Please review this Sample and Quote Policy carefully. Click the "I agree to the terms and conditions" button if you understand and agree to the statements in the policy. You must accept the provisions of the policy in order to proceed with your sample or quote request.
THE SALE OF PRODUCTS AND SERVICES (“PRODUCTS”) BY PARCHEM FINE AND SPECIALTY CHEMICALS, INC., PARCHEM NUTRITION INC. & AFFILIATES (“SELLER”) ARE SUBJECT TO THESE TERMS AND CONDITIONS OF SALE (“AGREEMENT”) REGARDLESS OF ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS SET FORTH IN ANY PURCHASE ORDER OR OTHER DOCUMENT OR COMMUNICATION (“ORDER”)” SUBMITTED BY A PURCHASING CUSTOMER (“BUYER”). MOREOVER, SELLER’S FAILURE TO OBJECT TO ANY SUCH CONFLICTING OR ADDITIONAL BUYER TERMS WILL NOT CHANGE OR ALTER THE TERMS OF THIS AGREEMENT ABSENT THE EXPRESS WRITTEN CONSENT OF SELLER. THE INFORMATION CONTAINED IN THIS AGREEMENT SUPPLEMENTS INFORMATION CONTAINED IN SELLER’S CATALOG AND WEBSITE.
1. ORDERS.All Orders (including Standing Orders) are subject to acceptance by Seller and Seller reserves the right to reject any Order for any reason including terminating any prior Standing Order in place with Buyer. Seller reserves the right to allocate the sale of Products among its customers. Any request by Buyer to cancel, change or reschedule an Order must be submitted in writing and approved by Seller in writing. Any approved cancelation, change or reschedule of an Order will be subject to a change/cancellation fee (up to 30% of the Order price) as liquidated damages to compensate Seller for its time and costs to mitigate the damages incurred as a result of Buyer’s change/cancellation of an Order.
2. PRICES; TERMS OF PAYMENT. Sellers’ quoted prices apply for thirty (30) days or as otherwise stated in its quote. Seller may increase prices if Seller’s costs increase or other circumstances beyond Seller’s reasonable control are present. Quoted prices are for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties imposed by any government authority. Buyer is responsible for any additional fees and taxes. Payment of the total invoice amount, without offset or deduction, is due thirty (30) days from the invoice date. On any past due invoice, Seller may charge interest from the payment due date to the date of payment at 1.5% per month, plus reasonable attorney fees and collection costs. Seller may apply payments to any of Buyer’s accounts. Seller may change the terms of Buyer’s credit at any time.
3. DELIVERY AND TITLE; DELAYS. Unless delivered pricing was quoted, Buyer is responsible for all shipping and handling costs, insurance and other applicable surcharges. Title and risk of loss pass to Buyer upon delivery of the Products to the carrier at Seller’s shipping point. Seller reserves the right to make partial shipments and Buyer will accept delivery and pay for the Products delivered. Sellers’ delivery dates are estimates only and Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control (e.g., acts of God, man-made or natural disasters, epidemic or medical crises, materials shortages, labor strikes, acts of terrorism, delays in transportation, etc.)
4. PRODUCT ACCEPTANCE; RETURN PROCEDURES. Buyer shall promptly inspect the delivered Products and after the 5th day, Buyer is deemed to have irrevocably accepted the Products as conforming to specifications. Buyer must notify Seller in writing of any damage, shortage, defect or other discrepancy to the Products within five (5) business days after delivery and Buyer cannot return Products without a return material authorization (“RMA”) number. Buyer must return all Products, freight prepaid, as specified in the RMA and pay for any restocking charges. Conforming Products may not be returned for credit except with Seller’s prior written agreement, and then only in strict compliance with Seller’s instructions. Authorized returned Products must be in original manufacturer’s shipping cartons, containers, or equivalent, and unopened (seals intact). Unidentified or unauthorized return shipments will be discarded without credit. At Seller’s discretion, Seller will return all Products not eligible for return to Buyer freight collect or hold Product for Buyer’s account at Buyer’s expense. Specifications and samples sent by Seller and approved by Buyer prior to purchase order will be representative of the material that will be provided for the order. Any specifications sent at time of Purchase Order by Buyer that are different than previously discussed will not be considered valid.
