Terms & Conditions
Last Updated: April 17th, 2026
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Union Auto Parts
Terms and Conditions of Sale
General Terms and Conditions of Sale
1. Applicability. (a) These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the goods (“Goods”) by Mid-America Parts Distributors Corp. d/b/a Ken Smith Auto Parts and Union Auto Parts (“MAP”) to the Customer named on the application for credit, purchase order, or invoice (“Customer”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. (b) Any quotation/confirmation of sale/invoice (the “Sales Confirmation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
2. Delivery of Goods. (a) The Goods will be delivered within a reasonable time after the receipt of Customer's purchase order, subject to availability of Goods. (b) Unless otherwise agreed in writing by the parties, Customer shall take delivery of the Goods at MAP's place of business (the "Delivery Point"). Customer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. (c) MAP may, in its sole discretion, elect to deliver Goods to Customer's place of business or other location within a reasonable distance of MAP's place of business using MAP's own vehicles or contracted local couriers. Where MAP elects to make such delivery, the Delivery Point shall be Customer's place of business or such other agreed location, and title and risk of loss shall pass to Customer upon delivery at such location. (d) Customer may elect to have Goods shipped via common carrier (including, without limitation, UPS, FedEx, or any other third-party carrier) at Customer's sole expense and risk. Where Customer elects common carrier shipment, title and risk of loss shall pass to Customer upon MAP's delivery of the Goods to such carrier at MAP's place of business. Customer shall be responsible for filing any claims for loss or damage in transit directly with the carrier. (e) If Goods are unavailable to MAP, MAP may arrange for its vendors to ship Goods directly to Customer ("Direct Sales"). Title and risk of loss for Direct Sales shall pass to Customer upon the vendor's delivery of the Goods to a carrier at the vendor's place of business. (f) MAP may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer's purchase order. (g) If for any reason Customer fails to accept delivery of any of the Goods on the date fixed pursuant to MAP's notice that the Goods are available for delivery at the Delivery Point, or if MAP is unable to deliver the Goods at the Delivery Point on such date because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Customer as of the date of attempted delivery; (ii) the Goods shall be deemed to have been delivered; and (iii) MAP may, in its sole discretion, charge Customer for any storage, redelivery, or other costs incurred as a result of such failure to accept delivery.
3. Non-Delivery. (a) The quantity of any installment of Goods as recorded by MAP on dispatch from MAP’s place of business is conclusive evidence of the quantity received by Customer on delivery unless Customer can provide conclusive evidence proving the contrary. (b) MAP shall not be liable for any non-delivery of Goods (even if caused by MAP’s negligence) unless Customer gives written notice to MAP of the non-delivery within five (5) days of the date when the Goods would in the ordinary course of events have been received. (c) Any liability of MAP for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered. (d) Customer acknowledges and agrees that the remedies set forth in Section 3 are Customer’s exclusive remedies for any non-delivery of Goods.
4. Shipping Terms. MAP shall make delivery in accordance with the terms on the face of the Sales Confirmation. Unless specified differently on the Sales Confirmation, delivery of the Goods shall be made FOB MAP's place of business. Where MAP elects to deliver Goods to Customer using MAP's own vehicles pursuant to Section 2(c), delivery shall be FOB Customer's place of business or such other agreed delivery location. MAP shall not be liable for any delays in delivery caused by events outside MAP’s reasonable control.
5. Title and Risk of Loss. Except as otherwise provided in Section 2, title and risk of loss pass to Customer upon Customer's receipt of the Goods at MAP's place of business. Where MAP elects to deliver Goods using MAP's own vehicles pursuant to Section 2(c), MAP shall bear the risk of loss during transit. As collateral security for the payment of the purchase price of the Goods, Customer hereby grants to MAP a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Tennessee Uniform Commercial Code. Customer hereby authorizes MAP to file any financing statement or amendment thereto in any filing office as MAP deems necessary or advisable to perfect the security interest granted herein, and Customer shall cooperate with MAP in executing any documents reasonably necessary to perfect such interest. Customer shall keep the Goods free of all liens, security interests, and encumbrances other than MAP's security interest.
