Terms and Conditions of Sale
TERMS AND CONDITIONS OF SALE
1. SCOPE OF AGREEMENT: These terms and conditions shall govern the sale of goods from Great Lakes Polymer Technologies LLC (“GLPT”) to the customer (“Customer”). Any terms or conditions of Customer purchase which do not comply with the terms and conditions set forth below shall not apply to this sale.
2. DELIVERY: GLPT shall deliver the goods identified on the order confirmation to Customer on the shipment terms slated on the order confirmation. Delivery dates are approximate. If there is a delay in shipment for more than 30 days due to events within GLPT’s control, Customer may cancel delivery of this particular shipment by providing written notice to GLPT of its desire to do so. IN NO EVENT SHALL GLPT 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 cost, insurance costs, Customer fees, taxes charged and any other government levy imposed by law on account of the sale of the product.
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 GLPT within 120 days after delivery (the “Inspection Period”). Customer shall afford Great Lakes Polymer Technologies 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 GLPT.
5. PAYMENT: All payment is due and payable within 30 days of invoice date, unless otherwise agreed upon by GLPT. All balances open past agreed upon terms are subject to interest charges of 1.5% per month. Customer agrees to pay $50 fee on all returned checks marked unpaid or NSF. Customer may not return any Product to GLPT and GLPT will not have any obligation to accept any such return except in GLPT’s sole discretion. If GLPT agrees to accept a return of Product from Customer, the Customer will be charged a restocking fee of twenty percent (20%) of the total cost of the order or shipment and may be greater as determined by GLPT in its sole discretion. Customer will ship Product to GLPT’s facility, freight prepaid, with Customer assuming all of the risks for loss or damage.
6. PRODUCT APPROVALS: Customer agrees that it bears sole responsibility to ensure that its use of the Product conforms with any and all applicable federal, state, provincial, or local laws and that it is Customer’s sole responsibility to obtain any government approvals necessary to use the Product. Final determinations of suitability of the Product purchased and sold hereunder for the use contemplated by Customer is the sole responsibility of Customer and GLPT shall not be responsible for the suitability of such Product for any particular end use.
7. CANCELLATIONS: Cancellations by Customer for any reason other than as stated in section 2 above requires GLPT’s written consent. GLPT may cancel or refuse an order if Customer’s credit worthiness at anytime becomes unsatisfactory in GLPT’s sole discretion.
8. LIMITED WARRANTY: A) GLPT is not aware of all the uses and applications for which its Products are purchased. GLPT warrants that its Product meet mutually agreed specifications and that they are sample tested according to test procedures at the time the Product is shipped. However, GLPT makes no representation or warranty as to the interpretation of test results for any tests for any of its Products, or as to the appropriateness of such tests for a particular use, B) OTHER THAN AS STATED IN PARAGRAPH 8 (a) ABOVE. GLPT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRENTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. C) Customer agrees that it will not alter, amend, or add to GLPT’s limited warranty herein, if Customer offers further additional warranties, or make any representations on its own, such warranties and/or representations will clearly state that they are Customer’s additional warranties and not those of GLPT.
9. LIMITATIONS OF REMEDY: IN THE EVENT OF ANY CLAIMED OR ACTUAL BREACH OF WARRANTY, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS THE RETURN AND REPLACEMENT OF ANY NONCONFORMING PRODUCT. IN NO EVENT SHALL GLPT 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 GLPT for all costs and expenses, including reasonable attorney fees, incurred in collection and unpaid amounts or to enforce this agreement. Customer agrees to indemnify and hold GLPT harmless from all losses, expenses claims or causes for actions arising from Customer’s use or resale of the Product, including any third-party claims for personal injury or property damages, regardless of the nature of the claim or whether GLPT is alleged to be at fault.
11. FORCE MAJEURE: The expression FORCE MAJEURE includes any actual or threatened Act of God, public enemy, mobilization, riot, strike, lockout or labor difficulties, drought, fire, flood, explosion, accident, shortage of cars, delay of carriers, embargoes, the acts or orders of government or political subdivisions thereof, inability to obtain suitable and sufficient labor or necessary supplies of raw materials, or any other contingency or causes of Customer, which prevents the use of the articles sold hereunder. The affected party may, at the 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 any 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 GLPT 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 good 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 GLPTs price calculations, such as costs of materials and/or energy, government actions, cost of freight for raw materials, insurance premiums, exchange rates, taxes, etc. GLPT shall be entitled to increase product prices accordingly. GLPT will inform Customer in written of the price increase. The Customer will be deemed to accept the price increase unless it informs GLPT 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 as a result thereof.
14. ACCEPTANCE AND REJECTION OF PURCHASE ORDERS: GLPT may, in its sole discretion, accept or reject any Purchase Order. GLPT will notify Customer that PO’s placed have been accepted or rejected within 10 working days of the order being placed. No Purchase Order is binding unless accepted by GLPT as provided in this Agreement. GLPT may, in agreement with Customer, without liability or penalty, cancel any Purchase Order placed by Customer and accepted by GLPT, in whole or in part: if GLPT discontinues its sale of Goods or reduces or allocates its inventory of Goods; if GLPT determines that Customer is in violation of its payment obligations under or is in material breach of this Agreement.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
Seller and manufacturer do not make any warranty whatsoever regarding this product, either express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, condition, design or quality. Buyer’s exclusive remedy and the seller’s and the manufacturer’s exclusive Liability for any claims, losses, damages or injuries resulting from the use of this product, shall be limited to the replacement of the product with respect to which damages are claimed. In no case shall the seller or the manufacturer be liable for direct, consequential, special, incidental, punitive or indirect damages resulting from the purchase or use of this product. Buyer accepts this product subject to the foregoing disclaimer and purchases and uses this product at buyer’s own risk. No employee or agent of seller or the manufacturer is authorized to vary the terms of this disclaimer in any manner.