Terms of Sale

All goods and materials (collectively the "Goods") purchased pursuant to the Purchase Agreement or Sales Order (the "Order") shall be delivered by Seller to Buyer's business from which Goods were ordered unless otherwise specified on the Order. Unless otherwise indicated on the Order, title, liability for, and risk of loss as to such Goods shall pass to Buyer upon shipment from Seller’s dock. Buyer's payment of the purchase price for the Order shall be deemed acceptance of all of the terms and conditions set forth herein. Prior to delivery of the Goods, if Seller has reason to believe that it will be unable to meet its delivery schedule, it shall immediately notify Buyer in writing, shall indicate the cause of delay, shall use its best efforts to cure the anticipated delay and permit Buyer to engage in paying an expediting fee. Upon receipt of notice of the anticipated delay or upon the occurrence of an actual delay, Buyer may pay an expediting fee established by Seller and direct expedited routing of Goods, or Buyer shall accept the Goods upon the delayed delivery date.

Goods to be furnished for the Order shall be shipped by Seller in accordance with Seller's standard shipping practices at Seller's distribution locations. Buyer shall pay the costs of any specialized packing, crating, freight express, or cartage requested by Buyer, as may be required by law, or if the Goods require specialized packaging. The seller's weight and count calculations are conclusive, and the Buyer agrees to pay for the Goods delivered.

After receipt of Goods, Buyer shall have 10 days to inspect the Goods. Payment for Goods shall constitute acceptance of all of the Goods. Acceptance of some of the Goods will be deemed acceptance of all of the Goods. Buyer must notify Seller in writing within 10 days after receipt of the Goods of any non-conformance or rejection of all or a part of the Goods. Buyer shall be responsible for the cost of shipment to Seller of any non-conforming or rejected Goods. Upon receipt of the non-conforming Goods, Seller will inspect such Goods to determine whether the Goods are non-conforming through no fault of Buyer. If Seller concludes that the Goods are non-conforming through no fault of Buyer, Seller will ship replacement Goods to Buyer in accordance with the terms and conditions herein, at Seller's cost. Buyer may, at its option, purchase substitute Goods in lieu of rejected Goods, and Buyer shall pay any difference in the cost of such Goods.

Seller warrants that the Goods meet Seller's standard specifications for such Goods as in effect on the date of shipment or such other specifications as are expressly agreed to in writing on the face of the Order. Seller warrants that the use or sale of the Goods does not, to Seller's knowledge, infringe upon the claims of any validly issued United States patent covering the Goods themselves. Except as expressly stated in the preceding sentences, Seller makes no express or implied warranty (including, without limitation, the warranties of merchantability, fitness for a particular purpose, or arising from any course of dealing or trade usage) regarding the Goods. Seller does not warrant against infringement of any filed or pending intellectual property rights due to the use of the Goods in combination with other products or materials, or in the operation of any process, or the compliance by Buyer, with any specifications provided to Buyer by Seller. Buyer, having the expertise and knowledge of the intended use of the Goods and any applications therewith, assumes all risk and liability for results obtained by the use of the Goods, whether used alone or in combination with other materials. Warranty is automatically voided without notice from Seller if Buyer’s payment is delinquent in excess of sixty (60) days. Note that purchase is subject to additional Terms of Use provided on Seller’s website.

Failure of Buyer to give notice of any claim in respect of the Goods within 30 days from the date of delivery of the Goods, or the date fixed for delivery in the case of non-delivery, shall constitute a waiver by Buyer of all claims in respect of the Goods delivered or not delivered, as the case may be. The Goods shall not be returned to Seller without written confirmation by Seller, and then only in the manner specified by Seller. Upon consent of Seller, any claims of Buyer may be setoff from any amount due and payable to Seller.

Buyer shall defend and hold Seller harmless against all liability, loss, and expense (including legal fees and costs) arising out of any claim of infringement or misappropriation of (i) any patent covering the Goods or use thereof, or the process for making the Goods, (ii) any copyright, trademark, trade secret, or other proprietary right.

Any information furnished to Buyer relating to or as a result of the Order shall be considered confidential unless otherwise agreed to by Seller in a separate written agreement. All information supplied by Seller shall be held in confidence by Buyer. Such information shall not be reproduced, used, or disclosed to others by the Buyer without Seller's prior written consent, and shall be returned to Seller upon Seller's demand for return of such information.

