TERMS & CONDITIONS OF SALE
These Terms & Conditions of Sale (“Terms of Sale”) govern all quotations, proposals, orders, sales, deliveries, standing-order programs, and related transactions between Western Helix LLC d/b/a Western Helix Supplies (“Western Helix,” “Company,” “we,” “our,” or “us”) and the purchasing customer (“Customer”).
By placing an order, accepting a quote, participating in a standing-order program, receiving products, or otherwise conducting business with Western Helix, Customer agrees to these Terms of Sale.
1. Scope
These Terms apply to all:
· Product sales
· Quotes and proposals
· Standing-order programs
· Delivery services
· Customer accounts
· Website orders
· Email orders
· Telephone orders
· Purchase orders
Unless otherwise agreed in writing.
2. Product Distribution
Western Helix is a distributor and supplier of commercial products.
Except where expressly stated, Western Helix does not manufacture the products it sells.
Products are sourced from third-party manufacturers and suppliers.
3. Quotes and Pricing
All quotations are:
· Non-binding
· Subject to product availability
· Subject to supplier pricing changes
· Subject to freight cost adjustments
· Subject to applicable taxes and fees
Quotes may be withdrawn, modified, or expire without notice unless otherwise stated.
Pricing errors may be corrected at any time.
4. Product Availability
Product availability is not guaranteed.
Western Helix reserves the right to:
· Limit quantities
· Allocate inventory
· Discontinue products
· Refuse orders
· Cancel orders due to supply disruptions
No liability shall arise from product shortages or supplier interruptions.
5. Product Substitutions
Western Helix may offer substitute products when:
· Products become unavailable
· Products are discontinued
· Manufacturers modify packaging or specifications
· Supply chain disruptions occur
Substitutions will be commercially reasonable and intended to meet substantially similar functional requirements.
Customers may reject proposed substitutions before shipment.
6. Order Acceptance
Orders become binding only after acceptance by Western Helix.
Western Helix reserves the right to:
· Reject orders
· Require additional verification
· Establish credit limits
· Request prepayment
· Refuse service
7. Payment Terms
Unless otherwise agreed in writing, payment is due upon invoice receipt.
Western Helix may, at its sole discretion, extend credit terms to qualified customers following review and approval of a completed credit application and any supporting documentation requested by the Company.
Approved credit terms may include:
Net-15
Net-30
Other approved payment arrangements
Credit approval is not guaranteed and may be modified, suspended, or revoked at any time.
The Company reserves the right to:
Establish credit limits;
Require personal or business guarantees where permitted by law;
Require prepayment;
Require deposits;
Reduce or withdraw credit privileges without prior notice.
Invoices issued under approved credit terms shall be due in accordance with the payment period stated on the invoice.
Failure to comply with approved payment terms may result in suspension of deliveries, cancellation of standing orders, revocation of credit privileges, collection actions, or other remedies available under law.
Accepted payment methods may include:
· ACH
· Wire transfer
· Credit card
· Other approved methods
Credit card processing fees may apply where permitted by law.
8. Late Payments
Amounts not paid by the applicable due date may incur a finance charge equal to the lesser of:
One and one-half percent (1.5%) per month; or
The maximum rate permitted by applicable law.
Customers shall be responsible for all reasonable costs incurred in collecting overdue balances, including:
Collection agency fees;
Attorney fees;
Court costs;
Administrative expenses.
Western Helix may suspend deliveries, standing-order services, account access, or future credit privileges until all outstanding balances are paid in full.
Repeated late payments may result in permanent revocation of approved credit terms.
8A. Credit Accounts
Customers requesting Net-15, Net-30, or other credit arrangements may be required to complete a Credit Application and provide business information reasonably requested by Western Helix.
The Company may consider factors including:
Time in business;
Credit history;
Trade references;
Payment history;
Financial information;
Order volume.
Western Helix reserves the right to approve, deny, modify, or revoke credit terms at its sole discretion.
Credit limits may be adjusted periodically based upon account performance and purchasing activity.
9. Taxes
Customer is responsible for all applicable:
· Sales taxes
· Use taxes
· Government fees
· Assessments
Unless valid exemption documentation is provided.
10. Delivery
Delivery dates are estimates only.
Western Helix does not guarantee delivery dates unless expressly agreed in writing.
