STANDARD TERMS AND CONDITIONS OF SALE
1. It is Buyer’s responsibility to make a careful inspection of the cargo for evidence of loss or damage, both apparent and concealed. For loss or damage in transit by Parcel Post or United Parcel Service, report to Seller immediately and retain damaged products and shipping container for our instructions. For loss or damage by motor freight, freight forwarders, railway express, rail or air shipments, secure a notation of any loss or damage on your copy and on the carrier’s copy of the delivery receipt, retain products and shipping containers and call carrier immediately for an inspection and file a claim with the carrier.
2. To the extent that this order is covered by a prior written contract between us, it is accepted on the terms and conditions in that contract and the terms and conditions expressed herein are not intended to modify, change, or supersede such prior contracts, but shall be added to said contract unless materially inconsistent. To the extent that this order is not covered by such a contract, this instrument contains all of the terms and conditions with respect to the sale and purchase of products named herein. Seller can change its applicable terms and conditions at any time unless otherwise explicitly stated on the face hereof or in an effective prior written contract. No modification of these terms and conditions shall be of any force unless such modification shall be in writing and signed by the party claimed to be bound thereby. If any of the provisions of Buyer’s purchase order or other writings are in conflict with the terms and conditions of this document, the terms and conditions of this document shall govern. This sales agreement is not assignable or transferable by Buyer, in whole or in part, except with the written consent of Seller.
3. Seller’s liability as to deliver ceases upon making delivery of products purchased hereunder to carrier at shipping point in good condition. Title and risk of loss for the products supplied hereunder will pass at the F.O.B. for all products shipped by Seller. Title to and risk of loss for all products picked up by Buyer at Seller’s designated shipping locations will pass to Buyer at the point the products are deposited by Seller onto Buyer’s owned or leased equipment, and in the case of bulk liquid or solid products title and risk of loss shall pass at the point of discharge from Seller’s fill nozzle or discharge tube. Seller’s weights and measures shall govern.
4. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR COURSE OF DEALING OR USAGE OF TRADE OR OF MERCHANTABILITY OR OF ANY OTHER KIND WHATSOEVER EXCEPT THAT THE PRODUCTS SOLD HEREUNDER SHALL BE OF THE QUANTITY SPECIFIED AND THAT THE PRODUCTS SHALL CONFORM TO SELLER’S CURRENT PUBLISHED SPECIFICATIONS AND THOSE SPECIFICATIONS LISTED ON PRODUCT LABELS. AS TO ANY PRODUCTS WHICH SELLER HAS ITSELF PURCHASED, AND HAS SUBSEQUENTLY SOLD WITH NO FURTHER PROCESSING, SELLER MAKES NO WARRANTIES WHATSOEVER, AND DISCLAIMS ANY RESPONSIBILITY FOR SUCH PRODUCTS FAILING TO MEET ANY SPECIFICATIONS BY ANY PERSON OTHER THAN SELLER. BUYER ASSUMES ALL THE RISK OF LIABILITY WHATSOEVER RESULTING FROM THE USE OF THE PRODUCTS WHETHER USED SINGULARLY OR IN COMBINATION WITH OTHER SUBSTANCES. SELLER’S LIABILITY IS EXCLUSIVELY LIMITED, AT SELLER’S OPTION, TO REPLACEMENT OF DEFECTIVE PRODUCTS OR THE PURCHASE PRICE OF SUCH PRODUCTS. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, CONTINGENT, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, WHETHER IN CONTRACT, TORT, STRICT OR PRODUCTS LIABILITY OR OTHERWISE.
5. Buyer shall examine any such products for any damage, defect, or shortage. All claims for any cause whatsoever (whether such cause be based on contract, breach of warranty, negligence, strict liability, other tort or otherwise) shall be deemed waived unless made in writing and received by Seller within thirty days after Buyer’s receipt of such products or before such products are used, whichever shall occur first, or if such claim is for non-delivery of such products, within thirty days after the date upon which such products were to be delivered. Failure of Seller to receive written notice of any such claim within the applicable time period shall be deemed an absolute and unconditional waiver by Buyer of such claim irrespective of whether the facts giving rise to such claim shall have been discovered or whether processing, further manufacture, other use of other resale of the products shall have taken place. Products sold under this Agreement shall not be returned without Seller’s permission and transportation charges for return shall not be paid by Seller unless authorized in advance.
6. Payment terms are net thirty (30) days from invoice date unless otherwise agreed in writing. In the event Buyer fails to fulfill the terms of payment, or in case Seller shall have any doubt at any time as to Buyer’s financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory security. Past due balances are subject to a late charge of 1 ½ % per month, or the maximum amount permitted by applicable law whichever is less. Buyer shall reimburse Seller for all taxes, excise, duties, licenses, stamp charges, government fees, or other charges which Seller may be required to pay to any government (national, state or local) upon the sale, production or transportation of the products sold hereunder. Buyer shall pay all reasonable costs, fees (including attorneys’ fees) and expenses incurred by Seller in collecting monies due or to become due hereunder.
