Last Revised: 8/16/2010
Foss Standard Terms and Conditions
1. Wholesale Only
Foss Manufacturing Company, LLC (“Foss”) sells products for business use to customers with proper business identification, which is required from all customers prior to purchase.
Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should contact the local Foss branch or check online at www.fossmfg.com for current pricing. Export orders may be subject to other special pricing. Foss reserves the right to accept or reject any order.
3. Sales Tax
Customers are responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, customer shall indicate which products are tax exempt.
4. Payment and Credit Terms
Foss accepts cash, checks, money orders, Visa, MasterCard, American Express, Wires, and ACH payments. For customers with established Foss credit, payment terms are net thirty (30) days from the date of shipment or pick-up. All credit extended by Foss to customers and the limits of such credit, is at Foss’ sole discretion, and may be reduced or revoked by Foss at any time, for any reason. Foss reserves the right to charge customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount past due for each month or portion thereof that the amount past due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions. All payments must be made in U.S. dollars.
If customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Foss’ credit terms, or fails to supply adequate assurance of full performance to Foss within a reasonable time after requested by Foss (such time as specified in Foss’ request), Foss may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from Foss will be jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
5. Security Interest
Customer hereby grants to Foss a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to Foss. Customer agrees to file, or permit Foss to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of Foss’ lien or security interest.
6. Credit Balance
Customer agrees that any credit balance(s) issued by Foss will be applied to customer’s account
within one (1) year of its issuance. IF CUSTOMER HAS NOT REQUESTED THE CREDIT BALANCE WITHIN ONE (1) YEAR, ANY REMAINING CREDIT BALANCE WILL BE CANCELLED, AND FOSS SHALL HAVE NO FURTHER LIABILITY.
Products are shipped per the FOB terms that are agreed upon by Foss and Customer. Other terms and conditions may apply for additional freight services (“Additional Freight Services”), including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, customer’s carrier, shipments outside the contiguous U.S., or other special handling by the carrier. Any extra charges incurred for Additional Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss will be determined according to agreed upon FOB term. If the product is damaged in transit a claim will be filed by Foss or Customer depending on FOB term.
1. LIMITED WARRANTY
ALL PRODUCTS SOLD ARE WARRANTED BY FOSS ONLY TO CUSTOMERS FOR: (i) RESALE; OR (ii) USE IN BUSINESS, GOVERNMENT OR ORIGINAL EQUIPMENT MANUFACTURE. FOSS WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM FOSS, UNLESS OTHERWISE STATED. PROVIDED THAT FOSS ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, FOSS MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE FROM CURRENT PRODUCT LINES AT TIME OF REPLACEMENT; OR
(iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE FOSS BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY FOSS, SHIPPING COSTS PREPAID. FOSS’ REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY. NO WARRANTY IS EXPRESSLY STATED OR IMPLIED FOR THE REMOVAL AND INSTALLATION OF SAID PRODUCT; WARRANTY IS SOLELY FOR THE PURCHASE PRICE PAID FOR THE FOSS PRODUCT.
2. WARRANTY DISCLAIMER
A. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE, IS MADE OR AUTHORIZED BY FOSS. FOSS DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. FOSS EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE PRODUCTS: (i) ARE MERCHANTABLE; (ii) FIT FOR A PARTICULAR PURPOSE; OR (iii) DO NOT AND WILL NOT INFRINGE UPON OTHER’S INTELLECTUAL PROPERTY RIGHTS.
B. FOSS MAKES NO WARRANTIES TO THOSE DEFINED AS CONSUMERS IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENT ACT.
3. Warranty Product Return
Before returning any product, customer shall: (i) write or call the local Foss branch from which the product was purchased; (ii) in the case of an internet order, contact www.fossmfg.com and provide the date, the original invoice number, the stock number, and a description of the defect; or (iii) call Customer Service at _________________, and provide the date, the original invoice number, the stock number, and a description of the defect. Proof of purchase is required in all cases.