Buyer's exclusive and sole remedy for any claim shall be a refund of the amount of the purchase price paid for the Goods. In no event will Seller's liability exceed the purchase price paid by Buyer for the Goods. Neither party shall be liable to the other party for special, indirect, incidental, punitive, or consequential damages. Each party acknowledges and agrees that any breach by the party receiving confidential information, including, without limitation, the actual or threatened disclosure of confidential information without the prior express written consent of the disclosing party, would cause the disclosing party to suffer irreparable harm, against which remedies at law would provide incomplete protection and inadequate compensation. Accordingly, the parties understand and agree that in the event of any breach or threatened breach of confidentiality, the non-breaching party, in addition to any other remedies at law or in equity it may have, is entitled to equitable relief, including injunctive relief as well as any additional relief that may be granted by a court of competent jurisdiction, without the necessity of posting a bond or proving actual damages. Each party hereby agrees to indemnify and hold harmless the non-breaching party and its respective successors and assigns from any damage, loss, cost, or liability (including reasonable attorneys' fees and expert witnesses' fees and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized use or disclosure by the breaching of confidentiality.

Buyer shall not use the name, trade name, trademarks, service marks, or logos owned by Seller in any publicity releases, news releases, annual reports, product packaging, signage, stationery, print literature, advertising, or websites without securing the prior written approval of the Seller. Buyer shall not, without prior written consent of Seller, represent, directly or indirectly, any product or service offered by Buyer has been approved or endorsed by Seller. If Seller approves the use of its exclusive trademark, Buyer will reproduce the trademark distinctively, accurately, and consistently. Seller reserves the right to review and provide final approval of any material produced with approved use of the Seller's brand name, registered trademarks, service marks, or logos.

Buyer acknowledges that it has received and is familiar with Seller's labeling and literature related to the Goods. Buyer will provide all applicable labeling and literature information to Buyer's employees, agents, and end-user customers, who may handle, process, sell, or use the Goods and advise such parties to familiarize themselves with such information and include it in any product in which all or a portion of the Goods are used.

Any assistance provided by Seller upon Buyer's request may be subject to an applicable technical service fee paid to Seller by Buyer within 30 days after Seller provides such technical service or information.

The parties will comply with all laws, ordinances, rules, and regulations. The parties will assist each other in complying with any governmental agency’s orders or rules. Each party represents that it has not offered, given, promised to give, or authorized giving, and will not offer, give, promise to give, or authorize giving, directly or indirectly, any money or anything else of value to any government official, political party, political official, or candidate for political office in connection with any of its activities.

Buyer shall pay outright or shall reimburse Seller for all taxes, licenses, or other charges or fees (other than taxes based upon Seller's income), which Seller may be required to pay by law in connection with the shipment and delivery of the Goods hereunder.

Buyer shall be deemed to be in breach of the Order if Seller fails to receive the purchase price by the due date stated on the invoice. If Buyer fails or refuses to pay Seller at any time, Seller may, without advance notice to Buyer, (i) cease or decline making any shipments or deliveries to Buyer, except upon payment of all arrearages and advance payment of all future orders; (ii) terminate the Order; and (iii) charge interest on any amount owed at the rate which is the lesser of 1.5% per month or the highest permissible interest rate allowed by law.

Buyer acknowledges that Seller may customize or manufacture the Goods Buyer orders for purchase on a "made to order basis" especially for Buyer. If Buyer’s Order is suspended or terminated for any reason, Buyer will take delivery of and make payment for the Goods as have been completed by Seller. If Buyer is unable to accept delivery of the Goods, Buyer will make payment for such Goods as though delivery has been made. Seller will store such Goods for Buyer's account and at Buyer's expense until Buyer sends Seller written notice that Buyer has abandoned the Goods. Seller will invoice Buyer for the cost of storage on a monthly basis. A late fee equal to 10% of the storage cost will be assessed monthly.