5. SELLER’S LIMITED WARRANTY; REMEDIES. Seller warrants that the Products, at the time of delivery to Buyer, shall conform to the specifications for such Products as are set forth in Seller’s catalog, website or any other written material furnished by Seller to Buyer. This limited warranty is exclusive and Seller makes no other express or implied warranties or representations concerning the Products (whether implied by statute or otherwise). Seller specifically makes no warranty of merchantability or fitness for any particular purpose. If Products do not meet Buyer’s specifications, Seller has the option to (a) repair the Products, (b) replace the Products at no cost to Buyer; or (c) refund Buyer’s purchase price. Seller’s warranty made in connection with a sale of Products shall not be effective if Seller has determined, in its reasonable discretion, that Buyer has misused the Products in any manner, has failed to use the Products in accordance with industry standards and practices or has failed to use the Products in accordance with instructions, if any, furnished by Seller. Unless due to the negligence of Seller, Seller is not liable for Products damaged in shipment, improper care or storage of the Products or for any expenses incurred by Buyer in testing alleged non-conforming Products.
6. LIMITATION OF LIABILITY. Seller shall not in any event be liable for incidental, consequential or special damages of any kind resulting from any use or failure of the Products, even if seller has been advised of the possibility of such damage including, without limitation, liability for loss of use, loss of work in progress, down time, loss of revenue or profits, failure to realize anticipated savings, loss of buyer property or any liability of Buyer to a third party, or for any labor or any other expense, damage or loss occasioned by such product including personal injury or property damage; provided, however, in no event shall the aggregate liability of Seller to Buyer arising out of or relating to any transaction between them exceed the purchase price paid by Buyer for the Products at issue.
7. USE OF PRODUCTS; LAWS; INDEMNIFICATION. Buyer represents and warrants to the Seller that it shall use the Products in accordance with applicable law, rule, regulation, and not in violation of any patent or other proprietary rights of any third party. All of the Products offered by Seller are chemicals and should be handled only by technically qualified and trained individuals who are familiar with the potential hazards in handling chemicals. The Buyer assumes all responsibility to learn and understand the risks associated with any of the Products and for instructing its employees, agents, customers and any other persons who might reasonably be expected to come into contact with the Products, in techniques for safe handling and use of the Products and of any potential risks to person and property in any way connected with the Products. The Buyer also assumes the responsibility and related costs for the safe transport, storage and disposal of all Products in compliance with all applicable laws. Any suggestions or recommendations for use of any Product are disclaimed by Seller and Seller makes no guarantee of results and assumes no liability for injuries, damages or penalties resulting from their use by Buyer. Buyer agrees to indemnify and hold harmless Seller for and against any and all suits, claims, demands, liabilities, losses, damages and/or expenses, including costs and fees of legal counsel and all other costs of defending any action that Seller may incur as a result of Buyer breaching this Agreement. Buyer shall notify Seller in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident, or incident involving Sellers Products which results in personal injury or damage to property and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident.
8. MISCELLANEOUS.
THE PURCHASE OF PRODUCTS AND/OR SERVICES (“PRODUCTS”) BY PARCHEM FINE AND SPECIALTY CHEMICALS, INC, PARCHEM NUTRITION INC. & AFFILIATES (“BUYER”) FROM A SUPPLIER (“SELLER”) ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS THAT ARE AN INTEGRAL PART OF THE PURCHASE ORDER (COLLECTIVELY, THE “ORDER”). THIS ORDER, INCLUDING ANY ATTACHMENTS HERETO, CONSTITUTE THE ENTIRE ORDER BETWEEN SELLER AND BUYER CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS ORDER AND ALL PAST COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE. FURTHER, BROKERS AND SALES REPRESENTATIVES HAVE NO AUTHORITY TO WAIVE, CHANGE OR ADD TO ANY OF THE TERMS AND CONDITIONS COVERED BY THIS ORDER.
