TERMS AND CONDITIONS OF PURCHASE (PRODUCTS AND SERVICES)
Unless otherwise agreed to in writing, the following provisions apply to all orders:
- Acknowledgment and Acceptance – As an offer, this purchase order (the “Order”) of SantopSeal Corporation (the “Buyer”) expressly limits acceptance to its terms and conditions, and notification of objection to any different or additional terms in any response to this offer from the Seller is hereby given. If this Order is construed as an acceptance of the Seller’s offer, this acceptance is expressly conditioned on the offeror’s assent to any additional or different terms contained in this Order. Seller’s (a) acknowledgment of this Order, (b) delivery of materials or equipment, or (c) performance of services hereunder shall not in any way modify this Order or the terms and conditions hereof. Any modification or addition to the terms and conditions herein must be specifically agreed to in writing by the Buyer. These terms and conditions constitute the entire agreement between the parties and supersede any previous oral or written representations, including but not limited to provisions in Seller’s quotations, proposals, terms and conditions, acknowledgments, invoices or other documents.
- Payment – Unless otherwise stated, all payments are due prior to shipping; If the Buyer fails to pay by the due date any sum required to be paid by the Buyer to the Seller hereunder, the Buyer will pay to the Seller for each delinquent payment or part thereof interest from the due date until paid at the rate of Prime Interest Rate plus 6%, unless limited by applicable law. No orders can be canceled or modified after 48 hours from the time after Company and Buyer agree to specifications and an order is placed. All purchases by Buyers located in Pennsylvania are subject to sales tax unless Buyer is exempt under Pennsylvania’s sales tax law unless a tax-exempt certificate is produced. Payment is due net 30 days of invoice and interest shall accrue at 5% per annum on all late payments. As to the form of payment, Company will accept checks, credit cards, C.O.D., EFT, or wire transfers. Buyers will be charged $50 for all returned checks. Company will be entitled to all costs of collections for Buyer’s failure to pay under these Terms and Conditions, including court costs and attorneys’ fees.
- Shipping Terms – Products are shipped F.O.B. shipping point and title and risk are on Buyer upon shipping. The company will not be responsible for any import duties or brokerage fees.
- Quotes or Estimates – All quotes or estimates are valid until the last day of the calendar month issued. Verbal quotations are not valid and will not be honored. It is the responsibility of the Customer to review quotations for completeness and accuracy.
- Limited Warranty; Disclaimer of Other Warranties – Company will strive to meet specifications requested by Buyer. Other than this limited warranty, the Products are sold and delivered “AS-IS” without any express or implied warranty of any kind, including, but not limited to, any warranties of merchantability, non-infringement, or fitness of a particular purpose. No oral or written information given by Company, its employees, or an authorized representative shall create a warranty.
- Return Procedure – When returning product, follow these steps when calling:
-
- Call SantopSeal at 412-444-1888 and ask for Customer Service. Request a Return Material Authorization (RMA) form.
- Include the RMA form and your original Packing Slip or Invoice with your return shipment- The customer is responsible for all return shipping costs
- Ship the material back to SantopSeal and send a Customer Service member the tracking information for your order.
A credit or refund will be disbursed upon inspection of the product once returned.
-
- Inspection and Acceptance – Buyer shall inspect all shipments of Products upon arrival and shall notify Company, in writing, within 15 days of any shortages or other failures to conform to specifications agreed-to between the Company and Buyer. If Buyer fails to notify Company within 15 days of any Product being out-of-spec and out of tolerance, Buyer waives its right related to the non-conformance of the Products. Any Product damaged or modified cannot be returned. Returns are subject to a 25% restocking fee. Other than as set forth herein, Buyer is NOT entitled to any other refunds.
- Patent Indemnity – Seller shall indemnify and save harmless and defend the Buyer and its customers from and against any and all suits, actions, claims, demands, damages, costs, expenses and attorney fees incidental to any infringement or any alleged infringement of any U.S. or foreign patent in the manufacture or sale of the materials or equipment covered by this Order, or in any way concerned therewith, or with the use thereof by Buyer or its customers.
- Compliance with Federal, State, and Local Laws – Seller warrants that in the performance of work under this Order it has complied with or will comply with all applicable federal, state, foreign, provincial and local laws and ordinances, and with all lawful orders, rules and regulations thereunder, including but not by way of limitation, the Fair Labor Standards Act of 1938, as amended (29 U.S.C. Sec. 201-209) and insofar as applicable to this Order, the Walsh-Healey Public Contracts Act, as amended (41 U.S. C.Sec. 35-45) and, Occupational Safety and Health Act of 1970 as amended, Equal Employment Opportunity the requirement of executive orders 11246, 11375 and 11758, and the requirements of 38 U.S.C. 2012 in the Vietnam Era Veteran Readjustment Assistance Act of 1974, as amended, the requirements of Section 503 of the Rehabilitation Act of 1973, as amended and all lawful rules and regulations thereunder.
- Waiver – No waiver of any of the provisions contained in this Order shall be valid unless made in writing and executed by both parties. Failure of Buyer to insist upon strict performance shall not constitute a waiver of any of the provisions of this Order or waiver of any other default.
- Severability – If any language herein shall be invalidated for any reason, that language shall be considered deleted and the remainder shall be unaffected and shall continue in full force and effect to the fullest extent permitted by law.
- Assignments and Subcontracts – This Order shall not be assigned or transferred without the written consent of the Buyer. Seller agrees that it will not subcontract the furnishings of any of the completed or substantially completed articles required by this Order without the written approval of Buyer. No assignment of monies due or to become due hereunder shall be binding upon Buyer until its written consent thereto is obtained.
- Force Majeure – Buyer will be relieved from accepting delivery hereunder in the event of a fire, an act of God, labor trouble, embargo, explosion, floods, earthquakes, war, accidents, transportation delay or failure, partial or complete suspension of manufacturing operations, and/or any circumstances beyond Buyer’s reasonable control. In such an event, the Buyer may extend the delivery period or cancel deliveries not yet made without further liability.
- Choice of Law – This Order shall be considered as executed in, and shall be governed by and construed in accordance with, the laws of the State of Pennsylvania.
- Miscellaneous:
- The relationship of Buyer and Seller is that of independent contractors.\
- Unless authorized by Buyer in writing, the names of Buyer, its parent, subsidiaries and/or affiliated corporations or any of their trademarks shall not be used by Seller.
- No news release, public announcement, denial or confirmation of same or any part of the subject matter of this Order or any phase of this Order shall be made without the prior written approval of the Buyer.