Terms & Conditions
These Terms and Conditions govern all quotations, purchase orders, sales transactions, account activity, website purchases, credit arrangements, product deliveries, and related commercial dealings with Central Distributor LLC (“Central Distributor,” “Company,” “we,” “us,” or “our”).
By accessing our website, submitting a purchase order, requesting a quotation, establishing a commercial account, placing an order, accepting delivery, or otherwise purchasing products or services from Central Distributor LLC, the purchaser (“Customer,” “Buyer,” “you,” or “your”) acknowledges and agrees to be legally bound by these Terms and Conditions.
These Terms are intended principally for business-to-business transactions involving commercial enterprises, government entities, educational institutions, healthcare organizations, nonprofit institutions, resellers, contractors, integrators, and other professional or institutional purchasers.
1. Business-to-Business Transaction Basis
Central Distributor LLC operates principally as a B2B reseller and procurement supplier.
Unless expressly agreed otherwise in writing, purchases made through Central Distributor are considered commercial transactions conducted for business, institutional, governmental, professional, or resale purposes.
The Customer represents that the individual placing an order or submitting a purchase order possesses sufficient authority to bind the purchasing organization.
2. Product Information
Central Distributor endeavors to provide commercially accurate product descriptions, manufacturer part numbers, specifications, compatibility information, technical attributes, photographs, and availability data.
Certain product information may originate from manufacturers, distributors, authorized data providers, catalog feeds, or other upstream suppliers.
Central Distributor does not independently manufacture the products offered for sale and therefore cannot warrant that third-party product descriptions, photographs, technical specifications, packaging, or manufacturer documentation will be entirely free from typographical, technical, or publishing errors.
Manufacturer specifications, packaging, features, model revisions, country of origin, and product appearance may change without prior notice.
3. Quotations
Unless otherwise expressly stated, quotations issued by Central Distributor constitute invitations to purchase and are not irrevocable offers.
Quoted pricing is subject to:
Product availability
Manufacturer and distributor pricing
Foreign exchange fluctuations where applicable
Freight conditions
Tariffs and governmental charges
Manufacturer promotions
Volume commitments
Configuration requirements
Market supply conditions
A quotation may be withdrawn or revised prior to acceptance if underlying pricing, availability, freight, taxation, or manufacturer conditions materially change.
4. Purchase Orders
Central Distributor may accept purchase orders from approved commercial, institutional, governmental, and other qualified accounts.
Submission of a purchase order does not automatically constitute acceptance by Central Distributor.
An order becomes binding only after Central Distributor has accepted the order, issued an order confirmation, processed payment, approved credit, or otherwise commenced fulfillment.
Any terms printed or referenced on a Customer purchase order that conflict with these Terms and Conditions are rejected unless specifically accepted by Central Distributor in a written instrument executed by an authorized representative.
These Terms shall prevail over inconsistent or additional terms contained in any Customer-generated procurement document.
5. Pricing
Product pricing may change without advance notice.
The applicable sales price shall generally be the price confirmed by Central Distributor at the time the order is accepted.
Pricing displayed online may be affected by automated distributor feeds, manufacturer updates, data-entry errors, system synchronization delays, or other electronic processing conditions.
Central Distributor reserves the right to correct an erroneous price before shipment.
If a material pricing error is discovered after an order is submitted, Central Distributor may:
Request approval of the corrected price;
Cancel the affected item;
Cancel the affected order; or
Provide an alternative commercially reasonable solution.
6. Volume and Project Pricing
Special pricing may be available for larger orders, recurring procurement requirements, government purchases, institutional requirements, projects, contract purchases, and quantity-based transactions.
Volume pricing is not guaranteed and may depend upon:
Manufacturer approval;
Distributor support;
Quantity;
Product configuration;
Delivery schedule;
Customer classification;
Project registration;
Geographic destination; and
Applicable contractual programs.
7. Payment Terms
Payment must be made using a payment method approved by Central Distributor.
Available methods may include:
Major payment cards;
Electronic payment;
Wire transfer;
ACH;
Purchase order;
Approved commercial credit terms; or
Other authorized methods.
Central Distributor may require payment in advance for new customers, unusually large transactions, custom products, special-order items, high-risk orders, export transactions, or transactions exceeding established credit limits.
8. Commercial Credit
Credit terms may be extended only after approval by Central Distributor.
Credit approval may be based upon commercial credit history, references, financial information, transaction history, credit agency information, or other commercially reasonable underwriting criteria.
Central Distributor may increase, decrease, suspend, or terminate a Customer's credit limit at any time.
