Terms and Conditions of Sales


Last Revised: 04/03/2024

Boss Supply of Janesville, Inc., is hereinafter referred to in these Terms and Conditions of Sale (these "Terms of Sale") as "Boss Supply" and the customer or person or entity purchasing goods or services, including maintenance (collectively referred to as "Goods") from Boss Supply is referred to as the "Buyer". Buyer acknowledges that these Terms of Sale, along with any attachment, price list, schedule, quote, acknowledgment, or invoice from Boss Supply relevant to the sale of the Goods (collectively, "Attachment"), and all documents incorporated by specific reference into these Terms of Sale or any Attachment, constitute the complete and exclusive statement of the terms of the agreement governing all sales of Goods by Boss Supply to Buyer (collectively, the "Agreement"), regardless of whether or not Buyer or Boss Supply expressly make reference to these Terms of Sale in any documentation related to any such sale. Buyer's acceptance of the Goods will manifest Buyer's assent to these Terms of Sale without variance or addition. Boss Supply's agreement to sell Goods to Buyer is expressly limited to, and expressly made conditional upon Buyer's acceptance of, the Agreement. Boss Supply hereby objects to and rejects any terms in Buyer's purchase order or other Buyer documents that are different than or in addition to these Terms of Sale, and such terms will not constitute any part of the agreement between Buyer and Boss Supply.


Download Terms and Conditions

  1. Prices

    Unless a fixed price is quoted, the price of Goods is subject to change without notice and the prices invoiced will be those in effect at the time of shipment and/or delivery of Goods.

  2. Taxes

  3. Terms of Payment

    Any current or future tax or any charge of any nature imposed by any governmental or taxing authority that is or becomes payable by reason of the production, transportation, sale, storage, processing, use, consumption or delivery of any Goods sold to Buyer, other than taxes based on Boss Supply's net income or profit, will be for Buyer's account and will either be added to the price of Goods (unless Buyer provides Boss Supply with an exemption certificate acceptable to the applicable taxing authorities) and paid for by Buyer or billed to Buyer separately (unless Buyer provides Boss Supply with an exemption certificate acceptable to the applicable taxing authorities) and paid for by Buyer, as Boss Supply may elect in its sole discretion.

  4. Terms of Payment

    Unless otherwise specified by Boss Supply, payment in full is due at the time of purchase. Boss Supply has the right, among other remedies, either to terminate the Agreement and/or any purchase with Buyer or to suspend further performance under the Agreement in the event Boss Supply fails to receive any payment when due, or if Boss Supply otherwise deems itself insecure. Buyer will be liable for all costs and expenses, including attorneys' fees and other litigation costs, relating to the collection of past due amounts. In the event Buyer fails to make any payment to Boss Supply when due, Buyer's entire account(s) with Boss Supply will become immediately due and payable without notice or demand by Boss Supply at Boss Supply's election. If any payment owed to Boss Supply is not paid when due, it will bear interest at a rate to be determined by Boss Supply, which will not exceed the maximum rate permitted by law, from the date on which it is due until it is paid. No amount will be deemed paid unless and until the applicable amount is irrevocably received by Boss Supply in full. Should Buyer's financial responsibility become unsatisfactory to Boss Supply, cash payments or security satisfactory to Boss Supply may be required by Boss Supply (including, without limitation, letters of credit) for future deliveries and for Goods delivered up to that point. If such cash payment or security is not provided, in addition to Boss Supply's other rights and remedies, Boss Supply may discontinue deliveries. Buyer hereby grants Boss Supply a purchase money security interest in all Goods sold to Buyer by Boss Supply, which security interest will continue until such Goods are fully paid for in cash, and Buyer: (a) upon Boss Supply's demand, will execute and deliver to Boss Supply such instruments as Boss Supply requests to protect and perfect such security interest, and (b) authorizes Boss Supply to execute and file such instruments as are necessary or useful to protect and perfect such interest. No Goods furnished by Boss Supply to Buyer will become a fixture as a result of such Goods being attached to realty.

  5. Shipment and Delivery

    Unless otherwise expressly provided, shipments are made F.O.B. Boss Supply's store or warehouse, whichever is applicable, of origin. Risk of loss or damage and responsibility will pass from Boss Supply to Buyer upon delivery to and receipt by a carrier. Any claims for damage suffered in transit are the sole responsibility of Buyer and will be submitted by Buyer directly to the carrier. Damage must be acknowledged and signed for at the time of delivery. While Boss Supply will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Boss Supply, all shipping dates are approximate and not guaranteed. Boss Supply reserves the right to make partial shipments and to place certain orders on "back order." Boss Supply, at its option, will not be bound to tender delivery of any Goods for which Buyer has not provided shipping instructions. If Boss Supply is to pay freight, Boss Supply will have the right to designate routing and means of transportation; and if Buyer requires a more expensive routing and/or means, Buyer will pay any extra cost involved. The cost of any special packing or special handling as a result of Buyer's requirements will be added to the amount of the order of the applicable Goods. If the shipment of Goods is postponed or delayed by Buyer for any reason, Buyer agrees to reimburse Boss Supply for any handling and storage costs, and other additional expenses resulting therefrom. All claims for shipping errors, lost shipments or any other discrepancies (other than damage which must be acknowledged and signed for at the time of delivery) must be made within ninety (90) days after delivery to the carrier or they will be disallowed and deemed waived.

