CLEAN SEAL, INC.
GENERAL TERMS AND CONDITIONS OF SALE
DISCLAIMER: Given the variety of conditions that products may be subjected to, Clean Seal, Inc. cannot guarantee the suitability for a specific application. The Buyer is responsible for determining said suitability. Clean Seal, Inc. can offer guidance and, in some instances, provide samples for testing and evaluation.
AGREEMENT: Clean Seal, Inc. objects to any additional or different Terms and Conditions contained in the Buyers purchase order. Any additional, conflicting or different provisions of the Buyers purchase order, or any other oral or written communication are here by objected and superseded by these Terms and Conditions. No modification or addition to this agreement shall be binding.
PRICES: All prices are subject to change without notice and shall be adjusted to Clean Seal, Inc.’s prices in effect on the date of shipment. All tooling and equipment Clean Seal, Inc. produces or acquires for purpose of filling orders shall remain the property of Clean Seal, Inc. All intellectual property associated with the products shall remain the sole property of Clean Seal, Inc.
TITLE OF PRODUCTION MATERIALS: Irrespective of who has paid for the same, all tools, molds, dies or fixtures referred to in any quotations or order shall become and remain the property of Clean Seal, Inc.
DIES, TOOLS, ETC: Charges for dies, tools or gauges do not convey to Buyer an interest therein or the right to remove them from Clean Seal, Inc.’s facility. Title to and possession of all dies, tools and gauges shall remain with Clean Seal, Inc. unless otherwise agreed in writing by authorized Clean Seal, Inc. representative. Any dies, tools or gauges not used within any three (3) year period may be designated as obsolete by Clean Seal, Inc. and destroyed without any notification of the Buyer. Any and all costs associated with replacing such dies, tools or gauges prior to resuming production following the three (3) year period may be charged to the Buyer.
MINIMUM ORDER: $125 minimum order per line item for domestic shipments, $250 minimum order per line for international shipments. Order in multiples of standard box or cartons when applicable.
MODIFIED OR DISCONTINUED PRODUCTS: Clean Seal, Inc. shall have no duty to stock or provide spare or replacement parts or products. Clean Seal, Inc. may modify or discontinue any product or line of products at any time without liability except to refund any amounts already paid for any such products which have been ordered but not yet delivered.
LIMITED WARRANTY: Clean Seal, Inc.’s products at the time of shipment are warranted to be free from defects in material and workmanship. NO OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS) SHALL EXIST IN CONNECTION WITH THE SALE OR USE OF ANY CLEAN SEAL, INC. PRODUCTS
CLAIMS: Claims for errors, shortages, defects or nonconformities ascertainable upon inspection must be made within thirty (30) days after Buyer’s receipt of products and must be accompanied by Clean Seal, Inc.’s packing slip or photocopy of the packing slip. All other claims must be made in writing to Clean Seal, Inc. within one (1) year from the date of shipment. Products claimed non-conforming or defective must, upon Clean Seal, Inc.’s request, promptly be returned for inspection. Claims not made as provided above and within the applicable time will be barred.
REMEDIES: Clean Seal, Inc. will at its option, either repair or replace non-conforming or defective products for which it is responsible or credit the Buyer at their purchase price. Clean Seal, Inc.’s liability hereunder does not extend to any product, articles or parts thereof:
Furnished by Buyer or obtained from any manufactures or suppliers at Buyers request and/or Buyers specifications.
That have been installed, operated, maintained, repaired or altered improperly, or otherwise not in conformity to Clean Seal, Inc.’s instructions, or which have been subject to misuse, accident or neglect.
Which have been subject to misuse, accident, or neglect.
Buyer assumes responsibility or liability for the adequacy of any design, specifications, drawing, or material furnished or specified by the Buyer. The warranties contained herein shall extend to and be enforceable only by the Buyer. THE FORGOING STATES BUYER’S EXCLUSIVE REMEDY FOR ANY BREACH OF CLEAN SEAL, INC.’S. LIMITED WARRANTY AND FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR NEGLIGENCE, FOR LOSS OF INJURY CAUSED BY THE SALE OR USE OF ANY PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CLEAN SEAL, INC. SHALL IN NO EVENT BE RESPONSIBLE FOR EITHER (I) THE NEGLIGENCE, ACTS, OR OMISSIONS OF THE OTHER; OR (II) SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF BUSINESS OR PROFITS, DOWNTIME OR DELAY, LABOR, REPAIR OR MATERIAL COSTS OR ANY SIMILAR OR DISSIMILAR LOSS OR DAMAGE INCURRED BY BUYER.
RETURNS: No returns will be accepted by Clean Seal, Inc. without prior written authorization. Except for in-warranty returns, Buyer is responsible for re-stocking, freight, and other applicable charges. Clean Seal, Inc. reserves the right to refuse all unauthorized returns. All products returned require a Return Goods Authorization (RGA) prior to being shipped back to Clean Seal, Inc.
PAYMENTS & INVOICING: Payment shall be made according to the approved upon terms. Payment is to be made in US Funds via credit card, wire transfer, or check. Originals of all invoices will be provided to the Purchasing Department of Buyer when goods are shipped.
CANCELLATIONS: No orders may be canceled unless Clean Seal, Inc. is reimbursed for work already performed and for any special material purchased by Clean Seal, Inc. If an order is canceled after shipment or if a delivery is refused, all warehousing, delivery, disposition and return costs will be charged to the Buyer.
SHIPPING: Buyer is responsible for selection of carrier and method of service. Buyer is responsible for all applicable freight charges.
DELIVERY: Delivery dates are estimated and not a guaranty of a particular day of delivery and are based on the prompt receipt of all necessary information from the Buyer. Clean Seal, Inc. shall not be liable for failure or delay in shipping goods hereunder if such failure is due to an act of God, fire, flood, war, labor difficulties, accident, strikes, lockouts, civil disorders, government priorities or embargoes, inability or difficulty in obtaining raw materials or supplies at customary terms and prices or any other causes or failure of presumed conditions of any kind whatsoever which are either beyond the reasonable control of Clean Seal, Inc. Or which would make impracticable the fulfillment of Clean Seal, Inc.’s obligation hereunder. Clean Seal, Inc. shall be compensated for all and any extra costs and expenses occasioned by delays attributed to Buyer.
RISK OF LOSS: The risk of loss passes to the buyer when Clean Seal, Inc. duly tenders the goods to the shipping carrier.
TAXES: Buyer shall be responsible for the payment of any and all Federal, state and local sales, use and excise taxes and all other taxes and charges assessed in connection with purchase.
TARIFFS: Pricing does not include any current or proposed increased tariff costs implemented by the US Government. Tariffs are billed separately from product items and listed as a charge on each orders invoice based on the current tariff rate.
INDEMNIFICATION: Buyer shall indemnify Clean Seal, Inc. against all claims, loss, liability and expense(including but not limited to reasonable attorney fees) on account on any damaged property or injury or death of persons ( including Buyer’s employees) arising out of the Buyer’s unloading, storage, handling, use or disposal of the products except for any portion of damages attributable to Clean Seal Inc.’s negligence. This indemnity obligation of Buyers will survive the expiration, termination or cancellation of these Terms
GOVERNING LAWS, JURISDICTION: This agreement shall be governed by the laws of the State of Indiana. Buyer consents to personal jurisdiction over it with respect to any arising hereunder in the courts of the State of Indiana.
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