STANDARD TERMS AND CONDITIONS OF SALE - INTERNATIONAL
GOODS AND SERVICES SOLD BY SEALSTRIP CORPORATION ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN BUYER’S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON SEALSTRIP UNLESS AGREED TO IN WRITING BY A SEALSTRIP CORPORATE OFFICER. BUYER’S ACCEPTANCE OF SHIPMENT OR PERFORMANCE AND/OR PAYMENT FOR THE GOODS AND SERVICES CONSTITUTES ACCEPTANCE OF SEALSTRIP’S TERMS AND CONDITIONS.
PRICE: The price of the material covered hereunder shall be Seller’s established list price in effect at the time the Purchase Order for the material is received by the Seller. Prices do not include any present or future sales, use, and excise, value-added or similar taxes and, where applicable, such taxes shall be billed as a separate item and paid by Buyer.
PAYMENT TERMS: A late payment charge of 2% every ten (10) days shall be charged on all past due accounts and Buyer shall pay Seller all costs incurred in collecting any past due account from Buyer, including all court costs and attorney’s fees, up to the highest allowable lawful rate. Payments must reference the invoice number to assure proper credit. Deductions, if any, must clearly indicate reason and reference the applicable Seller credit memo or other supporting document(s).
DELIVERY: Unless otherwise noted, all sales of goods are made FOB point of shipment and, in all cases, title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon Buyer. Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. A standard shipping charge is applied to each invoice for goods for material preparation, packaging, freight and/or any additional items associated with each shipment based on the value and/or weight of the shipment. Additional charges for local delivery may also apply.
WARRANTIES: Except as provided below, Seller makes no warranty of any kind, express or implied, except that the material sold hereunder shall be merchantable quality, and the Buyer assumes all risk and liability for results obtained by the use of the material, whether used singly or in combination with other products.
Seller warrants that the use or sale of the material delivered hereunder will not infringe the claims of any United States patent covering the material itself; but does not warrant against infringement by reason of the use thereof in combination with other material or in the operation of any process.
CANCELLATION AND RETURNS: Buyer may cancel an order by mutual agreement based upon payment to Seller of reasonable and proper cancellation charges. Goods shall not be returned by Buyer without Seller’s prior authorization. A restocking charge may apply. Barring extenuating circumstance and Seller approval custom materials are NOT subject to return. NO returns shall be accepted following 60 days after delivery.
LIMITATION OF LIABILITY: Seller’s liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, resale, operation or use of goods, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim, REGARDLESS OF CAUSE OR FAULT. This limitation of liability reflects a deliberate and bargained-for allocation of risks between Seller and Buyer and constitutes the basis of the parties’ bargain, without which Seller would not have agreed to the price or terms of this contract. Seller shall not, under any circumstances, be liable for any labor charges without its prior consent.
SELLER SHALL NOT IN ANY EVENT BE LIABLE whether as a result of breach of contract, warranty, tort (including negligence) or other grounds FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES including, but not limited to, loss of profits or revenue, loss of use of goods or associated products, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of Buyer for such damage. In addition, if Seller furnishes Buyer with advice or other assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is not required pursuant to this contract, the furnishing of the advice or assistance will not subject Seller to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.
CREDIT BALANCE: Any credit balance issued will be applied within one (1) year of its issuance. IF NOT APPLIED WITHIN ONE (1) YEAR, THE BALANCE REMAINING SHALL BE CANCELLED, AND SELLER SHALL HAVE NO FURTHER LIABILITY.
FORCE MAJEURE: Seller shall not be liable for failure to deliver or for delay in delivery or performance due to (i) a cause beyond its reasonable control, (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation, or (iii) any other commercial impracticability. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay.
CHANGE IN BUYER’S FINANCIAL CONDITION: Seller reserves the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to Seller in the event of (i) Buyer’s insolvency, (ii) the filing of a voluntary petition in bankruptcy by Buyer, (iii) the appointment of a receiver or trustee for Buyer, or (iv) the execution by Buyer of an assignment for the benefit of creditors. Seller reserves the right to suspend its performance until payment or adequate assurance of performance has been received. Seller also reserves the right to cancel Buyer’s credit at any time for any reason. Buyer, in order to provide security for the payment of the full price of goods furnished hereunder, grants Seller a security interest in the goods. Buyer agrees to execute any documents or furnish information necessary to perfect this security interest.
ASSIGNMENT OR TRANSFER: Buyer may not assign or transfer any order, in whole or in part, without the written consent of Seller.
ELECTRONIC PAYMENTS: Any sending bank fees associated with wire transfers or ACH transactions are the responsibility of the Buyer and are NOT to be deducted from Buyer’s payment to Sealstrip.
GENERAL: All orders are subject to acceptance by Sealstrip. Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. If any provision hereof shall be unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions shall not be affected thereby.