4. Manufacturer’s Warranty
For information on a specific manufacturer’s warranty, please contact the local Foss branch or call Customer Service at _________________.
5. Product Compliance and Suitability
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Foss does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Foss accept responsibility for construction, installation and/or use of a product. It is customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
6. Cross-Reference Information
Product cross-reference comparisons do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product specifications prior to purchase and use to determine suitability of the product for customer’s intended use.
1. Catalog/Website Information
Foss reserves the right to correct publishing errors in its catalogs or any of its websites. Product depictions in the catalog or websites are for illustrative purposes only. Possession of, or access to, any Foss catalog, literature or websites does not constitute the right to purchase products.
2. Product Substitution
Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images.
3. Occupational Safety and Health Administration (“OSHA”) Hazardous Substance
Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by the manufacturers. FOSS MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE RECOMMENDATIONS IN ANY MSDS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.
4. California Proposition 65
The State of California requires that certain warnings be given concerning products subject to Proposition 65. For products denoted with a or symbol the following warnings apply:
Warning: This product contains a product known to the State of California to cause cancer.
Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.
5. MSDS and Proposition 65 Product Requests
MSDS and a list of Proposition 65 products are available: (i) at the local Foss branch (II) and by contacting the Foss Manufacturing Company, LLC customer service representative.
6. Important Notice to Federal Customers Re: Country of Origin
While all products listed on _________________ meet the requirements of the Trade Agreements Act (“TAA”), as implemented by Federal Acquisition Regulations Part 25, other products sold by Foss may not meet the requirements. At the time of purchase, Foss will advise customers with proper identification as an authorized schedule customer whether or not a product is “TAA-compliant.” Any federal customer purchasing a non-TAA item will be making an “open market” purchase that is not covered by any contract. Federal customers are advised that the open market purchases are NOT GSA schedule purchases. By purchasing any product on the open market, the customer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.
7. ARRA Orders
It is the customer’s responsibility to advise Foss whether this order is funded in any part by funds from or related to the American Reinvestment and Recovery Act (“ARRA”) (Pub. L. No. 111-5) (i.e., Stimulus Funds). Upon request, Foss will provide country of origin information so that customer may determine compliance with any applicable requirements under ARRA Section 1605 or any other applicable regulations.
FOSS EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. FOSS’ LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY. THE PURCHASE PRICE PAID IS THE PRICE PAID DIRECTLY FROM FOSS, NOT A SECONDARY SOURCE. NO LIABILITY OR CLAIM WILL BE HONORED FROM A SECONDARY SOURCE, NOR FOR GOODS SOLD “AS IS” OR IDENTIFIED AS SECOND QUALITY.
2. Electronic Data Interchange
If Foss and customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Foss and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by Foss regarding EDI purchases made by customer shall be deemed to be conclusive.
3. Third Party Payment Provider
If customer elects to use a third party payment system provider (“Third Party Provider”) and Foss is charged fees by the Third Party Provider, Foss reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
4. Intellectual Property
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Foss, or any trademarks or service marks owned by suppliers to Foss. All materials contained on the www.fossmfg.com website are subject to the ownership rights of Foss and its suppliers. Customer shall have no right to copy or use any of the intellectual property of Foss or its suppliers without Foss’ written permission by an Officer of the Company.
5. Foss’ Performance of Services
In conjunction with customer’s purchase of product, Foss may perform certain services for customer on customer premises such as delivering, ordering, performing inventory management, or putting-away product (collectively, the “Services”). Customer will hold harmless and indemnify Foss, its officers, directors, employees, agents, subcontractors or representatives from and against any and all claims, including bodily injury, death, or damage to personal property, and all other losses, liabilities, obligations, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent, incurred by Foss related to the performance of Services for customer (including without limitation, settlement costs, attorneys’ fees, and any and all other expenses for defending any actions or threatened actions) arising out of, in whole or in part, any act or omission of customer, its employees, agents, subcontractors or representatives.
