ARITECH MATERIALS LIMITED (“SELLER”) SELLS PRODUCTS AND SERVICES (“PRODUCTS”) AND SUCH SALES ARE SUBJECT TO THESE TERMS AND CONDITIONS OF SALE (“AGREEMENT”), REGARDLESS OF ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS SET FORTH IN ANY PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION (“ORDER”)”
1. Disparate Phrases. Any terms to the contrary in the order, including those that state that the order replaces any terms in the agreement, shall be superseded by the SELLER’s AGREEMENT. The terms of this AGREEMENT will not be changed or altered by the SELLER’s failure to object to any conflicting or additional BUYER terms without the SELLER’s express written permission. In addition to the information included in the SELLER’s catalog, website, and any special invoice notes or instructions, this AGREEMENT contains additional information.
2. Orders. All orders, including blanket orders, are subject to acceptance by the seller, who retains the right to reject any purchase for any reason, including by canceling any earlier blanket orders that the buyer may have had in place. A written request from the BUYER and a written approval from SELLER are both required in order to amend, cancel, or reschedule an ORDER. Any authorized order cancellation, modification, or rescheduling will be charged a change/cancellation fee (up to 30% of the order price) as liquidated damages to reimburse the seller for the time and expenses invested in attempting to minimize the damages brought on by the buyer’s modification or cancellation of the order.
3. Complete payment. Unless otherwise specified in the invoice, payment of the entire invoice amount, without offset or deduction, is required thirty (30) days after the invoice date. From the payment due date until the date of payment, SELLER may assess interest on any past-due invoice at a rate of 1.0% per month calculated daily until the date of payment. Based on the BUYER’s inability to make the payment by the deadline, the SELLER may also charge reasonable legal fees and collection expenses. Any of BUYER’s accounts may be used by SELLER to apply for payments.
4. Credit to the Buyer. The conditions of BUYER’s credit may be modified at any moment by SELLER. Any credit terms will be canceled if the invoice due date is consistently missed.
5. DELIVERY, TITLE AND DELAYS Unless otherwise specified in Seller’s quotation, Buyer is responsible for all shipping and handling charges, insurance and other applicable surcharges. Title and risk of loss shall pass to Buyer upon delivery of the Products to the carrier at Seller’s shipping point. Seller’s standard shipping terms are FOB shipping, cash on delivery unless Seller specifies otherwise. The Seller reserves the right to make partial deliveries and the Buyer accepts the delivery and pays for the products delivered. Seller’s delivery dates are estimates only, and Seller reserves the right to avoid any delay in delivery due to causes beyond Seller’s reasonable control, including, but not limited to, failure to perform its obligations under an accepted order, or acts of God, man-made, or otherwise. shall not be held responsible. man-made or natural events, disasters, epidemics or medical crises, shortages of supplies, labor strikes, acts of terrorism or war, transportation delays;
Returns 6. After five (5) business days from the date of delivery, the BUYER is deemed to have irrevocably accepted the PRODUCTS as meeting the BUYER’s specifications. The BUYER shall promptly inspect the provided PRODUCTS. Any damage, shortfall, defect, or other nonconformance with the provided PRODUCTS must be reported to the seller in writing within five (5) business days of delivery (the “NONCONFORMANCE NOTICE”) if the buyer discovers it. Any nonconforming PRODUCTS must be returned by the BUYER with freight paid, as well as any restocking fees. Products that are not normally eligible for return may nonetheless be accepted by the seller at their discretion. All products that aren’t eligible for returns may be returned to the buyer FOB origin, with freight collected, or held for the buyer’s account, at the seller’s choice at BUYER’s expense.
