Terms & Conditions

These are the Standard Terms and Conditions (hereinafter “Terms”) of Sale for South Street Supply, LLC. (hereinafter “SSS”). These Terms shall bind SSS and its Purchaser (the “Purchaser”) regarding the purchase and sale of SSS’s products and materials (the “Products”). Terms, as used herein, shall include the terms and conditions of any Credit Agreement, and shall govern the sale of Products identified on a delivery, pick ticket, quotation, estimate, order acknowledgment, or invoice (collectively, the “Ticket”) issued by SSS to Purchaser, and includes any related services such as delivery. 

1. Acceptance of Orders. SSS’s offer to sell Products to Purchaser or acceptance of Purchaser’s order is expressly conditioned upon Purchaser’s acceptance of these Terms. By accepting delivery of Products from SSS, Purchaser agrees to be bound by these Terms unless otherwise set forth in a separate written agreement signed by both Parties. Purchaser’s use or holding of SSS’s Products for ten (10) days after delivery shall constitute Purchaser’s acceptance of these Terms. 

2. Signatures; Authority. Signatures are not required on delivery documents in order for SSS to enforce these Terms. Any and all individuals signing Tickets on behalf of Purchaser represent and warrant to SSS they are authorized to do so and acknowledge these Terms shall be binding upon Purchaser. Purchaser affirms and ratifies any individual signing a Ticket on behalf of Purchaser is authorized to place such orders. 

3. Rejection of Terms; Inconsistent Terms. These Terms supersede and replace all prior oral or written agreements, proposals, memoranda, correspondence, or other communications between the Parties, excepting a written agreement to the contrary signed by both Parties. Any additional, inconsistent, or different terms or conditions contained in any purchase order or other documents submitted by or on behalf of Purchaser at any time, whether before or after the date hereof, shall be deemed a material alteration and not a rejection of these Terms, and are hereby expressly rejected by SSS. 

4. Payment Terms; Prices. Purchaser shall pay in full for all Products on the due date specified in each purchase order and corresponding SSS invoice issued to Purchaser. All price quotes provided by SSS to Purchaser shall expire within the time stated in any quote, defined as any form of communication of the quote, whether in person, by telephone, or in any written form including email. No payments shall be subject to any setoffs, deductions, or claims, unless agreed to in writing by SSS. Regardless of any statement appearing on a check or otherwise, SSS shall have the right to set-off any amounts owing from Purchaser against any amounts payable to Purchaser, and SSS’s acceptance of a payment in an amount less than due shall in no way constitute an accord and satisfaction, nor prejudice SSS’s rights and remedies to collect the full amount due. Prices do not include any sales taxes or other charges levied by any governmental authority upon the sale, use, or transportation of the Products, all of which shall be paid by Purchaser to SSS at the time of sale unless Purchaser supplies, and SSS accepts a sales tax exemption certificate. Time is of the essence with regards to these Terms. 

5. Shipping; Title; Risk of Loss. SSS shall tender all Products either to (a) Purchaser, or (b) Purchaser’s carrier at SSS’s or manufacturer’s facility, or such other location as may be designated on the Ticket, or by delivery to the “Ship To” address specified on the Ticket. All shipping dates are approximate and not guaranteed. For Products tendered at SSS’s or manufacturer’s facility, both title and risk shall transfer from SSS to Purchaser when the Products are loaded onto Purchaser’s vehicle(s) or Purchaser’s carrier vehicle(s). For Products delivered to the “Ship To” location specified on the Ticket, title and risk of loss shall vest in Purchaser, regardless of shipping or insurance arrangements, either (a) at the time the Products arrive curbside at the “Ship To” address and even before unloading, spreading, or stocking, or (b) if the Ticket specifies SSS shall supply the unloaded, spreading, and/or stocking services, then at the time the Products are so unloaded, spread, and/or stocked. Purchaser solely and exclusively assumes all risk for any damages related to any handling of the Products occurring after such transfer of title. In the event of delivery to a “Ship To” address, Purchaser represents and warrants to SSS that Purchaser has the ability and right to permit the access necessary for SSS to make complete delivery of the Products, specifically for ingress, egress, unloading and deposit of Products, and all related and necessary activities. SSS shall retain a Uniform Commercial Code purchase money security interest in the Products until final payment is received, as filed or recorded in the discretion of SSS, and Purchaser grants SSS a right of repossession of all materials for which credit terms are in default, or in SSS’s sole discretion, until full payment is received. For delivery and repossession purposes, Purchaser hereby grants SSS and its respective carriers a license to enter the construction property. 