No liability shall result from delay in performance or non-performance, directly or indirectly caused by circumstances beyond the control of the party affected ("Force Majeure"), including but not limited to, Act of God, fire, explosion, flood, war, action by or authorized by any government, accident, labor trouble, strike, or shortage, equipment failure, inability to obtain material or packaging supplies, inability to obtain fuel, power, material, equipment or transportation, epidemic or pandemic, or commercial impracticability. A party requesting relief under Force Majeure shall provide the other party 30 days’ written notice and the parties will negotiate in good faith to amend this Order or future orders. If an agreement cannot be reached, the parties will agree to terminate any existing but not yet completed orders and all future orders until an agreement can be reached. Quantities of Goods so affected may be eliminated from the Order without liability. Seller has no obligation to purchase supplies or the Goods from another source to fulfill the Order. Seller may distribute its available supply of Goods among any or all purchasers, business units, affiliates, or subsidiaries in Seller's sole discretion.

Seller may immediately terminate the Order if Buyer is in breach of any term of the Order or any of the terms or conditions set forth herein upon written notice to Buyer. Upon receipt of the notice of automatic termination by Seller, Buyer shall preserve, protect, and deliver to Seller at Buyer's expense, any Goods on hand according to Seller's instructions regarding disposition and return of Goods.

If any provision herein is void, invalid, unenforceable, or prohibited by any law, such provision shall be deemed severed from the Order to the extent of such prohibition. The remaining provisions hereof shall remain binding upon the parties.

All ideas, strategies, concepts, processes, plans, reports, and other materials and information ("Intellectual Property") prepared or developed by Buyer in connection with the Goods are works made for hire for Seller within the meaning of the United States Copyright Act and are the exclusive properties of Seller. To the extent the Intellectual Property or any part thereof are not works made for hire, Buyer hereby grants to Seller a non-exclusive, perpetual license to use such Intellectual Property.

Buyer shall carry and maintain in force at all times during the Order (i) worker's compensation insurance in compliance with all applicable statutory requirements, (ii) business automobile liability insurance with loss limits not less than $500,000 per occurrence, and (iii) occurrence-based commercial general liability insurance with loss limits that cover all reasonable risks associated with Buyer's business and services (not to be less than $1,000,000).

Buyer agrees to indemnify, defend, and hold harmless Seller; Seller's parents, subsidiaries, and affiliated entities; and their respective agents and employees from and against any and all claims, losses, damages, liability, or liens to the extent arising from (i) Buyer's negligent, reckless, or intentionally wrongful acts or omissions or (ii) Buyer's breach of any term or condition of the Order or the invalidity or inaccuracy of any representation or warranty of Buyer herein.

The terms and conditions herein shall survive the expiration or termination of the Order.

The laws of the State of Florida, USA shall govern if any dispute arises hereunder, without regard to choice of law or conflicts principles of Florida or any other jurisdiction, and the parties consent to the jurisdiction of the courts of Broward County, Florida for the determination of any disputes arising under the Order. The Order will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

The Order is not assignable or transferable by either party without the prior written consent of the other party.

If the price is omitted in the Order, the Goods shall be billed at the then-prevailing market price. Seller may revise prices at any time upon 30 days written notice. In such event, Buyer may elect to purchase Goods for delivery at the prices in effect immediately prior to such increase within the 30-day period, provided that the requested items or volumes are commensurate with Buyer's average monthly purchases for the preceding calendar quarter.

No amendment, modification, supplement, termination, consent, or waiver of any provision of this Agreement will be effective unless it is in writing.

All legal and other costs and expenses incurred for the Order are to be paid by the party incurring such costs and expenses. In the event any party brings suit to construe or enforce terms hereof, or raises the Order as a defense in a suit brought by another party, the prevailing party is entitled to recover its reasonable attorneys' fees and expenses.

If any provision of the Order or these Terms and Conditions is prohibited, unenforceable, or not authorized in any jurisdiction, such provision shall be amended or deleted without invalidating the remaining provisions or affecting the validity, enforceability, or legality of such provision and the rest of the Order in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.

Failure by either party to require performance by the other party or to claim a breach of any provision hereof shall not be construed as a waiver of any right arising from or under the Order, including the right to require subsequent performance or contest any subsequent breach.

The terms and conditions herein and the Order constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous proposals, both oral and written, negotiations, representations, commitments, writings, and all other communications between the parties.

As part of this transaction, Seller may collect, use, and disclose Personal Information about Buyer including; company name, address, banking and credit information as well as name, phone number, email address, and other contact details of natural persons within Buyer's organization with its affiliates and selected third parties around the world in order to complete the transaction and as described in Seller’s Privacy Statement or other disclosures provided on the website.