Unless otherwise expressly provided, delivery hereunder shall be F.O.B. Seller's facilities. Buyer shall bear all risks of loss or damage to Products after they are delivered to Buyer or to a carrier on behalf of Buyer at Seller's warehouse. Any arrangements made or expenses incurred by Seller for carriage or insurance of Products after delivery shall be for the account of Buyer and promptly paid or reimbursed to Seller by Buyer. Unless Buyer specifies complete instructions as to the method of delivery, Seller may exercise its judgment and discretion in choosing the carrier and means of delivery. All charges incurred by Buyer for the storage of the Products after the delivery date shall be paid by Buyer.

6. Deferred Deliveries. Seller will not defer delivery at Buyer's request unless Buyer agrees to indemnify Seller against all loss and additional expense incurred by Seller in connection therewith including, but not limited to, demurrage, handling, storage, insurance and similar charges. Transfer to storage shall be considered delivery for all purposes hereunder, including invoicing and payment and Buyer shall bear all risks of loss or damage to Products during storage.

7. Limited Warranty. Buyer acknowledges that Seller is not the manufacturer of any of the Products. All Products sold hereunder shall be sold "AS IS" and shall be subject only to the Product manufacturer's standard terms of warranty available to Buyer, if any. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRITPION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND SELLER HEREBY DISCLAIMS THE SAME.

8. Limitation of Liability. In no event shall Seller be liable to Buyer, whether in contract or tort or under any other legal theory, for loss of profits or revenues, loss of use or similar economic loss, or for any indirect, special, incidental, consequential or similar damages arising out of or in connection with the sale, delivery, non-delivery, servicing, use, installation, maintenance, condition or possession of any Product sold hereunder, or for any claim made against Buyer by any other party, even if Seller has been advised of the possibility of such claim. In no event shall Seller's liability under any claims made by Buyer exceed the purchase price of the Products in respect of which such claim is made.

9. Indemnification. Buyer agrees to indemnify and hold Seller harmless from and against all claims, demands, liabilities, losses, costs, and expenses (including without limitation, reasonable attorney's fees) irrespective of the theory upon which based (including, without limitation, negligence and strict liability), Seller may suffer or incur as a result of any claims, demands, or actions against Seller by third parties arising out of the sale, delivery, installation or servicing of the Products sold or delivered to Buyer hereunder or in connection with the use, condition, possession, installation, ownership, selection, transportation, loading, unloading, maintenance or return of any Products sold or delivered to Buyer hereunder, including, without limitation, claims for injury to property or person (including death).

10. Inspection/Limitation of Actions. Buyer shall promptly inspect all Products upon delivery. All Products shall be deemed free of any defects, shortages or nonconformities, unless Buyer notifies Seller of such defects, shortages, or nonconformities in writing within ten (10) days after the date of delivery. No action, regardless of form, arising out or in connection with the sale of Products hereunder (other than an action by Seller for any amount due to Seller from Buyer) may be brought more than one year after the cause of action has arisen.

11. Compliance with Laws. States and localities have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Seller does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Seller accept responsibility for construction, installation and/or use of a product. Certain products may not be available for sale in all areas. The Buyer has the sole responsibility for compliance with all applicable laws, codes and regulations for each relevant jurisdiction.

12. Material Safety Data Sheets ("MSDS"). MSDS for OSHA defined hazardous substances are prepared and supplied by the manufacturers. Seller makes no representation or warranty concerning the accuracy of information or recommendations made by the manufacturer on an MSDS and Buyer is responsible for reliance on or use of such information. Seller makes MSDS sheets available to its customers when required. Seller will provide the MSDS sheet 1) on each first shipment of an item and 2) upon changes to the MSDS sheet by the manufacturer if Seller is notified of such changes and 3) upon request by the Buyer.

13. Regulated Products. Seller may by law be prohibited from offering certain products containing regulated substances, such as mercury, lead and ozone depleting chemicals. Seller relies on the manufacturer regarding the content of their products and makes no representations or warranties regarding the information provided by the manufacturer.

14 Force Majeure. Seller shall not be liable for any fault or delay in the performance of any of its obligations hereunder if such default or delay is caused, directly or indirectly, by fire, flood, earthquake; accidents; regulations or requirements of any governmental agency; interruptions of transportation facilities or delays in transit; supply shortages, or the failure of any party to perform any commitment to the Seller relative to the production or delivery of Products or any part thereof; or any cause, whether similar of dissimilar to the causes enumerated herein, beyond the reasonable control of Seller. If due to an excusable delay, performance cannot be completed within the original period for performance, the period for performance shall be extended for a reasonable period of time to allow for completion of performance.

15. Limitations on Assignment. Buyer may not assign all or any portion of its rights hereunder, or delegate or subcontract all or any portion of its obligations hereunder, without the prior written consent of Seller.

16. Remedies. Except as otherwise provided herein, any rights or remedies granted hereunder to either party shall be in addition to and not in lieu of any other rights or remedies of such party under law or equity.

17. Waiver. Buyer hereby waives demand, presentment, dishonor, protest, notice of nonpayment, notice of default and any and all other such demands or notices whatsoever. No express waiver or assent by Seller to any breach of or default in any term or condition hereof shall constitute a waiver of or assent to any succeeding breach of or default in the same or any other term or condition hereof.

18. Governing Law/Forum. This document and all amendments, modifications, alterations or supplements hereto, and the rights of the parties hereunder shall be construed and enforced in accordance with the laws of the State of Georgia, without regard to its rules regarding conflicts of law.

19. Entire Agreement. These Terms and Conditions supersede all prior discussions and agreements between the parties with respect to the subject matter hereof, and contain the sole and entire agreement between the parties with respect to the matters covered hereby. By way of illustration, and not by way of limitation, all purchase orders, delivery schedules and other documents submitted by Buyer hereunder or in connection herewith shall be deemed to incorporate without exception all of the Terms and Conditions of Sale contained herein notwithstanding any additional or contrary terms or conditions contained therein. The Terms and Conditions of Sale contained herein may not be modified or amended except by an instrument in writing signed by one of the Seller's duly authorized officers.

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E-Signature

The information given herein is offered as part of a request by the applicant for an extension of credit for commercial business use.
The information provided is represented by the applicant to be true, correct and complete.
The Applicant authorizes the Creditor to investigate all credit references and other sources pertaining to our credit and financial responsibility.
The undersigned authorizes its banks, trade creditors, and credit reporting agencies to disclose and provide the Creditor with complete information for the purpose of credit evaluation.
By signing below, I certify that I have the authority to bind the company to this agreement and that I agree to creditor's terms of sale.
It is understood and agreed by the customer that in the event legal action shall become necessary in order to effect collection for goods
purchased by the customer from the seller, the customer agrees to pay all seller's cost of collection including reasonable attorney's fees.


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