FABPRO ORIENTED POLYMERS, LLC
TERMS AND CONDITIONS OF SALE
1. SCOPE OF AGREEMENT. These Terms and Conditions shall govern the sale of goods from Fabpro Oriented Polymers, LLC or its subsidiary corporations (“Fabpro”) to the customer (the “Customer”). Any terms or conditions of Customer’s purchase order which do not comply with the terms and conditions set forth below shall not apply to this sale.
2. DELIVERY. Fabpro shall deliver the goods identified on the attached order acknowledgment (the “Product”) to Customer on the shipment terms stated on the attached order acknowledgment. Delivery dates are approximations. If there is a delay in shipment for more than 30 days due to events within Fabpro’s control, Customer may cancel delivery of this particular shipment by providing written notice to Fabpro of its desire to do so. IN NO EVENT SHALL FABPRO BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OCCASIONED BY ANY DELAY IN DELIVERY.
3. RISK OF LOSS. Delivery of the Products to a common carrier or licensed trucker shall constitute delivery to Customer. Customer will bear the risk of any loss or damage in transit and Customer shall be responsible for transportation costs, customs fees, taxes charged and any other governmental levy imposed by law on account of the sale of the Products.
4. INSPECTION AND ACCEPTANCE Customer shall inspect the Products when they are delivered to the Customer. All claims for nonconforming Products shall be deemed waived unless made in writing and received by Fabpro within 120 days after delivery (the “Inspection Period”). Customer shall afford Fabpro prompt and reasonable opportunity to inspect all such nonconforming Products. No claim shall be effective if made after the Products have been cut or otherwise processed in any manner. No Products can be accepted for credit unless the return has been previously authorized by Fabpro.
5. PAYMENT. All payments are due and payable within 30 days of receipt or invoicing whichever comes first. All payments owing beyond 30 days are subject to interest charges of 1.5% per month. Fabpro may agree to a longer period with an approved agreement.
6. PRODUCT APPROVALS. Customer agrees that it bears sole responsibility to ensure that its use of the Product confirms with any and all applicable federal, state, provincial, or local laws and that it is Customer’s sole responsibility to obtain any governmental approvals necessary to use the Product. Final determination of suitability of the Product purchased and sold hereunder for the use contemplated by Customer is the sole responsibility of Customer and Fabpro shall not be responsible for the suitability of such Products for any particular end use.
7. CANCELLATIONS. Cancellation by Customer for any reason other than as stated in section 2 above requires Fabpro’s written consent. Fabpro may cancel or refuse to ship an order if Customer’s credit worthiness at any time becomes unsatisfactory in Fabpro’s sole discretion.
8. LIMITED WARRANTY.
a. Fabpro is not aware of all the uses and applications for which its products are purchased. Fabpro warrants that its Products meet mutually agreed specifications and that they are sample tested according to test procedures identified in Fabpro’s data sheets in effect at the time the Product is shipped. However, Fabpro makes no representation or warranty as to the interpretation of tests for any of its Products, or as to the appropriateness of such test for a particular use.
b. OTHER THAN AS STATED IN PARAGRAPH 8 (a) ABOVE, FABPRO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIES, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
c. Customer agrees that it will not alter, amend or add to Fabpro’s limited warranty herein. If Customer offers further additional warranties or makes any representations on is own, such warranties and/or representations will clearly state that they are Customer’s additional warranties and not those of Fabpro.
9. LIMITATION OF REMEDY. IN THE EVENT OF ANY CLAIMED OR ACTUAL BREACH OF WARRANTY, CUSTO-
MER’S SOLE AND EXCLUSIVE REMEDY IS THE RETURN AND REPLACEMENT OF ANY NONCONFORMING PRODUCT, IN NO EVENT SHALL FABPRO BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROPERTY, PERSONAL INJURY, AND LOSS OF BUSINESS OR PROFITS OR OTHER ECONOMIC LOSSES, REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF RECOVERY.
10. INDEMNITY. Customer agrees to indemnify Fabpro for all costs and expenses, including reasonable attorney’s fees, incurred
in collecting any unpaid amounts or to enforce this Agreement. Customer agrees to indemnify and hold Fabpro harmless from
all losses, expenses, claims or causes of action arising from Customer’s use or resale of the Product, including any third-party
claims for personal injury or property damage, regardless of the nature of the claim or whether Fabpro or the Product is
alleged to be at fault.
11. FORCE MAJEURE. The expression Force Majeure includes any actual or threatened Act of God, war, the public enemy,
mobilization, riot, strike, lockout or labor difficulties, drought, fire, flood, explosion, accident, shortage of cars, delays of
carriers, embargoes, the acts or orders of governments or political subdivisions thereof, inability to obtain suitable and
sufficient labor or necessary supplies of raw materials, or any other contingency or cause beyond the reasonable control of
Fabpro which prevents the manufacture, shipment, transport of articles sold hereunder, or beyond the reasonable control of
Customer, which prevents the use of the articles sold hereunder. The affected party may, at its option, on written notice to the
other party, cancel this Agreement pending Force Majeure without liability to the other party for any damages arising out of
ny failure to deliver or failure to accept resulting from Force Majeure provided however, Customer shall be liable for payment
for all articles in process and/or manufactured until date of receipt by Fabpro of said written notice.
12. GOVERNING LAW. The place of performance of this Agreement, including the sale of the Product, and all questions concerning the validity, interpretation, or performance of any of its terms or provisions or of any right or obligations of the parties hereto shall be resolved according to the domestic laws of the State and Country where such goods are manufactured, without regard to its conflict of law rules.
13. PRICE CHANGES. If, after the conclusion of this contract, changes occur in one or more factors impacting Fabpro’s price calculations, such as costs of materials and/or energy governmental actions, cost of freight for raw materials, insurance premiums, exchange rates, taxes, etc., Fabpro shall be entitled to increase product prices accordingly. Fabpro will inform Customer in writing of the price increase. The Customer will be deemed to accept the price increase unless it informs Fabpro within 7 days after receipt of such notice that it wishes to terminate the contract. In such event the contract will be considered terminated as to the affected quantities and neither party shall be entitled to recover direct, indirect or consequential damages as a result thereof.