  6. Limited Warranty

    Buyer's sole and exclusive warranty, if any, with respect to Goods sold by Boss Supply, is the warranty, if any, provided by manufacturer(s) of the Goods. As it relates to services provided by Boss Supply, Boss Supply warrants that work performed will be free of defects in workmanship for 90 days following completion of the work (the "Workmanship Warranty"). As Buyer's sole remedy, Boss Supply will re-perform the applicable work at no cost to Buyer in the event of a breach of the Workmanship Warranty, provided Buyer timely notifies Boss Supply in writing.


    THE WARRANTIES IN THIS SECTION 5 CONSTITUTE BOSS SUPPLY'S SOLE WARRANTY RESPONSIBILITY AND BUYER'S EXCLUSIVE REMEDY WHETHER SOUNDING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE AGREEMENT. BOSS SUPPLY MAKES NO WARRANTY OF MERCHANTABILITY AND NO WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, NOR DOES IT MAKE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER WITH RESPECT TO GOODS SOLD BY BOSS SUPPLY OR THE USE THEREOF EXCEPT AS IS SPECIFICALLY SET FORTH IN THE AGREEMENT, EVEN THOUGH BOSS SUPPLY MAY HAVE BEEN NEGLIGENT. BOSS SUPPLY WILL IN NO EVENT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER IN CONNECTION WITH THE DELAY OF DELIVERY (OR FAILURE TO GIVE NOTICE OF DELAY OF DELIVERY), SALE, RESALE, LICENSE, OR USE OF THE GOODS. BOSS SUPPLY MAKES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO "CONSUMERS" AS THAT TERM IS DEFINED IN SEC. 101 OF PUBLIC LAW 93.637, THE MAGNUSON-MOSS WARRANTY FEDERAL TRADE COMMISSION IMPROVEMENT ACT. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OF SALE, ALL GOODS FURNISHED AND/OR SOLD BY BOSS SUPPLY ARE FURNISHED AND/OR SOLD "AS IS," "WHERE IS," AND "WITH ALL FAULTS."


    Boss Supply neither assumes, nor authorizes any person to assume for it, any other obligation or liability in connection with Boss Supply's sale of Goods. Any recommendations made by Boss Supply concerning the use, design, application or operation of Goods will not be construed as representations or warranties, expressed or implied, nor will failure by Boss Supply to make recommendations to Buyer impose any liability upon Boss Supply.

  7. Contingencies

    Boss Supply will not be held responsible for or be liable for any nonperformance or any default or delay in performance if caused, directly or indirectly, by acts of God, war, pandemic, fire, the elements, riot, civil commotion, strikes, lock-outs, slowdowns, picketing or other labor controversies, accidents, delay or default of or failure by carriers, shortages of labor, delay in obtaining or inability to obtain materials, equipment or parts from regular sources, action, request or regulation of or by any government or governmental authority, failure of any party to perform any contract with Boss Supply, the performance of which is required for production of the Goods, or any other happening or contingency beyond Boss Supply's reasonable control, or without Boss Supply's fault, whether similar or dissimilar to the foregoing. Deliveries or other performance may be suspended for an appropriate period of time or canceled by Boss Supply upon notice to Buyer in the event of the foregoing, but the balance of the Agreement will otherwise remain unaffected.

  8. Cancellation

    Buyer may cancel orders only upon reasonable advance written notice and upon payment to Boss Supply of Boss Supply's cancellation charges may include, among other things, all costs and expenses incurred to cover commitments made by Boss Supply and a reasonable profit. Boss Supply's determination of such termination charges will be conclusive.

  9. Assignment

    Buyer will not assign its rights or delegate its duties hereunder or any interest herein without the prior written consent of Boss Supply, and any such assignment, without such consent, will be void.

  10. Inspection - Suitability - Claims - Returns

    Buyer agrees to inspect and test each shipment of Goods promptly on arrival, before any part of the Goods has been changed from its original condition and in no event later than ten (10) days after delivery of the Goods to Buyer (the "Inspection Period"). It is Buyer's responsibility to determine whether the Goods are suitable for their contemplated use whether or not such use is known to Boss Supply. Buyer hereby agrees that the Inspection Period is a reasonable amount of time for such inspection. Buyer will deliver to Boss Supply before the end of the Inspection Period written notice of any deficiencies, defects, variations from specifications, or complaints of any kind with respect to the Goods. If Boss Supply does not receive such notice before the end of the Inspection Period, Buyer will be deemed conclusively to have inspected and accepted all such Goods unconditionally and to have waived any rights and claims, including without limitation any right to reject the Goods or to claim damages in respect thereof.


