Terms of Sale

General Terms & Conditions

Entire Agreement These Terms and Conditions of Sale, contain the entire and exclusive agreement between the parties regarding the sale of each Product(s) (Contract). No addition to, or alteration or modification of, the Contract shall be valid unless made in writing and signed by an authorized representative of each party specifically referring to the Contract. No agent, salesperson, or employee of the Seller is authorized to alter or vary the terms hereof or make representations, agreements, or warranties at variance with the terms and conditions hereof. The terms set forth in the Contract shall apply to the exclusion of any different or additional terms proposed by Buyer. Any action by Buyer in furtherance of a sale or purchase of Product(s) shall constitute acceptance of the Contract.

Payment and Taxes Buyer will pay for the product(s) on the terms described on the invoice. The price for the product(s) is the price in effect on the date of Shipment, unless otherwise noted in writing by an authorized representative of each party referring to the specific invoice in question. Payment for the full amount of each invoice shall be made to Seller, addressed as indicated on an invoice, in United States Currency. Seller, or its assignee, may charge the maximum interest allowed by law on all overdue amounts. Buyer agrees to pay all of Seller’s collection costs, including reasonable attorney fees, as related to any past due amounts.

If the transaction is subject to any tax or duty, such taxes, duties, or any costs in connection there with, whether imposed before or after payment of the invoice, will be paid by the Buyer.

Compliance with Laws Seller shall provide or make available to Buyer a Safety Data Sheet (SDS) for each Product. Buyer will familiarize itself with such information and precautions, including but not limited to safety and health information, transportation, delivery, unloading, discharge, storage, handling, and use of the product, as applicable. Buyer assumes full liability and responsibility for compliance with the SDS and to ensure no misuse of the products in any manner. Buyer shall comply with all applicable laws, statutes, ordnances, and regulations of any government authority.

Title and Risk of Loss Unless otherwise provided in the Contract, title to and risk of loss of Product shall transfer to Buyer upon delivery to the carrier at Seller’s shipping point. Buyer shall bear all risk of loss or damage in transit. If Seller advances any of the freight charges on Buyer’s behalf, Seller will have the right to designate carriers and routings. The amount of any such freight charges shall be due and payable to Seller on demand.

Seller’s Warranty Seller warrants that at the time of delivery (I) Product(s) complies with manufacturer’s current sales specifications, as applicable, and (II) Product(s) is free and clear of all liens, encumbrances, and security interests. Seller makes no other warranty or guarantee of any kind, express or implied. Seller makes no warranty of any kind of fitness for a particular purpose or merchantability. Seller is NOT the manufacturer of products. Products furnished by Seller shall carry whatever warranty the Manufacturers have conveyed to Seller and which can be passed to Buyer, and none other.

Buyer’s Warranty Buyer warrants that it has used its own independent expertise in connection with the selection of the Product(s) and that it possesses skill and expertise in the receiving, handling, storage, transportation, treatment, use, and disposal of the Product(s). Buyer assumes full responsibility for quality control, testing, and determination of suitability of products for its intended application or use, including full compliance with Federal, State, Municipal, or local Regulations. Buyer shall inspect the Product(s) supplied hereunder immediately after delivery and shall notify Seller in writing within (48) hours after delivery of Shortages, Incorrect Product(s), or other discrepancies as noted. Buyer shall solely rely on Manufacturer’s label when receiving material from Seller.

Limitation of Liability Seller’s total liability and Buyer’s exclusive remedy for any claim or liability associated with the Contract or any Product(s) is expressly limited to, at Seller’s option, replacement, or payment in an amount not to exceed, in the aggregate, the purchase price of the specific Product(s) for which damages are claimed. In no event shall Seller be liable for any other damages or damages, losses, expenses, or expenses associated with loss of profits, business, contracts or savings, loss of goodwill, loss of production, loss of use, business interruption and any other damages, losses, or expenses of any kind or character to Buyer, it’s customers, or other persons or entities.

Force Majeure If for any reason including but not limited to force majeure, Seller may distribute its available supply among any or all purchasers on such basis as it may deem fair and practical, without liability for any failure of performance which may result.

Notice of Claims Seller shall have no liability for any claim arising out of or in connection with this Contract unless Buyer gives notice of the claim, setting forth fully the facts on which it is based, by the earlier of (I) thirty (30) days after the date such facts were discovered or reasonably should have been discovered, or (II) ninety (90) days after the receipt of the Product(s).

Severability If any provision of this invoice is held invalid, such invalidity will not affect other provisions or application of this invoice.

Choice of Law This Contract will be governed by Illinois law without regard to the rules governing conflict of laws.