Terms and Conditions of Sale.
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TERMS AND CONDITIONS OF SALE
All purchase orders are accepted by AMERISAFE, INC. subject to the terms and conditions set forth below and on the face
Terms or conditions stated by Buyer and any other communication prior or subsequent hereto shall not be binding on AMERISAFE, INC. if in conflict with or in addition to any of the provisions of these Terms and Conditions of Sale unless expressly agreed in writing by., Placement of an order by Buyer or acceptance by Buyer of any AMERISAFE, INC. goods shall constitute acceptance by Buyer of these Terms and Conditions of sale. Any representations made by sale representatives, employees or agents of AMERISAFE, INC. inconsistent with these Terms and Conditions of sale shall not be binding on AMERISAFE, INC. and Buyer shall not rely thereon.
2. Terms of Payment. Unless otherwise provided on the face hereof, payment in full for all goods sold hereunder is due from Buyer to AMERISAFE, INC. net thirty (30) days from date of invoice; a one percent (1%) discount may be taken for invoices paid in less than twenty (20) days from the date of the invoice. All accounts which remain unpaid for more than thirty (30) days after the due date shall bear a late payment charge at the rate of 1.5% per month assessed against the unpaid balance from the due date until date of payment. This late payment charge shall accrue and be added to the unpaid balance and shall be subject to further late payment charges. AMERISAFE, INC. reserves the right at any time to alter or suspend credit or to change the credit terms provided herein when in its sole opinion the financial condition of the Buyer so warrants or such action is otherwise necessary or desirable to protect AMERISAFE, INC.’s interests. In any such case, in addition to any other remedies herein or by law provided, cash payment or satisfactory security from the Buyer may be required by AMERISAFE, INC. before shipment and the due date of payment by the Buyer hereunder may be accelerated by AMERISAFE, INC. Failure by Buyer to pay any invoices when due automatically makes all subsequent invoices immediately due and payable irrespective of otherwise applicable terms, and AMERISAFE, INC. may withhold all subsequent deliveries until the full account of Buyer is settled. Acceptance by AMERISAFE, INC. of less than full payment shall not constitute a waiver of any of its rights. By placing an order with AMERISAFE, INC. or by accepting goods delivered by AMERISAFE, INC. Buyer represents that it is not "insolvent" as that term is defined under applicable state and federal laws. In the event that Buyer becomes insolvent before delivery of the goods, Buyer shall immediately notify AMERISAFE, INC. A failure to so notify AMERISAFE, INC. shall be construed as a reaffirmation by Buyer of Buyer's solvency at the time of delivery. AMERISAFE, INC. shall also have the right to stop delivery of the goods by a carrier if Buyer becomes insolvent, repudiates or fails to make a payment due before delivery or if for any other reason AMERISAFE, INC. has a right to withhold or reclaim the goods under this contract or applicable law. AMERISAFE, INC. shall have such right to stop delivery of the goods regardless of whether they are to be shipped directly to the Buyer or to some third party as may be designated by the Buyer. Notwithstanding any other provision to the contrary, AMERISAFE, INC. reserves the right to ship goods to Buyer under reservation. To secure payment of the purchase price for goods sold hereunder, Buyer hereby grants to AMERISAFE, INC. a purchase money security interest in all such goods and authorizes AMERISAFE, INC. to sign and file any financing statements and take such other action as may be necessary or desirable to perfect such security interest.
Buyer shall pay all costs of collection including but not limited to reasonable attorneys' fees and expenses, court costs, collection agency fees and any other charges involved in the collection of (a) past due accounts, (b) amounts owed to AMERISAFE, INC. by Buyer by reason of Buyer's breach of these Terms and Conditions of Sale, and (c) any and all amounts owed by Buyer to AMERISAFE, INC. for any other reason whatsoever.
4. Price Changes. All prices are in U.S. dollars and are subject to change without notice at any time prior to actual delivery, unless otherwise agreed in writing. Orders calling for future delivery will be billed according to the price in effect at the time of delivery unless otherwise agreed in writing. Written quotations automatically expire unless accepted by Buyer within thirty (30) days from the date quoted and are subject to change by notice within such thirty (30) day period. Oral quotations are not binding unless accepted the same day they are made. Prices shown in published literature or advertising are for general information purposes only and are not quotations or offers to sell. AMERISAFE, INC. reserves the right to make correction in price quotations due to typographical, engineering or other errors or resulting from incomplete or inaccurate information supplied by Buyer.