7. Performance of Seller will be excused in case of act of God, war, riots, fire, explosions, floods, strikes, lockouts, injunctions, inability to obtain fuel, power, raw materials, labor, containers or transportation facilities, accidents, breakage of machinery or apparatus, national emergency or because performance is made impracticable by the occurrence of any other unforeseeable contingency, or because of compliance in good faith with any applicable foreign or domestic governmental statute, regulation or order whether or not it later proves to be invalid, preventing the manufacture, shipment or acceptance of a shipment of the product, or preventing any material upon which the manufacture of the products of this contract is dependent. Any delivery so suspended shall be canceled without liability, but the contract shall otherwise remain unaffected.
8. All returnable containers used in connections with delivery of products shall remain the property of Seller. Such containers shall be used by Buyer only for the reasonable storage of original contents and shall be returned to Seller empty and in good condition within sixty (60) days from the date of original shipment. To secure the performance of the obligation seller may require Buyer to pay a deposit at the time of payment for the contents. The deposit, less handling fee, shall be credited to Buyer’s account upon return of the containers (F.O.B. Seller’s shipping point) in good condition if made within the sixty (60) day limit. If not returned within the sixty (60) day limit Seller may reject the containers tendered and retain the full amount of the deposit. Returnable containers will only be accepted if they have only contained the original contents and are “empty” according to law.
9. Buyer assumes complete responsibility for, and agrees to defend, indemnify and hold Seller and its employees harmless from all claims, demands, actions, and causes of action, including attorneys’ fees and actual costs incurred as a result thereof, on account of injury to any person or any property damage, arising out of the handling, transportation, storage, possession, processing, further manufacture or other use or resale of the products sold by Buyer after the products are delivered to Buyer or upon Seller’s delivery to carrier at shipping point, whether or not such products are handled, stored, or used singly or in conjunction with other products; provided, however, this paragraph shall not operate to relieve Seller from liability resulting solely from Seller’s negligent acts or omissions.
10. When in the opinion of Seller there is a period of shortages of supply of said products for any reason, Seller may allocate its available supply among any or all of its various customers upon such basis as it shall deem fair and practicable, with no liability on its part for failure to deliver the quantity or any portion therein specified.
11. Buyer acknowledges that the material sold under this Agreement is, or may be suspected to be, hazardous to human health and Buyer assumes all risk and liability for the use of the material. Buyer shall familiarize itself and keep informed (without reliance on Seller) with respect to any hazards to persons or property involved in handling, and using the material and the containers in which such material is shipped. Buyer shall advise its employees, independent contractors, and others who handle and use the material for Buyer and shall take such action as is reasonably necessary to advise others, including without limitation the customers of the Buyer, who are foreseeably ultimate users of the material of the suspected or proven hazards of the material. Buyer agrees that products will be used, handled, stored, transported, and disposed of in such a manner as is necessary for the safety and protection of persons, property and the environment, and in accordance with applicable governmental laws and regulations. Buyer agrees to instruct employees with respect to, and make certain that they know and understand, procedures necessary to enable them to comply with the requirements set forth herein and to make certain that they are adequately trained to handle emergency situations arising from the use, handling, storage, transportation and disposition of the products.
12. It is expressly understood Seller’s recommendations or advice, technical or otherwise, as to unloading, loading, storage or use, alone or with any other product(s), is given gratis and Seller assumes no obligation or liability of recommendations or advice given or results obtained. All such advice and recommendations is given and accepted at Buyer’s risk.
13. Buyer assumes full responsibility for and liability arising out of unloading, discharge, storage, handling, use and disposal of any product or container therefore, including the use of such product or container alone or in combination with other substances; compliance or noncompliance with any laws or regulations relating thereto; and damage to or destruction of returnable containers from any cause whatsoever after delivery to Buyer and until their return to Seller in good conditions.
14. Buyer acknowledges present or past receipt of Material Data Safety Sheet(s) for these chemicals.
At Mast-Away®, your time is money. That’s why we make a commitment to our customers to provide them with the easiest transactions and the fastest shipping in the industry. You won’t ever find yourself waiting for the Mast-Away® truck to come to your area in order to receive your product, because every shipment we make goes out either by UPS or by common carrier. It’s just one more way we try to meet your needs in our mission to be our client’s biggest asset.
You can cancel this order at any time until the order has been shipped. After the order is shipped, you have 2 weeks to return any delivered product(s), but the product(s) must be unopened and in resalable condition. On any returns after shipment, you would be responsible for both the initial shipping charges, as well as any shipping charges incurred to return the product to Chemisphere, along with a 25% restocking fee on the product purchase price.”
Other companies may talk about their product guarantees, but we stand behind ours. If you get a product that doesn’t work, we don’t want you to have it either. Call us and we can either exchange it for a different product, or refund the unused portion of the product. There will be a restocking fee of 25% for any refunds, but the first exchange will be free. See terms of sale for complete details.