6. Inspection of Products; Notice of Damage. Purchaser shall promptly inspect any and all purchased Products for any reasonably discoverable damage or non-conformity within forty-eight (48) hours of delivery, with delivery defined as SSS’s tender of Products per Section 5 above, and notify SSS in writing of any such damage or non-conformity. All claims for damages or non-conformance which could reasonably be discoverable in the course of such investigation, but which were not made within said forty-eight (48) hour period, shall constitute irrevocable acceptance of the delivered Products and act as a waiver of any damage or non-conformity. Following timely notice of damaged, defective, or non-conforming Products which SSS delivered to Purchaser, the sole remedy for any damaged or non-conforming Products shall be, at SSS’s election, (a) replacement of the damaged or non-conforming Products, or (b) refund of the price paid by Purchaser to SSS for such damaged or non-conforming Products. 

7. Set-off Rights. SSS shall have a right of setoff against all money, accounts, rebates, credits, and other property of Purchaser, now or hereafter in possession of or maintained by SSS, and, following a default, such right of setoff may be exercised without demand upon or notice to Purchaser. No right of setoff shall be deemed to have been waived by any act if on conduct on the part of SSS, or by any neglect to exercise such right of setoff, or by any delay in so doing 

8. Cancellations; Returns. If Purchaser fails to make payment as required by the Terms, or otherwise fails to comply with these Terms or act in accordance with any other agreement between Purchaser and SSS, then SSS may, at its option, without prejudice, and in addition to other remedies, cancel any unshipped portion of Purchaser’s order without any liability to SSS, in which case Purchaser remains liable for all unpaid amounts for Products already delivered. Subject only to Section 6 above, Products cannot be returned, and orders, once accepted by SSS, cannot be cancelled without SSS’s prior written consent, which may be withheld in SSS’s sole discretion. All Products accepted by SSS for return and refund are subject to a restocking fee of twenty-five (25%) of the price of cancelled or returned Products, plus shipping costs, to be paid by Purchaser. 

9. No Warranty. ALL PRODUCTS ARE SOLD “AS-IS.” SSS DOES NOT MAKE, AND DISCLAIMS ALL WARRANTTIES, WHETHER EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, COURSE OF DEALING, USAGE OF TRADE, OR OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS (WITH ANY AND ALL INTELLECTUAL PROPERTY RIGHTS REMAINING WITH THE MANUFACTURER). SSS agrees to act as a liaison for Purchaser with respect to the manufacturer regarding any manufacturer warranties; provided, however, SSS makes no representations as to dispute outcome and retains the right to terminate such efforts in its sole and exclusive discretion. Purchaser represents and warrants (a) it will use all Products for business and commercial purposes and not for personal, household, or family uses, and (ii) Purchaser is not a “consumer” as defined by any applicable federal or state usury or consumer protection laws, including without limitation, the Fair Credit Reporting Act, 15 U.S.C. § 1681. SSS is only obligated to distribute the Products ordered by Purchaser (if SSS accepts such order) without regard to the Product’s appropriateness to Purchaser’s intended application, whether express, implied by circumstances, or otherwise. 

10. Limitation of Damages. Purchaser’s sole and exclusive remedy and the limit of SSS’s liability for breach of a limited warranty, if any, whether based in tort, contract, strict liability theory, or otherwise, shall be, at SSS’s option, (a) replacement with a like quantity of non-defective product; or (c) refund of the purchase price, plus reasonable handling and transportation costs incurred for approved returns pursuant to Section 7 herein. UNDER NO CIRCUMSTANCES SHALL SSS BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES BASED ON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY AT LAW OR IN EQUITY, FOR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. Consequential and special damages shall not be recoverable even if the replacement, or refund remedy fails of its essential purpose or for any other reason. 

11. Force Majeure. SSS shall not be in breach or default of these Terms if performance is delayed or made impracticable by the occurrence of any one or more of the following: (a) fires, floods, or other casualties; (b) wars, riots, embargoes, pandemics, epidemics, governmental regulations or martial law; (c) inability to obtain necessary materials from usual sources of supply; (d) shortage of transportation or delays in transit; (e) strikes or other labor troubles; and (f) other conditions not reasonably within SSS’s control, whether or not of a kind mentioned herein. 