6. Customer’s Acts or Omissions. If MAP’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, MAP shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
7. Inspection and Rejection of Nonconforming Goods. (a) Customer shall inspect the Goods within five (5) days of receipt (“Inspection Period”). Customer will be deemed to have accepted the Goods unless it notifies MAP in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by MAP. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Customer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents. (b) If Customer timely notifies MAP of any Nonconforming Goods, MAP shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith. Customer shall ship, at its expense and risk of loss, the Nonconforming Goods to MAP’s facility located at 1901 IAC Drive, Memphis, TN 38116. If MAP exercises its option to replace Nonconforming Goods, MAP shall, after receiving Customer’s shipment of Nonconforming Goods, ship to Customer, at Customer’s expense and risk of loss, the replaced Goods to the Delivery Point. (c) Customer acknowledges and agrees that the remedies set forth in Section 7(b) are Customer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 7(b), all sales of Goods to Customer are made on a one-way basis and Customer has no right to return Goods purchased under this Agreement to MAP, unless otherwise provided in MAP’s then-current returns or stock adjustment policy, if any.
8. Price. (a) Customer shall purchase the Goods from MAP at the prices (the “Goods Prices”) set forth in MAP’s published price list in force as of the date that MAP delivers Goods to the Delivery Point, unless MAP has established specific pricing for Customer in writing or through MAP's order management system. Any customer-specific pricing, discounts, rebates, or other price adjustments offered by MAP are at MAP's sole discretion and may be modified or withdrawn by MAP at any time upon reasonable notice to Customer. No discount, rebate, or price adjustment shall be deemed a permanent modification of the Goods Prices or create any entitlement to continued pricing at such levels. (b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, MAP’s income, revenues, gross receipts, personal or real property, or other assets. If Customer is exempt from any taxation, it must provide advance evidence of tax exemption to MAP in order to avoid applicable taxes at the time of sale. Examples of evidence of tax exemption include Certificates of Resale and Industrial Machinery Certificates. (c) MAP reserves the right to change its published price list at any time. Price changes shall apply to all orders accepted by MAP on or after the effective date of such change, regardless of the date of Customer's purchase order.
9. Payment Terms. (a) Unless otherwise specified on the Sales Confirmation or in Customer's approved credit terms with MAP, Customer with approved credit with MAP shall pay all invoiced amounts due to MAP within thirty (30) days from the date of MAP's monthly statement in which such invoiced amounts appear. If Customer does not have approved credit with MAP, as solely determined by MAP, payments are due in advance or at the time of supply of the Goods. Any special payment terms granted to Customer shall be noted on the Sales Confirmation or in Customer's credit approval documentation, and MAP may modify or revoke such special terms at any time upon written notice to Customer. Customer shall make all payments hereunder by wire transfer, check, or method of payment authorized by MAP and in US dollars. (b) Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Interest shall accrue from the date payment was due until the date payment is received in full by MAP. (c) Customer shall reimburse MAP for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees, court costs, and collection agency fees. In addition to all other remedies available under these Terms or at law (which MAP does not waive by the exercise of any rights hereunder), if Customer fails to pay any amounts when due hereunder, MAP shall be entitled to, without notice: (i) suspend the delivery of any Goods; (ii) stop Goods in transit; (iii) place Customer's account on credit hold; (iv) require payment in advance or at the time of order for all future purchases; and (v) terminate any credit terms previously extended to Customer. (d) Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with MAP, whether relating to MAP's breach, bankruptcy, or otherwise. All payments shall be applied by MAP in its sole discretion to any outstanding invoices or charges on Customer's account, regardless of any contrary instructions or designations by Customer. (e) Any credit terms extended by MAP to Customer are extended at MAP's sole discretion and do not create any commitment or obligation on the part of MAP to continue to extend credit or to maintain any particular credit limit. MAP may, in its sole discretion and at any time, reduce Customer's credit limit, modify Customer's payment terms, or require security or guarantees as a condition of continued credit. (f) Customer must dispute any invoice in writing to MAP within thirty (30) days of the invoice date. Failure to dispute an invoice within such period shall constitute acceptance of the invoice and a waiver of all claims related thereto.