7. Seller’s Limited Warranty, Remedies. Seller warrants that, upon delivery to Buyer, the Products will conform to the Product specifications set forth in Seller’s catalog, website, or other documentation provided by Seller to Buyer. THIS LIMITED WARRANTY IS EXCLUSIVE AND SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED (WHETHER IMPLIED BY STATUTORY OR OTHERWISE) WITH RESPECT TO THE PRODUCT. SELLER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. If the Products do not meet Buyer’s specifications, Seller may, at its sole discretion, (a) rework the Products within a reasonable time and return the Products to Buyer at no charge; or (b) replace the Products at no charge. can do. BUYER, OR (C) REFUND THE PURCHASE PRICE TO BUYER. Seller’s warranties provided in connection with the sale of the Products shall not apply if Seller determines in its reasonable discretion that Buyer has not used the Products in accordance with industry standards and practices or has misused the Products in a manner that is negligent. If determined, it will be invalidated. Use the product in accordance with the Seller’s instructions, if any. Unless due to Seller’s negligence, Seller shall not be liable for any Products damaged in transit, during improper care or storage of Products, or for costs incurred by Buyer in testing nonconforming Products.
8. Limitation of Liability. IN NO EVENT SHALL THE SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF THE USE OR FAILURE OF THE PRODUCTS, INCLUDING BUT NOT LIMITED TO THE POSSIBILITY OF SUCH DAMAGES. We will not be held responsible even if we have been informed of this. loss of use, loss of work in progress, downtime, loss of sales or profits, failure to achieve anticipated savings, loss of Buyer’s property or Buyer’s liability to third parties, or labor or other costs; , if any damage or loss is caused to you. Such products involve personal injury or property damage. However, in no event will Seller’s total liability to Buyer arising out of or related to any transaction between Seller and Buyer exceed Buyer’s purchase price for such products.
9. Restrictions on Use, Indemnification. Buyer represents and warrants to Seller that it will use all Products in accordance with applicable laws, rules, and regulations. Buyer also represents and warrants that its use of the Products will not infringe any patent or other proprietary rights of any third party. All products offered by Seller are chemicals and should only be handled by technically qualified and trained personnel who are familiar with the potential hazards of the products. The purchaser shall be informed of the risks associated with the products purchased and shall ensure that its employees, agents, customers, or others who may handle the products are safe in handling the products and the potential of the products to persons or individuals. shall be solely responsible for guiding the risks involved. property. Purchaser also assumes the responsibility and expense of safely transporting, storing, and disposing of all Products in accordance with all applicable laws. Any proposed application or technical advice related to the use of the Products is rejected by the Seller and the Seller does not guarantee any results related to the Products. Further, Seller shall not be liable for any injuries, damages, or penalties resulting from Buyer’s use of the Products. Buyer will indemnify and indemnify Seller from any and all actions, claims, demands, liabilities, losses, damages, and/or actions, including attorneys’ fees and other costs of defending any action, that may arise from Buyer’s conduct. , you agree to indemnify us. Violation of this Agreement. Buyer must notify Seller in writing within 15 business days of Buyer’s knowledge of any accident or incident involving the Products that results in personal injury or property damage, and Buyer shall cooperate with Seller in determining the cause of such incident. must be thoroughly investigated and identified.
10. Rule of law. SELLER AND BUYER AGREE THAT ALBERTA LAW, WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICT OF LAW, SHALL GOVERN THIS AGREEMENT. The state courts in ALBERTA, and the Canada District Court for the Middle District of ALBERTA shall serve as the sole jurisdiction and venue for any action arising out of this AGREEMENT.
11. SELLER and BUYER agree that should any provision of this AGREEMENT be declared or determined by any court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this AGREEMENT shall nonetheless remain binding and enforceable and the illegal, invalid, or unenforceable provision(s) shall be modified only so much as necessary to comply with applicable law.
12. However, BUYER may assign this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation, or other means) to all or substantially all of the BUYER’s business or assets. Without the written consent of SELLER, BUYER is not permitted to assign or delegate any rights or obligations under this Agreement.
13. Followers. The parties hereto, including their respective agents, heirs, and assigns, are bound by this Agreement and stand to gain from it.
14. No failure or delay in exercising any right, power, or privilege under this Agreement shall be deemed to be a waiver of such right, power, or privilege, nor shall any single or partial exercise bar any future or subsequent exercise of that right, power, or privilege. Any provision of this Agreement shall not be deemed waived by SELLER’s omission to object to any document, communication, or act by BUYER.
15. No Changes This agreement cannot be amended or modified without a written amendment signed by both the buyer and the seller.