Granting credit on one transaction does not obligate Central Distributor to grant credit on subsequent transactions.
9. Past-Due Accounts
Invoices are payable in accordance with the payment terms stated on the applicable invoice or account agreement.
Amounts not paid when due may result in:
Suspension of additional orders;
Suspension or cancellation of credit privileges;
Shipment holds;
Referral for collection;
Recovery of reasonable collection expenses; and
Other remedies available under applicable law.
The Customer shall be responsible for reasonable costs incurred in collecting valid overdue commercial obligations, including collection agency expenses and reasonable attorneys' fees where permitted by law.
10. Fraud Prevention and Transaction Verification
Central Distributor may conduct transaction verification procedures before processing or shipping an order.
We may request documentation reasonably necessary to confirm:
Purchasing authority;
Business identity;
Billing information;
Shipping information;
Payment authorization;
Tax-exempt status;
Resale status; or
Other transaction-related information.
Central Distributor may delay or cancel any transaction where fraud, unauthorized purchasing activity, identity inconsistency, payment irregularity, export-control concern, or other material risk is reasonably suspected.
11. Taxes
Customers are responsible for all applicable sales taxes, use taxes, excise taxes, duties, governmental assessments, and similar charges arising from a transaction unless Central Distributor has received valid documentation establishing an applicable exemption.
Tax-exempt organizations and resale purchasers must provide valid exemption or resale documentation acceptable under applicable law.
Central Distributor may collect taxes where required based upon the destination of the transaction and applicable nexus requirements.
12. Product Availability
Inventory status is subject to continuous change.
Products displayed as available may become unavailable before an order is fully processed due to simultaneous distributor activity, manufacturer allocation, discontinued production, inventory synchronization, warehouse adjustments, or other supply-chain conditions.
Central Distributor does not guarantee inventory until an order has been accepted and product allocation has been confirmed.
13. Backorders
Where commercially practicable, unavailable products may be placed on backorder.
Estimated availability dates are projections only and are not guaranteed delivery commitments.
Central Distributor may cancel a backordered item when:
The manufacturer discontinues the product;
The distributor cannot supply the product;
Pricing changes materially;
Product allocation becomes unavailable; or
Fulfillment becomes commercially impracticable.
14. Shipping and Delivery
Shipping dates and delivery estimates are provided for planning purposes and are not absolute guarantees unless specifically agreed in writing.
Orders may ship from:
Central Distributor facilities;
Manufacturer warehouses;
Authorized distributor warehouses;
Third-party fulfillment facilities; or
Other authorized supply-chain locations.
Products within the same order may therefore arrive in separate shipments.
Free shipping promotions, including promotions applicable to selected orders over $450, apply only where specifically stated and may be subject to product, destination, weight, freight classification, manufacturer, and order-value restrictions.
Freight, expedited delivery, special handling, lift-gate service, inside delivery, oversized freight, hazardous-material transportation, international transportation, and other specialized logistics charges may be separately assessed.
15. Delivery Delays
Central Distributor shall not be responsible for delivery delays caused by circumstances outside its reasonable control, including:
Carrier interruptions;
Severe weather;
Natural disasters;
Labor disputes;
Manufacturer shortages;
Supply-chain disruptions;
Port congestion;
Customs delays;
Cybersecurity incidents;
Transportation restrictions;
Government actions;
War;
Civil disturbance;
Epidemics;
Pandemics; or
Other force majeure events.
16. Risk of Loss
Unless otherwise required by applicable law or expressly stated in writing, risk of loss transfers in accordance with the applicable shipping arrangement and commercial shipping terms.
Customers must inspect shipments promptly upon receipt.
Visible freight damage should be documented with the delivering carrier whenever practicable.
17. Order Inspection
Customers are responsible for reviewing deliveries promptly after receipt.
Any material discrepancy involving:
Quantity;
Product identity;
Visible shipping damage;
Missing cartons;
Incorrect items; or
Other immediately apparent fulfillment errors
should be reported to Central Distributor without unreasonable delay.
Failure to timely report an apparent discrepancy may affect the ability to pursue a carrier claim, distributor claim, manufacturer claim, or return authorization.
18. Returns
Return eligibility depends upon the product, manufacturer, distributor, condition, packaging, serial number, licensing status, and applicable return authorization requirements.
No product should be returned without prior authorization from Central Distributor.
Returned merchandise may be rejected if it is:
Used;
Altered;
Damaged;
Incomplete;
Missing original packaging;
Missing serial numbers;
Missing accessories;
Missing manufacturer documentation; or
Otherwise not in resalable condition.