6. Independent Contractors
Foss and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer will not have the right to bind or otherwise obligate Foss in any manner, nor will customer represent to anyone that it has the right to do so.
7. Code of Conduct
Customer acknowledges that Foss’ Business Conduct Guidelines are available by logging on to www.fossmfg.com, clicking on the “_________” link at the bottom of the page, and accessing Corporate Governance. Customer agrees to refrain from taking any action that may cause a Foss employee to violate the Business Conduct Guidelines. Customers should report any alleged violations by calling the Foss Toll-Free Hotline at ____________________.
8. Sourced Product
Foss may procure product not available through the Foss catalog or available on www.fossmfg.com for a customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by Foss and charged to customer. Any charges for Additional Freight Services are paid by customer. A returned goods authorization must be issued by Foss prior to returning any Sourced Product. A restocking fee may apply for any returned Sourced Product. FOSS’ LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER’S SOLE REMEDY.
9. Custom Product
Customer may order custom products (“Custom Product(s)”) created to customer’s specifications. Foss is not responsible for verifying or confirming the accuracy of specifications provided by customer to Foss for Custom Products. FOSS’ LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER WILL BE CUSTOMER’S SOLE REMEDY. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.
All product order cancellations must be approved by Foss, and may be subject to restocking fees and other charges.
11. Product Return
Product returns must be made within one (1) year from date of purchase from Foss, unless otherwise indicated. Customer should call the local Foss branch, or go to www.fossmfg.com, for instructions. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases.
12. Materials of Trade
Customer represents that if it is purchasing products as its “materials of trade,” as defined in the Hazardous Materials Regulations in Title 49 of the Code of U.S. Federal Regulations, the products shall be used in direct support of its business, such business does not concern transportation, and such products shall not be resold or transported in a vehicle other than one owned by itself.
13. Force Majeure
Foss shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fire, accident, explosion, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Foss in the conduct of its business.
Customer shall not assign any order, or any interest therein, without the prior written consent of Foss. Any actual or attempted assignment without Foss’ prior written consent shall entitle Foss to cancel such order upon notice to customer.
15. No Third Party Benefit
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
16. Waiver, Choice of Law and Venue
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of New Hampshire, excluding its conflict of law rules, and venue shall either be in the state courts in Rockingham County, New Hampshire or the federal courts for the District of New Hampshire.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
18. Modification of Terms
Foss’ acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth herein. Customer’s assent to these terms and conditions shall be presumed from customer’s receipt of Foss’ acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of Foss’ terms and conditions by customer shall be binding upon Foss, unless agreed to in writing by an authorized representative of Foss. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Foss’ acknowledgment, Foss’ fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by Foss of any of the terms and conditions contained herein or in Foss’ acknowledgment.
19. Complete Agreement
The terms and conditions in: (i) Foss’ forms; (ii) acknowledgments, (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Foss.
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF FOSS PRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF FOSS PRODUCTS (“ADDITIONAL TERMS”). IN THE EVENT OF A CONFLICT BETWEEN FOSS’ STANDARD TERMS AND CONDITIONS AND THE ADDITIONAL TERMS, THE ADDITIONAL TERMS SHALL PREVAIL FOR EXPORT SALES OF FOSS PRODUCTS.
1. Order Acceptance
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Foss, or any of its U.S. affiliates and divisions, at a continental U.S. facility or at any of its websites. Customer further consents that submission of its order shall subject customer to the jurisdiction of the federal courts of the U.S. and of the State where acceptance occurred in the U.S.
2. Sales Tax and Duties, Import Fees
Foss is required to charge federal, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate which products are tax exempt.
3. Payment and Credit Terms
Payment terms are net forty-five (45) days from the date of shipment. All other payment terms are as set forth in paragraph I.A.4 of the STANDARD TERMS AND CONDITIONS. Customer agrees to inform Foss immediately if it intends to use any import or export financing, or has or will be granting a lien or security interest on its inventory to any third party.