1. ACCEPTANCE OF ORDER; REVISIONS: This Order is not valid unless it bears the signature of a duly authorized representative of Buyer. Orders in excess of [$50,000.00] must have the approval of a Corporate Officer to be considered valid. Shipment against the Order will constitute Seller’s acceptance of this Order, including all instructions, terms and conditions, specifications and references. No change in the Order, irrespective of the wording of Seller’s acceptance, will be held valid without Buyer’s approval and signature.
2. CONFLICTING TERMS; PRICE: Any sales confirmation or other document of Seller accompanying this Order or an attachment thereto, or delivered to Buyer to confirm the sale, or part of or accompanying an invoice to Buyer, is for Seller’s internal use only and its terms shall not alter or amend the terms of this Order. All proposed alterations or amendments to the terms of this Order, which may be included in a sales confirmation, or other documents provided by Seller to Buyer are objected to and rejected by Buyer. Buyer shall not be billed at prices higher than those stated on the Order. If prices are higher than specified herein, the difference will be set-off (deducted) against any amount that may become payable by Buyer to Seller under the Order or otherwise
3. SET-OFFS (DEDUCTIONS): Seller agrees that Buyer shall have the right to set-off against any amounts that may be due Seller under the Order or otherwise. Invoices received against this Order that do not correctly reflect the provisions of the will be corrected by Buyer’s execution of a debit memorandum detailing any overcharges, which will be setoff (deducted) from the invoice amount or any other amount owing to Seller.
4. DELIVERY; ACCEPTANCE OF PRODUCTS: Delivery or shipment must be made within the time limits specified on the Order. If not, Buyer reserves the right to purchase elsewhere and charge Seller with losses incurred as a result thereof, to cancel the Order or any part thereof, and/or to exercise its other legal rights or remedies. If for any reason delivery cannot be made on the date specified on the Order, Seller shall immediately (i) notify Buyer of the cause for the non-performance and of the anticipated extent of the delay, (ii) reimburse Buyer for any excessive freight costs incurred as a result of late shipment, and (iii) reimburse Buyer for any customer charge backs and any additional labor and material costs incurred by Buyer in fulfilling its contract or commitment with its customers. Buyer shall be deemed to have accepted the Products, and title to the Products and risk of loss shall pass to Buyer, when the Products are inspected and accepted by Buyer at the point of delivery.
5. TRANSPORTATION; PARTIAL SHIPMENTS: Products shipped under the Order are to be shipped and routed as instructed by Buyer. Any excessive freight charges paid by reason of failure of Seller to comply with such instructions shall be charges to and borne by Seller. All Products ordered shall be delivered in one complete shipment unless otherwise specified in writing by Buyer. Seller agrees to notify Buyer immediately if, for any reason, complete delivery of all Products ordered herein cannot be made in one shipment. Buyer may reject and return any partial shipment of Products, unless specifically authorized by Buyer, and assess Seller freight and handling charges incurred. Excessive freight charges as a result of partial shipments will be borne by Seller.
6. SELLER’S WARRANTIES: Seller warrants that all Products provided pursuant to this Order shall be of the best quality, merchantable, suitable for the intended purpose, free from defects in workmanship, material or design, and shall conform to the specification set forth in the Order. Seller warrants that the Products as of date of shipment to Buyer are not adulterated or misbranded.