10. Credits and Returns. (a) Unless otherwise agreed in writing, all credits issued by MAP shall be applied only against future purchases and shall not be refundable in cash. Credits shall be applied in the order determined by MAP in its sole discretion. (b) Any returns accepted by MAP outside of Section 7(b) are at MAP's sole discretion and may be subject to restocking fees or other conditions as determined by MAP. (c) Certain Goods may be subject to a core charge. Where a core charge applies, Customer shall be invoiced for the core charge at the time of sale. Customer may be eligible for a core charge credit upon return of a qualifying core in accordance with MAP's then-current core return requirements, including any applicable condition standards, packaging requirements, and return deadlines. Core return requirements may vary by product line and manufacturer and are available from MAP upon request. MAP reserves the right to establish, modify, or discontinue core return requirements at any time.
11. Limited Warranty. (a) MAP warrants that it has good title to the Goods sold hereunder and that such Goods shall be delivered free of the rightful claim of any third party by way of infringement or the like. (b) EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN SECTION 11(a), MAP MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; OR (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. (c) Goods manufactured by a third party (“Third Party Goods”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. MAP’s sole warranty obligation with respect to any Third-Party Goods shall be to pass through to Customer any manufacturer’s warranty applicable to such Third-Party Goods, to the extent such warranty is transferable. For the avoidance of doubt, MAP MAKES NO INDEPENDENT REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
12. Limitation of Liability. (a) IN NO EVENT SHALL MAP BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (b) IN NO EVENT SHALL MAP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO MAP FOR THE GOODS SOLD HEREUNDER. (c) The limitation of liability set forth in Section 12(b) shall not apply to (i) liability resulting from MAP’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from MAP’s acts or omissions.
13. Indemnification. Customer agrees to indemnify, defend, and hold harmless MAP, and its officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, damages, judgments, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (a) Customer’s breach of any representation, warranty, or obligation under this Agreement; (b) Customer’s use, resale, handling, storage, or disposal of the Goods; (c) any claim by a third party related to Customer’s use or resale of the Goods; or (d) Customer’s negligence or willful misconduct.
14. Compliance with Law. Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
15. Termination. In addition to any remedies that may be provided under these Terms, MAP may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
16. Waiver. No waiver by MAP of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by MAP. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
17. Confidential Information. All non-public, confidential or proprietary information of MAP, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by MAP to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by MAP in writing. Upon MAP’s request, Customer shall promptly return all documents and other materials received from MAP. MAP shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
18. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to MAP hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give reasonable notice of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of ten (10) consecutive days following written notice given by it under this Section 18, either party may thereafter terminate this Agreement upon seven (7) days’ written notice.
19. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of MAP. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
20. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
21. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
22. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Tennessee.
23. Submission to Jurisdiction; Attorneys’ Fees. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Tennessee in each case located in the City of Memphis and County of Shelby, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. If MAP is the prevailing party in any action or proceeding arising out of or related to this Agreement, it shall be entitled to recover its reasonable attorneys’ fees and court costs from Customer.
24. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
25. Electronic Communications. Customer consents to receive invoices, statements, notices, and other communications from MAP by electronic means, including email, electronic data interchange, or through any online portal made available by MAP. Any invoice, statement, or notice transmitted electronically shall have the same legal effect as if delivered in hard copy. Customer shall maintain a current email address on file with MAP and promptly notify MAP of any changes thereto.
26. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
27. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
28. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Title and Risk of Loss, Compliance with Laws, Confidential Information, Limitation of Liability, Indemnification, Governing Law, Submission to Jurisdiction, and Survival.
29. Amendment and Modification. MAP may amend or modify these Terms at any time by posting updated Terms on its website or by providing written notice to Customer. Customer’s continued purchase of Goods from MAP following the posting of updated Terms or receipt of such notice shall constitute Customer’s acceptance of the amended Terms. To the extent that MAP and Customer have entered into a separately negotiated written agreement, any amendment or modification of such agreement shall require a writing signed by an authorized representative of each party.
EFFECTIVE DATE: [April 17, 2026]