    Buyer may not return Goods without Boss Supply's prior written consent, which Boss Supply may grant or withhold in its sole discretion. Without limiting the foregoing, Boss Supply may refuse a return if the manufacturer or distributor of the applicable Goods will not accept the return. If Boss Supply consents to a return, Buyer must first advise Boss Supply of the reasons therefor and observe such instructions as Boss Supply may give in authorizing such return. Accepted returns may include restocking fees. Boss Supply reserves the right to provide refunds for authorized returns in the form of credit. Authorized returns will be subject to the following deductions in Boss Supply's sole discretion: (a) expenses associated with reconditioning and/or modifying Goods to put them in salable condition; (b) transportation charges; and/or (c) a handling and restocking charges. Except as expressly agreed by Boss Supply in writing, Goods may not be returned, and no refund will be made for any reason whatsoever with respect to such Goods.

  11. Conformity with Laws; Indemnification

    Except as particularly specified and agreed upon in writing by Boss Supply, Boss Supply makes no covenant, warranty or representation that Goods will conform to any federal, state or local laws, ordinances, regulations, codes or standards. Boss Supply will not be responsible for any losses or damages sustained by any party as a result of improper assembly, installation, use or storage of Goods. Buyer will defend, indemnify and hold harmless Boss Supply and its directors, officers, employees, shareholders, subsidiaries, affiliates and agents against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's fees) arising out of or in connection with any injury to, damage to, death to or loss of any persons or property, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, assembly, installation, use, or repair of Goods by Buyer.

  12. Intellectual Property

    The purchase of Goods from Boss Supply confers no license, express or implied, under any patents, copyrights, know-how, technology, or other intellectual property.

  13. Orders

    Orders are not binding on Boss Supply until accepted in writing by an authorized employee of Boss Supply. Boss Supply reserves the right in its sole discretion to refuse any order.

  14. U.S. Export Control Regulations

    Goods sold to Buyer by Boss Supply hereunder may be subject to U.S. Export Control Laws. Buyer hereby agrees not to re-sell or divert any Goods contrary to such laws.

  15. Non-Waiver

    No waiver by Boss Supply with respect to any breach or default of any right or remedy and no course of dealing, will be deemed to constitute a continuing waiver of any other breach or default of any other right or remedy, unless such waiver be expressed in writing and signed by Boss Supply.

  16. Set-Off

    Buyer will not be entitled to set-off any amounts due Buyer against any amount due Boss Supply in connection with the Agreement.

  17. Severability

    If any provision of the Agreement is held to be invalid or unenforceable, all other provisions will nevertheless continue in full force and effect to the fullest extent not prohibited by law.

  18. Governing Law; Venue

    These Terms of Sale will be governed by and construed and interpreted in accordance with the laws of the State of Minnesota, without regard to its conflict of law principles. Buyer and Boss Supply agree that the proper venue for all actions arising in connection with these Terms of Sale will be deemed exclusively proper only in state court in Waseca County, Minnesota, or in the federal court for the District of Minnesota and the parties agree to submit to such jurisdiction. Any action, regardless of form, arising out of transactions relating to these Terms of Sale or any other theory of recovery will be brought within the applicable statutory period, but in no event later than one (1) year of the date of tender of delivery of the applicable Goods except that any action by Boss Supply for payment hereunder may be brought within five (5) years of the date of delivery of the applicable Goods.

  19. Miscellaneous

    All rights and remedies of Boss Supply in these Terms of Sale are in addition to, and not lieu of, any rights or remedies that Boss Supply may have at law or in equity or otherwise. These Terms of Sale supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these Terms of Sale. No change, modification, rescission, discharge, abandonment, or waiver of these Terms of Sale will be binding upon Boss Supply unless made in writing and signed on its behalf by its duly authorized representative. No conditions, usage or trade, course of dealing or performance, understanding, or agreement purporting to modify, vary, explain, or supplement these Terms of Sale will be binding unless hereafter made in writing and signed by Boss Supply. No modification will be affected by Boss Supply's receipt or acceptance of Buyer's purchase orders, shipping instruction forms, or other documentation containing terms at variance with or in addition to these Terms of Sale, all of which are objected to by Boss Supply. All typographical or clerical errors made by Boss Supply in any quotation, acknowledgment or publication are subject to correction. These Terms of Sale will not be construed against the party preparing them, but will be construed as if all parties jointly prepared these terms and any uncertainty or ambiguity will not be interpreted against any one party. Sections 2, 3, 5, 6, 7, 8, 9, 11, 12, and 14 through 19 will survive any termination of the Agreement.