7. NON-CONFORMING PRODUCTS: Buyer reserves the right, within 60 days after delivery, to reject or revoke acceptance of Products that are found to be defective or do not conform to the requirements of the Order. Payment by Buyer shall not constitute or be evidence of acceptance by Buyer or bar Buyer’s right to revoke acceptance of the Products. Buyer shall have the right to require that such Products be repaired or replaced promptly with satisfactory materials and workmanship or reject and return such Products at Seller’s expense including transportation charges both ways and any handling costs incurred by Buyer.
8. CLAIMS FOR DEFECTIVE PRODUCTS: Notice of claims for defective or non-conforming Products shall be made promptly after the defect or non-conformity is discovered, but Buyer shall have, at minimum, at least 10 days after date of receipt of the Products to inspect the Products before being deemed to have accepted the Products. Buyer shall not be required to return defective Products prior to replacement but Seller may, at Seller’s option, have an opportunity to verify the defect, provided verification is exercised within the earlier of (i) 30 days of verbal or written notice of claim or (ii) the time period necessary to avoid a failure of performance by Buyer with its customer (as determined by Buyer). If Seller does not undertake the necessary steps to verify the defect within this time period, then Buyer’s determination as to the defect shall be conclusive and binding on the Seller. Seller shall, at Buyer’s option, either repair or replace defective or nonconforming Products at no cost to the Buyer, or give Buyer a full cash refund, including shipping and handling incurred by Buyer. If Seller fails to proceed promptly with the replacement or correction thereof, Buyer may either set-off (deduct) the claim against any amount that may become payable to Seller or charge Seller by statement bearing interest at the rate of 1.5% per month until paid.
9. PATENTS, TRADEMARKS AND COPYRIGHTS: Seller agrees to indemnify, defend (with legal counsel reasonably acceptable to Buyer), and hold harmless Buyer, and its officers, directors, agents, employees and shareholders, and its subsidiaries and customers, against any and all actual or threatened liability, claim, demand, action, cause of action, suit, loss, damage, injury, expense, cost, settlement, or judgment of any kind or nature arising out of or relating or pertaining to the actual or alleged infringement of any patent, trademark or copyright in connection with the purchase, use or resale of the Products specified in the Order.
10. COMPLIANCE WITH LAWS AND REGULATIONS: Seller agrees, represents and warrants that the Products comply with all applicable statutes, rules and regulations of the United States Government or any state or political subdivision thereof, and agrees to indemnify Buyer against any loss, cost, liability or damage by reason of Seller’s violation of any such applicable laws, orders, rules or regulations.
11. GOVERNING LAW; VENUE: All questions regarding the validity or interpretation of this Order shall be decided according to the laws of the State of New York. Buyer and Seller agree that all such matters shall be determined in the Supreme Court of Westchester County, New York, and all parties consent to the jurisdiction of such court and agree that such court is the appropriate venue for settlement of such matters.
12. LEGAL EXPENSES: Should any action, suit or proceeding be instituted by either party relating to the validity or interpretation of this Order, then the prevailing party in such matter shall be entitled to recover from the other party its reasonable attorney’s fees and costs or expenses of litigation incurred in connection with the matter.
13. INDEMNITY: If Seller, in connection with the performance of this Order, shall send any of its agents or employees onto premises owned or controlled by Buyer, Seller shall (i) provide safety protection for persons and property in accordance with all applicable laws and regulations, and (ii) indemnify and save harmless Buyer from and against any and all liabilities and losses whatsoever (including without limitation cost and expenses in connection therewith) on account or by reason of injury to or death of any person whatsoever or loss of or damage to any property whatsoever suffered or sustained in the course of or in connection with the performance of the work.
14. MISCELLANEOUS: (a) Seller may not assign this Order without the prior written consent of Buyer; (b) this Order is binding upon and inures to the benefit of the parties hereto and their respective agents, successors and assigns; (c) Buyer’s failure to object to any document, communication or act of Seller will not be deemed a waiver of any of these terms and condition; and (d) if any provision of this Order shall be held invalid or unenforceable, the remainder of this Order shall be enforceable as permitted by law.