Return shipping costs may be the responsibility of the Customer unless the return results from a verified fulfillment error attributable to Central Distributor.
19. Non-Returnable Products
Certain products may be designated non-returnable, including, where applicable:
Special-order merchandise;
Custom-configured products;
Build-to-order systems;
Software licenses;
Electronic licenses;
Activation keys;
Subscription products;
Opened consumables;
Hygiene-sensitive medical products;
Products subject to manufacturer restrictions;
Clearance merchandise;
Discontinued products;
Final-sale merchandise; and
Products specifically identified as non-returnable at the time of sale.
20. Return Authorization
A Return Merchandise Authorization or equivalent approval may be required before merchandise is returned.
Issuance of a return authorization does not itself guarantee issuance of a refund or credit.
Returned merchandise remains subject to inspection and validation.
21. Restocking and Manufacturer Charges
Where permitted by law, returns may be subject to manufacturer, distributor, processing, refurbishment, restocking, freight, or administrative charges.
Any applicable deduction may depend upon the specific product and upstream supplier requirements.
22. Defective Products and Manufacturer Warranties
Many products sold by Central Distributor are covered by manufacturer warranties.
Warranty duration, scope, remedy, repair procedure, replacement procedure, and technical support eligibility are determined by the applicable manufacturer.
Unless expressly stated otherwise, Central Distributor does not independently extend or enlarge a manufacturer's warranty.
Where appropriate, Central Distributor may assist Customers in identifying the correct manufacturer support or warranty process.
23. Disclaimer of Independent Product Warranty
To the maximum extent permitted by applicable law, products are provided subject to the warranties, if any, supplied by the applicable manufacturer.
Central Distributor disclaims independent warranties not expressly provided in writing, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, except to the extent such disclaimers are prohibited by applicable law.
24. Product Compatibility
Customers are responsible for determining whether a product is technically compatible with their hardware, software, infrastructure, systems, environment, network, intended application, regulatory requirements, and operational objectives.
Product recommendations provided by Central Distributor are based upon information reasonably available at the time and should not be treated as engineering certification unless expressly stated in writing.
25. Software, Licensing, and Subscription Products
Software products, cloud subscriptions, digital licenses, support agreements, and electronic entitlements may be governed by additional manufacturer or publisher terms.
By ordering such products, the Customer agrees to comply with applicable:
End-user license agreements;
Subscription agreements;
Publisher conditions;
Activation requirements;
Usage restrictions;
Renewal conditions; and
Export-control requirements.
Digital licenses and activated software are generally non-returnable except where otherwise required by law or expressly authorized.
26. Government and Institutional Transactions
Transactions involving federal, state, local, educational, healthcare, or other institutional Customers may be subject to additional contract requirements.
Central Distributor will honor contract-specific terms only where such terms have been expressly accepted in writing.
No governmental regulation, solicitation clause, procurement term, or flow-down obligation becomes binding solely because it appears on a purchase order unless Central Distributor has expressly agreed to that requirement.
27. Export Compliance
Products purchased from Central Distributor may be subject to United States export-control laws and regulations.
Customers shall not export, re-export, transfer, release, or otherwise dispose of controlled products, software, or technical information in violation of applicable law.
The Customer is responsible for obtaining any export license, authorization, or regulatory approval required for its subsequent disposition of the products.
28. Sanctions Compliance
Central Distributor will not knowingly transact with prohibited parties, sanctioned persons, embargoed destinations, or restricted entities where doing so would violate applicable United States law.
Orders may be suspended, rejected, or canceled where sanctions screening or export-control compliance requires further review.
29. Intellectual Property
All trademarks, manufacturer names, product marks, logos, copyrighted materials, photographs, technical content, and proprietary product information remain the property of their respective owners.
References to third-party brands are used solely to identify products offered or described by Central Distributor.
Such references do not independently establish sponsorship, endorsement, authorization, or partnership unless expressly stated.
30. Website Availability
Central Distributor endeavors to maintain reasonable website availability but does not guarantee continuous or uninterrupted access.
The website may temporarily become unavailable due to:
Maintenance;
Hosting interruptions;
Software updates;
Cybersecurity procedures;
Network failures;
Third-party system interruptions; or
Other technical events.
31. Website Errors
Central Distributor may correct typographical errors, pricing errors, catalog errors, specification errors, image errors, inventory errors, and technical publication errors at any time.
No obvious clerical, system-generated, or data-feed error shall obligate Central Distributor to complete a transaction on commercially unreasonable terms.
32. Limitation of Liability
To the maximum extent permitted by applicable law, Central Distributor shall not be liable for indirect, incidental, consequential, exemplary, punitive, special, or speculative damages arising from a commercial transaction.