12. Indemnification; Release. Purchaser, on behalf of itself and its insurers, respective successors, and assigns, as against SSS and its directors, officers, employees, agents, managers, members, representatives, contractors, and all of their respective successors and assigns (the “SSS Parties”), Purchaser hereby waives all rights, liabilities, losses, claims, damages, penalties, actions, lawsuits, judgments, costs, and expenses of any kind (including attorneys’ fees) arising out of or related to (a) the transport, unloading, handling, rehandling, spreading, stocking, or storage of the Products, except where SSS is providing such services; (b) the possession, use, or installation of any Products, or (c) any re-sales of Products by Purchaser to a third party (collectively referred to hereinafter as “Section 12 Claims”). Purchaser shall indemnify, defend, and hold SSS Parties harmless from and against all Section 12 claims and all third party claims against SSS for any mechanic liens or payment bond claims filed by SSS to recover for delinquent amounts owed to SSS by Purchaser. 

13. U.S. Foreign Corrupt Practices Act. SSS and Purchaser each represent and warrant it understands and shall comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery and anti-corruption laws of the jurisdictions under which each party is or may be acting hereunder. 

14. Export Control Regulations. All Products sold by SSS are subject to the export control laws of the United States, and Purchaser agrees not to divert or resell the Products contrary to such laws. If any license or consent of any government or other authority is required for the acquisition, carriage, or use of product by Purchaser, Purchaser shall obtain the same at its expense and provide evidence of the same to SSS on request. Failure to do so shall entitle SSS to withhold or delay shipment, but failure to do so shall not entitle Purchaser to withhold or delay payment of the price therefor. Any expenses or charges incurred by SSS resulting from such failure shall be paid for by Purchaser within ten (10) calendar days of receipt of SSS’s written request. 

15. No Personal Liability. Any obligation of SSS, which may arise under these Terms or any obligation or liability which may be incurred by or pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement against the property of, its directors, shareholders, officers, managers, members, employees, or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise. 

16. Governing Law; Venue. The validity, performance, construction, effect, and all claims and controversies which may arise under these Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law provision or rule causing the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts. The United Nations Convention on Contracts for the International Sale of Goods or any subsequently enacted treaty or convention shall not apply or govern these Terms or the performance thereof or any aspect of any dispute arising therefrom. Any action or proceeding between SSS and Purchaser relating to these Terms shall be commenced and maintained exclusively in the state or federal courts in the Commonwealth of Massachusetts, and Purchaser submits itself unconditionally and irrevocably to the personal jurisdiction of such courts. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PURCHASER AND SSS EACH WAIVE, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM, OR PROCEEDING RELATING TO THESE TERMS. 

17. Successors; Assigns. Purchaser may not assign any interest in, nor delegate any obligation under these Terms, by operation of law or otherwise, without SSS’s prior written consent. Any assignment or attempted assignment in contravention of the foregoing shall be null and void, and shall permit SSS, in addition to any other rights it may have, to terminate all orders and deliveries.

18. Headings. Except as noted otherwise, the use of headings herein shall be for convenience only and shall have no effect on any of these Terms, nor shall such headings be interpreted or construed as a limitation thereof. 

18. Miscellaneous Provisions. If it becomes necessary for SSS to undertake collections of delinquent balances owed to SSS by Purchaser, Purchaser agrees to pay any cost of collection, regardless of whether suit is instituted, including reasonable attorneys’ fees in the event of a lawsuit or appeal, along with any post-judgment collection actions necessary to enforce any judgement rendered. The enforceability or invalidity of any one or more portions of these Terms shall not render any other otherwise enforceable provisions unenforceable or invalid, which remaining portions shall continue in full force and effect. The failure of SSS to enforce any condition of these Terms is not a waiver of the right to enforce each and every condition contained herein. No provision of these Terms are waived unless such waiver is in writing and signed by the Parties. All of Purchaser’s representations, warranties, and indemnities under the Terms shall survive the consummation, termination, or cancellation of any purchase and sale of Products by SSS to Purchaser. Which party prepared these Terms shall have no bearing on their construction in favor in any party. 

Revised August, 2025