Delays may occur due to:
· Supplier shortages
· Traffic conditions
· Weather events
· Labor disruptions
· Transportation issues
· Force majeure events
11. Risk of Loss and Title
Risk of loss transfers to Customer upon:
· Delivery to Customer location;
· Delivery to Customer representative; or
· Placement at designated delivery point.
Title transfers upon receipt of payment in full.
12. Customer Inspection
Customer shall inspect all products promptly upon delivery.
Claims regarding:
· Shortages
· Damage
· Incorrect products
must be reported within five (5) business days of delivery.
Failure to report within this period constitutes acceptance.
13. Returns
Returns require prior authorization from Western Helix.
Unauthorized returns may be refused.
Approved returns must:
· Be unused
· Be in original packaging
· Be in resalable condition
· Include proof of purchase
Custom products, special-order products, discontinued items, and clearance items may not be eligible for return.
14. Restocking Fees
Approved returns may be subject to:
· Restocking fees
· Freight charges
· Supplier return fees
Restocking fees may be up to 25% of the purchase price unless otherwise specified.
15. Non-Returnable Products
The following products may be non-returnable:
· PPE products
· Opened chemical products
· Custom products
· Special-order items
· Clearance items
· Biohazard-related products
· Products restricted by manufacturer policy
16. Standing-Order Programs
Western Helix may provide recurring standing-order supply programs.
Standing orders are based upon:
· Customer requirements
· Historical usage
· Budget allocations
· Product availability
Standing orders do not guarantee uninterrupted product availability.
17. Standing-Order Modifications
Customers may request modifications to standing orders.
Requests should be submitted before the applicable order processing date.
Changes may affect pricing, delivery schedules, and product availability.
18. Standing-Order Cancellation
Either party may cancel a standing-order program upon written notice.
Outstanding balances remain payable.
Products already ordered or allocated may remain non-cancellable.
19. Manufacturer Warranties
Manufacturer warranties, if any, are provided solely by the manufacturer.
Western Helix makes no independent warranty regarding:
· Product performance
· Product effectiveness
· Regulatory compliance
· Fitness for a specific purpose
20. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
ALL PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
WESTERN HELIX DISCLAIMS ALL WARRANTIES, INCLUDING:
· MERCHANTABILITY
· FITNESS FOR A PARTICULAR PURPOSE
· NON-INFRINGEMENT
EXCEPT TO THE EXTENT PROHIBITED BY LAW.
21. Product Use Responsibility
Customer is solely responsible for:
· Proper product selection
· Product storage
· Product handling
· Employee training
· Regulatory compliance
· Workplace safety requirements
Customers must follow all manufacturer instructions, labels, warnings, and safety documentation.
22. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WESTERN HELIX SHALL NOT BE LIABLE FOR:
· INDIRECT DAMAGES
· INCIDENTAL DAMAGES
· SPECIAL DAMAGES
· CONSEQUENTIAL DAMAGES
· LOST PROFITS
· BUSINESS INTERRUPTION
· LOSS OF DATA
ARISING FROM PRODUCT SALES OR USE.
IN NO EVENT SHALL LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM.
23. Indemnification
Customer agrees to indemnify and hold harmless Western Helix and its owners, officers, employees, contractors, and affiliates from claims arising from:
· Product misuse
· Improper storage
· Improper handling
· Regulatory violations
· Workplace injuries
· Customer negligence
24. Force Majeure
Western Helix shall not be liable for delays or failures resulting from events beyond its reasonable control, including:
· Natural disasters
· Government actions
· Public health emergencies
· Transportation disruptions
· Labor disputes
· Utility interruptions
· Supplier shortages
25. Governing Law
These Terms shall be governed by the laws of the State of California.
26. Dispute Resolution
The parties shall attempt good-faith resolution of disputes before commencing litigation.
Any legal action shall be brought in a court of competent jurisdiction located within California unless otherwise required by law.
27. Severability
If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect.
28. Entire Agreement
These Terms, together with any approved quote, invoice, standing-order agreement, or written contract, constitute the entire agreement between the parties regarding the sale of products and services.
29. Contact Information
Western Helix Supplies
Western Helix LLC
8615 ½ S 5th Avenue, Inglewood, Los Angeles, CA 90305
(310) 484 - 9836
contact@westernhelix.com
Website: westernhelix.com
Effective Date: June 1, 2026