5. Shipment and Risk of Loss. All goods are sold F.O.B. Amerisafe, INC. facility, Aurora, Illinois. The method and route of shipment are at AMERISAFE, Inc.’s discretion unless Buyer timely supplies explicit instructions otherwise AMERISAFE, INC. shall tender delivery of all goods to a carrier for transportation to Buyer's place of business but all costs of loading, handling, transportation and shipment for orders less than Five Thousand Dollars ($5,000) shall be borne by Buyer. All risk of loss shall pass to Buyer when the goods are made available to the carrier at AMERISAFE, Inc.’s facility, including without limitation all risk of loading, handling, transportation and shipment. Any and all claims for loss, damage, or delay in loading, handling, transportation or shipment must be made by Buyer against the carrier. In the event AMERISAFE, INC. advances shipping or related costs (for which it assumes no obligation to do hereby), Buyer shall reimburse AMERISAFE, INC. for such advancements in full at the time of payment set forth in Section 2 hereof. The foregoing provisions concerning the passage of risk of loss to Buyer shall govern even though AMERISAFE, INC. may have made nonconforming tender or Buyer attempts to revoke acceptance of the goods or Buyer repudiates this contract after the goods have been identified hereto.
ALL STATED DELIVERY DATES ARE APPROXIMATE. AMERISAFE, INC. shall endeavor to make deliveries in accordance with any stated delivery date, but if for any reason AMERISAFE, INC. shall fail to make any delivery by such delivery date AMERISAFE, INC. shall not be liable for any loss, damages or expense resulting from any such failure or delay in delivery including without limitation loss of use or profits, loss of business, expenses or costs arising from business interruption, attorneys' fees or any consequential, contingent, incidental or special damages caused or alleged to be caused from any such failure or delay in delivery.
7. Inspection and Acceptance. Buyer shall have ten (10) business days after receipt of the goods (the "Rejection Period") to inspect and either accept or reject them. Failure to inspect and/or reject the goods within the Rejection Period shall constitute a waiver of Buyer's right of inspection and an irrevocable acceptance of the goods. To reject any nonconforming goods, Buyer must immediately (and, in any event, within the Rejection Period) notify AMERISAFE, INC in writing that Buyer considers the goods nonconforming. Such notification shall identify each and every alleged nonconformity and describe that portion of the shipment being rejected. Failure of Buyer to give such notice within the Rejection Period shall constitute an unqualified acceptance of the goods by Buyer and a waiver of any and all claims by Buyer for nonconforming goods or delivery and Buyer shall be bound to pay for the goods in accordance with these Terms and Conditions of Sale.
. Cancellation. Any order placed with and accepted by .AMERISAFE, INC. may be canceled by Buyer only upon written approval of AMERISAFE, INC. and upon terms that indemnify AMERISAFE, INC. against loss.
9. Disclaimers. The products sold by AMERISAFE, INC. shall conform to the manufacturer's specifications for each product. AMERISAFE, INC. makes no warranties to Buyer, express or implied, and hereby expressly disclaims any implied warranty of merchantability or fitness for a particular purpose. The sole and exclusive remedy of Buyer in the event of any defect in design, material or workmanship shall be against the manufacturer of the product purchased, and not against AMERISAFE INC. Buyer agrees that it has not relied upon AMERISAFE, INC.’s skill or judgment to select or furnish the products purchased for any particular purpose, and this sale is made without any warranty by AMERISAFE, INC. that the products are suitable for any particular purpose or are safe for their intended use. AMERISAFE, INC. makes no warranty that the sale and use of the products sold do not infringe on any patent issued by the United States or any foreign country. Any such warranty is made, if at all, by the manufacturer of the goods sold hereunder.IN NO EVENT SHALL, AMERISAFE, INC. BE LIABLE AT LAW OR IN EQUITY, FOR ANY LOSS, LIABILITY, DAMAGE OR EXPENSE RELATING TO ANY DEFECT IN DESIGN, MATERIAL OR WORKMANSHIP, OR IN ANY OTHER RESPECT. UNDER NO CIRCUMSTANCES SHALL AMERISAFE, INC. BE LIABLE FOR LOSS OF USE OR PROFITS, LOSS OF BUSINESS, EXPENSES OR COSTS ARISING FROM OR ALLEGED TO ARISE FROM BUSINESS INTERRUPTION, ATTORNEY'S FEES OR CONSEQUENTIAL, CONTINGENT, INCIDENTAL OR SPECIAL DAMAGES CAUSED OR ALLEGED TO BE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHER BREACH OF DUTY OF OR BY AMERISAFE, INC.
