Terms and Conditions of Sale
TERMS AND CONDITIONS OF SALE
1. This agreement constitutes the entire contract of sale and purchase of goods and that Protect-all shall not be liable for, or bound in any manner by, any representations, guarantees, or commitments except as specifically provided herein. No modification of these terms shall be of any force or effect unless in writing and signed by the party claimed to be bound thereby, and no modification shall be effected by the acknowledgement or acceptance of purchase order forms containing different conditions.
2. Unless otherwise specified, Protect-all will not be liable for any damages for failure to deliver within the requested time, but will use its best efforts to make delivery within such time. Orders may NOT be canceled or modified by buyer, in whole or in part, after acceptance by Protect-all, without consent by Protect-all.
3. In the event of inability for any reason to supply the total demands for the material specified, Protect-all may allocate its available supply among any or all purchasers, as well as departments and divisions of Protect-all, on such basis as it may deem fair and practical, without any liability for any failure of performance, which may result there from.
4. Deliveries may be suspended in cases of Act of God, war, riots, fire, explosion, flood, strike, lockout, injunction, government action, inability to obtain or use fuel, power, raw materials, materials in intermediate or finished form, labor, container, or transportation facilities, accident, breakage of machinery or apparatus, national emergency, or other causes beyond the control of the party affected preventing the manufacture, shipment, or acceptance of shipment of the goods, or preventing manufacture of a product upon which the manufacture of goods is dependant. Deliveries so suspended may be canceled without liability, but the order shall otherwise remain unaffected.
5. Protect-all may require Buyer to reimburse all taxes, excise or other charges, which Protect-all may be required to pay any government (National, State, or Municipal), which are levied directly upon the sale, production of the goods sold hereunder, or of any raw materials used therein.
6. All material will be invoiced as of the date of shipment and all such invoices will cover the full quantity of the material shipped. If Buyer fails to pay any invoice when due or fails to accept any shipment as scheduled, Protect-all may, without prejudice to other remedies, either defer further shipments until the default is corrected or cancel any unfilled portion of an order or any and all other orders. Protect-all reserves the right to adjust prices specified herein to conform to Protect-all’s price schedule at time of shipment.
7. Protect-all reserves the right to ship and invoice certain overruns at the price rate of the quantity specified in the quotation, and any underruns within the same range shall likewise be deemed as constituting the complete fulfillment of such orders. Said overruns and underruns will not exceed a tolerance of 10 percent.
8. If the materials on this order must be manufactured specifically for the Buyer, and this order is cancelled for any reason, Buyer will take delivery of and make full payment for materials completed and in process on the date the notice of cancellation is received by Protect-all.
9. PROTECT-ALL MAKES NO WARRANTY BEYOND THE WRITTEN DESCRIPTION OF THE GOODS AND THERE IS NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE. PROTECT-ALL DISCLAIMS ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER DUE TO OR ARISING OUT OF BREACH OF CONTRACT EXPRESS OR IMPLIED WARRANTIES (INCLUDING WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR PURPOSE) AND/OR PROTECT-ALL’S NEGLIGENCE, and Protect-all’s liability and Buyer’s exclusive remedy for any breach or default of any kind or negligence shall be limited to the replacement of materials with respect to which such breach, default, or negligence is claimed, or made in writing within 10 days of delivery. Without limiting the generality of the forgoing, Buyer expressly assumes all risk of patent infringement by reason of its use of material provided hereunder in combination with other material, or in operation of any process.
10. Protect-all products are warranted to be free from manufacturing defects. Protect-all may exchange or render credit for unused product after return policy procedures have been followed. Protect-all shall not be responsible for claims beyond the replacement value of the defective material. It is strongly recommended that the Purchaser independently test the product to determine end-use suitability. End-use suitability is the sole responsibility of the Purchaser. All Protect-all “closeout” or “overstock” materials are sold as-is and may NOT be returned or exchanged for credit for any reason. If ANY damage is suspected at time of delivery, such damage must be noted on the Bill of Lading. Failure to do so could result in claims being denied. Vehicles for transport of goods will not be locked unless requested.
11. No returns will be accepted after 90 days from receipt of product. If within 90 days from date of purchase there is a perceived product defect, the following procedures apply: A) Contact Protect-all Customer Service with the following information: product, lot number, roll serial number and description of defect B) Protect-all Customer Service will request a sample be sent to Protect-all for quality evaluation. A Return Material Authorization (RMA) number will be assigned and must be displayed on ALL returning materials. C) Upon receipt and inspection of materials, Purchaser will be advised if material return and or credit will be issued. Please note that all requested samples and defective materials that are issued an RMA number must be received by Protect-all within (10) business days or claim will be void.
12. Protect-all reserves the right to accept or refuse ANY non-quality related return. If a material return is requested for any other reason, other than a quality issue, a return approval and RMA number must be authorized by Protect-all. These returns will be subject to a restocking fee (based on product) and all freight charges (outbound and return) will be charged to Purchaser. Returns will ONLY be accepted if received in resaleable condition. If not received in such condition, the return will be void and material returned back to Purchaser at their expense. NO materials will be accepted without an approved RMA number.
13. ALL ORDERS SUBJECT TO CREDIT TERMS AS ESTABLISHED BY OUR CREDIT DEPARTMENT. Protect-all reserves the right to revoke or modify terms of credit and may require cash before shipment, or ship C.O.D. without expense to Protect-all. Overdue accounts may be subject to Protect-all’s late payment fee in effect on invoice date, but will in no event exceed the maximum rate of interest allowed by law.
14. Should seller fail to promptly make any payment or payments due hereunder, Buyer agrees to pay all costs of collection and reasonable attorney’s fees incurred by Protect-all in collecting payment. This provision shall not be construed to limit Protect-all’s remedies in the event of a breach by Buyer, but in the event of breach, Protect-all may take advantage of all of its rights as provided by law. Interest on all overdue accounts shall accrue at the rate of 12% per year.