This limitation includes, without limitation:
Lost profits;
Lost revenue;
Business interruption;
Lost production;
Lost contracts;
Lost data;
Procurement delay;
Installation delay;
System downtime; and
Substitute procurement costs.
Except where prohibited by law, Central Distributor's aggregate liability relating to a particular transaction shall not exceed the amount actually paid to Central Distributor for the specific product giving rise to the claim.
33. Customer Indemnification
The Customer agrees to indemnify and hold Central Distributor harmless from third-party claims, liabilities, damages, penalties, or expenses arising from:
Unlawful use of purchased products;
Unauthorized resale;
Export-control violations;
Misrepresentation by the Customer;
Improper installation;
Product modification;
Regulatory misuse;
Customer-generated intellectual property infringement; or
Violation of these Terms.
This provision does not apply to liabilities that cannot lawfully be shifted by contract.
34. Force Majeure
Central Distributor shall not be considered in breach for failure or delay caused by events beyond its reasonable control.
Such events may include supply shortages, manufacturer allocation, transportation failure, labor disputes, governmental restrictions, natural disasters, cyber incidents, infrastructure failure, war, public emergencies, or other events that materially impair performance.
35. Cancellation
An order may be canceled before shipment only with Central Distributor's approval.
Special-order products, custom configurations, software licenses, manufacturer-registered projects, configured systems, and other committed procurements may not be cancelable after Central Distributor has placed a corresponding order with its upstream supplier.
Any unavoidable manufacturer or distributor cancellation charge may be passed through to the Customer where permitted.
36. Account Security
Customers maintaining online or commercial accounts are responsible for protecting passwords, account credentials, procurement access, and authorized-user permissions.
The Customer is responsible for transactions placed using its account credentials unless unauthorized use is promptly reported and otherwise established.
37. Electronic Communications
The Customer consents to conducting business electronically.
Electronic communications may include:
Quotations;
Order confirmations;
Invoices;
Shipping notices;
Account notifications;
Return authorizations;
Contract documents; and
Other commercial communications.
Electronic records may satisfy applicable requirements for written communications where permitted by law.
38. Privacy and Commercial Information
Customer information is handled in accordance with Central Distributor's applicable privacy practices and legal obligations.
Commercial information may be shared with manufacturers, distributors, payment processors, carriers, tax service providers, software providers, fraud-prevention services, and other service providers where reasonably necessary to complete a transaction or operate the business.
39. Assignment
The Customer may not assign material rights or obligations under a transaction without Central Distributor's prior written consent where the assignment would materially affect Central Distributor's contractual rights or risk.
Central Distributor may assign receivables, contractual rights, or operational responsibilities as permitted by applicable law.
40. Severability
If any provision of these Terms is determined by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.
41. Waiver
Failure by Central Distributor to enforce any provision on one occasion shall not constitute a continuing waiver of that provision or any other contractual right.
Any waiver must be sufficiently specific to identify the right being waived.
42. Entire Agreement
These Terms, together with any applicable quotation, invoice, order confirmation, credit agreement, written contract, return policy, shipping policy, privacy policy, or manufacturer-specific condition incorporated into the transaction, constitute the applicable commercial agreement between the parties.
Where a separately executed written agreement expressly conflicts with these Terms, the separately executed agreement shall control to the extent of that conflict.
43. Governing Law
These Terms and all transactions with Central Distributor LLC shall be governed by the laws of the State of New Jersey, without regard to conflict-of-law principles, except where superseded by applicable federal law or mandatory governmental procurement requirements.
44. Jurisdiction and Venue
Unless prohibited by applicable law or superseded by a binding government contract, any legal proceeding arising from these Terms or a transaction with Central Distributor LLC shall be brought in a court of competent jurisdiction located in the State of New Jersey.
The parties consent to such jurisdiction and venue.
45. Commercial Interpretation
These Terms shall be interpreted as commercial provisions negotiated within a business-to-business environment.
Headings are provided for convenience and shall not limit the substantive interpretation of any provision.
The singular includes the plural where context requires, and references to a “Customer” include its authorized agents, employees, procurement personnel, and representatives acting within the scope of their authority.
46. Amendments
Central Distributor LLC may modify these Terms from time to time to reflect operational, legal, regulatory, technological, or commercial changes.
The version published at the time of an applicable transaction will generally govern that transaction unless otherwise agreed in writing.
Contact Information
Central Distributor LLC
81 Erial Rd Apt B
Clementon, NJ 08021
United States
Phone: 856-283-0457
Email: sales@centraldistributor.com