Terms & Conditions
If you require a complete delivery of your orders, please enter an X in the Complete Delivery field on the shipping screen of the customer master record. The indicator is copied into the order header, which you can also use for the purpose.
Buyer expressly agrees that Seller’s Invoice and these Terms and Conditions of Sale represent the complete agreement of the parties with respect to the sale of the product(s) listed on the Invoice and no different or additional terms or conditions in Buyer’s purchase order or in any other prior or subsequent communications in any way adding to, modifying or otherwise changing these Terms and Conditions of Sale shall be binding upon Seller.
acceptance of orders
Seller may accept buyer’s offer to purchase and shall be bound to supply the applicable Goods in accordance with these terms and conditions either by the execution of the acknowledgment copy of the order, or acceptable electronic transmission, delivery of the Goods or by any other statement, act or course of conduct which constitutes acceptance under applicable law.
Unless otherwise indicated on the face of the invoice, all prices are quoted on a per unit or per bundle basis. The buyer is responsible for any tax or government charges imposed upon the sale or transfer of the Product. The buyer shall not have any right to set off any amounts due hereunder against any amounts which may become payable to Seller under any other agreement.
All delivery dates are estimates, the Seller shall use its reasonable efforts to deliver all Product within the time specified; however, in no case shall the Seller be liable for any expense, loss or damage whatsoever suffered by the Buyer as a result of the Seller’s failure to deliver Product by the specified date.
transportation and risk of loss
The method and route of shipment are at Seller’s discretion. Title to the Product passes to Buyer when the Product is delivered to the selected carrier.
cancellation or modification
Any order placed with and accepted by Seller may be canceled by Buyer only upon Seller’s approval in a writing signed by an officer of Seller and upon terms that indemnify Seller against any loss. Seller will not accept order cancellations once a product has been delivered to a carrier, without charging a cancellation fee of a minimum of twenty-five percent (25%) of order value to recover costs incurred. Seller will not accept cancellations of special orders of non-standard, non-price list products. Seller may cancel all or any part of this order and discontinue its performance hereunder without liability to Buyer.
The buyer is responsible for any tax or governmental charge imposed upon the sale or transfer of any product. Any such tax or governmental charge will be added to the total invoice amount. All prices are FOB Seller’s facilities. Applicable freight costs will be added to the invoice.
warranty and disclaimer
Seller warrants that the purchased Product is free from defects in materials and workmanship at the time of delivery.
limitation of liability
Buyer acknowledges and agrees that seller’s liability for any claims with respect to the products shall not exceed the amount paid by buyer for the products under the invoice. Such limitations on seller’s liability hereunder shall apply even if seller’s liability is due in whole or in part to its own negligence. Any action by or on behalf of Buyer or its successors or assigns for breach of this document must be commenced within one (1) year after the cause of action as accrued.
return of material
Upon delivery of Product, Buyer shall have five (5) days to inspect Product and notify Seller, in writing, of any defective goods or other cause for rejection. Buyer agrees that five (5) day period provides Buyer a reasonable opportunity to inspect the Product. Such notification shall identify each and every reason for any rejection of Product. Buyer’s failure to reject Product within such five (5) day period shall constitute a waiver of Buyer’s inspection right and an unqualified and irrevocable acceptance of the Product by Buyer.
Buyer shall defend, indemnify and hold harmless Seller and its affiliated or related companies from and against any and all claims, losses, liability, damages and expenses including, but not limited to, attorneys’ fees and cost of defense arising from, related to or in any way connected with or alleged to arise from or out of any asserted deficiencies or defects in Product caused by any alteration or modification thereof by Buyer with or without Seller’s consent, or improper handling or storage by Buyer, the breach of any term or condition stated herein, Buyer’s failure to label Product or Buyer’s improper labeling of Product regardless of whether the labeling was done with or without the advice of Seller, or any act or omission of Buyer including any Claims for or resulting from any injury to person (including death) or damage to property or for economic loss, several or comparative negligence, breach of agreement, breach of warranty or other breach of duty of or by Indemnitee or as a result of Indemnitee’s strict or other product liability. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which Indemnitee has by law.
governing law and arbitration
This document shall be interpreted and governed by the law of the State of America, excluding its conflicts of laws rules. The parties specifically exclude the application of the United Nations Convention on the Sale of Goods.