4. Shipping Charges and Freight Policy
Unless otherwise stated, shipping terms are EXW (as defined by International Chamber of Commerce Terms, 2000).At Foss’ option, this freight policy may be subject to special terms and conditions for certain export orders. If any item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as customer’s exclusive remedy. Title and risk of loss will be dictated by the Inco terms agreed upon between Foss and customer. If product is damaged in transit, a claim will be filed with the applicable airline, carrier, vessel and/or insurance company by Foss or customer per the designated Inco term. In the case of routed export transactions where Foss has not received payment in full at the time the product is damaged in transit, customer shall be liable to Foss to make payment for the product.
5. Export Controls and Related Regulations
Customer represents and warrants that it is not designated on, or associated with, any party designated on any of the U.S. government restricted parties lists, including without limitation, the U.S. Commerce Department Bureau of Industry and Security (“BIS”) Denied Persons List; Entity List or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) Debarred Parties List. Customer shall comply with all applicable U.S. economic sanctions and export control laws and regulations, including without limitation, the regulations administered by OFAC, the Export Administration Regulations administered by BIS, and the International Traffic in Arms Regulations administered by DDTC.
6. Foreign Principal Party in Interest; Freight Forwarder and Documentation
It is specifically agreed that customer shall be the foreign principal party in interest and/or that its freight forwarder shall act as customer’s agent in such capacity for purposes of the Foreign Trade Regulations or other regulatory purposes, and customer and its freight forwarder are responsible for all routed export transactions documentation, including but not limited to the filing of the required Electronic Export Information/Automated Export System records. At Foss’ request, customer or its freight forwarder shall provide copies of any export, shipping, or import documentation prepared by customer or its freight forwarder related to sales to customer by Foss.
7. U.S. Foreign Corrupt Practices Act
Customer acknowledges that it is an independent contractor and represents, warrants, and covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly, money or anything of value to any foreign official (as defined in the U.S. Foreign Corrupt Practices Act, as amended), a foreign political party or party official, or any candidate for foreign political office in connection with the purchase and resale of the products ordered from Foss.
8. Dispute Resolution
Actions by Foss for non-payment by customer of the purchase price of products sold by Foss, or for redress of other breaches by customer of these terms and conditions may be brought by Foss, at its option, before any U.S. or foreign judicial court of competent jurisdiction. At Foss’ option, disputes between customer and Foss, including all claims for non-performance by Foss, shall be finally settled by arbitration in Rockingham County, New Hampshire, U.S., in accordance with the Commercial Arbitration Rules (“Rules”) of the American Arbitration Association, by a single arbitrator appointed in accordance with said Rules, applying these terms and conditions and consistent provisions of the federal and state laws (except conflict of law rules) of the State of New Hampshire, U.S. The language of the arbitration shall be English.
9. Country of Importation and Anti-diversion
Customer represents that it is purchasing products from the U.S. and importing them to the country specified in the customer and Foss documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and the U.S., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable U.S. laws and regulations relating to the product purchased by customer. Any commodities, technology and software will be exported from the U.S. in accordance with the U.S. Export Administration Regulations and other applicable laws or regulations. Diversion contrary to U.S. law is prohibited. If requested by Foss, customer shall provide documentation satisfactory to Foss verifying delivery at the designated country. Customer further agrees to inform Foss at the time of order of any North American Free Trade Agreement or other special documentation, packaging or product marking or labeling, but Foss shall not be responsible for providing any such documentation, packaging, marking or labeling other than such documents that are necessary under U.S. export laws and regulations for export, unless Foss expressly agrees to do so.
10. Permits, Export, and Import Licenses
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations. Toxic Substances Control Act, or other applicable laws or regulations.
11. Governing Law; Limitations
The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by the laws of the State of New Hampshire, U.S., including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.