10. Indemnification. Buyer shall defend, indemnify and hold harmless AMERISAFE, INC. and its affiliated or related companies, and their successors, assigns, directors, officers, employees, representatives and agents (each an "Indemnity") from and against any and all claims, losses, liability, damages and expenses including but not limited to attorneys' fees and costs of defense (collectively, "Claims" and individually, "Claim") arising from, related to, or in any way connected with or alleged to arise from or out of (a) any asserted deficiencies or defects in the goods caused by any alteration or modification thereof by Buyer with or without AMERISAFE , INC.’s consent, or improper handling or storage by Buyer, (b) the breach of any term or condition stated herein, (c) Buyer's failure to label the goods or Buyer's improper labeling of the goods regardless of whether the labeling was done with or without the advise of AMERISAFE , INC., or (d) any act or omission of Buyer; including without limitation the generality of the foregoing, any Claims for or resulting from any injury to person (including death) or damage to property (including loss of use thereof and consequential damages therefrom) or for economic loss; and irrespective of whether or not such Claim is caused or alleged to be caused in part by the joint, several or comparative negligence, breach of contract, breach of warranty, or other breach of duty of or by Indemnity or as a result of Indemnity’s strict or other product liability. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which indemnity has by law.
11. Statute of Limitations. ANY ACTION BY OR ON BEHALF OF BUYER OR ITS SUCCESSORS OR ASSIGNS FOR BREACH OF THIS CONTRACT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
12. Material Safety Data Sheets. Any material safety data sheets ("MSDS") provided by AMERISAFE, INC. are provided to AMERISAFE, INC. by the manufacturer of the products sold hereunder. AMERISAFE, INC. shall not be liable to buyer for any inaccuracies, omissions or errors in such material safety data sheets.
13. Force Majeure. Notwithstanding any provision hereof to the contrary, AMERISAFE, INC. shall not be liable in any respect for failure or delay in the performance of any obligations hereunder if such failure or delay is due wholly or in part to (a) a shortage of material, transportation or utility services for whatever reason, (b) any labor or production shortage or difficulty of AMERISAFE, INC. or of any source supplying materials or components to AMERISAFE , INC., including without limitation any strike, lockout or similar disturbance, (c) any governmental action, inaction, delay or restraint, (d) any war, insurrection, terrorist act or acts, or similar occurrence, or (e) any explosion, fire, storm, flood or other act of God, or any other cause, whether or not of the kind specifically enumerated above, or otherwise beyond AMERISAFE , INC.’s reasonable control or occurring without AMERISAFE , INC.’s fault or negligence.
14. Severability, Termination, Effect on Price. Should any paragraph, sentence, term or other provision of these Terms and Conditions of Sale be invalid or unenforceable under the law of the place where it is to be performed or be declared invalid or unenforceable by a court or other competent authority having jurisdiction over the matter, AMERISAFE, INC. may elect to either (a) terminate this contract if not fully performed by it, or (b) consider this contract severable as to such provision and such provisions shall thereafter be deemed severed and inoperative. In such latter event, the remainder of this contract shall be in full force and effect as if such severed provision were never a part of the same. In addition, if such severance shall have an adverse financial impact on AMERISAFE, INC., AMERISAFE, INC. shall have further right to an appropriate upward adjustment in the price of goods sold or to be sold hereunder.
15. Waiver of Breach. The failure of either party to enforce any time any of the provisions of these Terms and Conditions of Sale, irrespective of any previous action or proceedings taken by it, shall in no way be considered (a) to waive such provisions, (b) to affect the validity of these Terms and Conditions of Sale, or (c) to preclude or prejudice the parties from exercising the same or any other rights it may have hereunder.
. Any tax or governmental charge imposed upon the sale or transfer of the goods hereunder shall be paid by Buyer and the failure of Buyer to do so shall be a breach of these Terms and Conditions of Sale.
17. Governing Law and Choice of Forum. In the event of any dispute hereunder, the laws of the State of Illinois shall govern the validity, performance, enforcement and any other aspect of these Terms and Conditions of Sale notwithstanding any other jurisdiction's choice of law rules to the contrary. The parties hereto expressly agree that any and all actions concerning any dispute arising under the Terms and Conditions of Sale shall be filed and maintained only in a state or federal court of competent jurisdiction sitting in the State of Illinois.Where AMERISAFE, INC., (lessor rents or leases equipment to any customer (lessee) then the following additional provisions shall apply:
1.) No assumption of Liabilities - Lessor shall assume any obligations or liabilities arising from incurred in the operator of Lessee's business. Lessee agrees to indemnify and hold lessor harmless from any claims, losses, expenses (including but not limited to attorney's fees). Liabilities and obligations arising out of, or resulting from Lessee's business (including those arising from use of equipment rented under our Rental agreement) and asserted against Lessor as a result of Lessee's rental of the equipment.
2.) The invalidity, unenforcement or waiver of any of the provisions shall not affect the remaining provisions.
3.) Insurance requirements - Lessee agrees as a condition of this agreement to add AMERISAFE, INC., Inc. as additional insured onto its general liability policy with limits of at least 1 million occurrence and 1 million aggregate. Additionally, Lessee agrees to add AMERISAFE, INC., onto its equipment policy as a loss payee for the equipment being rented.
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