Chem-Jet
International Inc.
Terms and Conditions
Issue: 1
Date: January 05, 2008
- Buyer shall give Chem-Jet International (herein
known as Seller) reasonable notice covering shipments and Seller
shall not be required to deliver in any month more than the monthly
quantity herein specified, or if no month quantity is specified,
more than the pro rata amount of the maximum quantity provided
for. In the event of failure of Buyer to take the stipulated or
minimum pro rata quantity in any month, the deliveries or parts
there not taken may, at Seller's option, be cancelled or included
in subsequent deliveries. Seller shall not be bound tender delivery
of any quantities for which Buyer has not given shipping instructions.
Upon termination or expiration of this contract, Seller may within
thirty (30) days ship any previously undelivered quantity hereunder
not reduced pursuant to the term hereof. Upon delivery by Seller
of product purchased hereunder the common carrier or other carrier
or vehicle ("Delivery"), the Buyer assumes the entire
risk of damage to or loss of any products (shipped under order)
from any cause; also the risk of delay in transportation and/or
delivery well as all other risks of any kind, regardless of the
form of bill of lading, and irrespective of I) whether title t
such products has passed or ii) the F.O. B. Point specified herein.
- Each Delivery shall stand as a separate contract
and the failure of any Delivery shall not be deemed a breach the
contract as to others.
- No liability shall result from delay in performance
or non-performance in whole or in part if performance as agreed
has been made impracticable by compliance in good faith with any
applicable foreign or domestic governmental regulation or order
whether or not it later proves to be invalid, or by the occurrence
of a contingency of the non-occurrence of which was a basic assumption
on which this contract was made, including, but not limited to,
acts of God, fire, flood, accident, riot, war, sabotage, strike,
labor trouble or shortage, breakdown or failure of equipment,
or embargo. Seller's I) inability to obtain at prices and on terms
deemed by it to be practicable any required raw material, energy
source, equipment, labor, or transportation, ii) incurring increased
costs for compliance with environmental protection, health or
safety regulations shall also be sufficient to relieve Seller
of its obligation to perform hereunder. If any of such circumstances
affect only a part of Seller's capacity to perform, Seller shall
have the right to allocate production and deliveries among all
of its customers and its own requirements in a manner and at such
times as Seller may determine. Quantities affected by this paragraph
may, at the option of either party, be eliminated from the contract
without liability, but the contract shall remain otherwise unaffected.
- The prices shall be paid in United States
currency. Seller reserves the right, among other remedies, either
to cancel this contract or to suspend further deliveries under
it in the event Buyer fails to pay for any one shipment when payment
becomes due. Should Buyer's financial responsibility become unsatisfactory
to Seller, cash payments or satisfactory security may be required
by Seller. Payment shall be net thirty (30) days from date of
invoice.
- Seller warrants title to the product sold
hereunder, that at the time of delivery to a common carrier or
other carrier or vehicle for shipment to Buyer it conforms to
Seller's specifications and that the sale or use will not infringe
the claims of any U.S. patent covering the product itself. Seller
does not warrant against infringement, which might arise by the
use of said product in any combination with other products or
arising in the operation of any process. If the product fails
to meet said warranties, Seller shall replace the nonconforming
product at cost to Buyer. The foregoing is Buyer's sole and exclusive
remedy for failure of Seller to delivery or supply product that
meets the foregoing warranties. SELLER MAKES NO OTHER WARRANTY
OF ANY KIND EXPRESS OR IMPLIED INCLUDING ANY WARRANTY OF MERCHANTABILITY
OR FITNESS OF THE PRODUCT FOR ANY PARTICULAR PURPOSE, EVEN IF
THAT PURPOSE IF KNOWN TO SELLER. ANY APPLICATION INFORMATION OR
ASSISTANCE WHICH SELLER MAY FURNISH TO BUYER IS GRATUITOUS AND
SHALL IN NO WAY BE DEEMED PART OF THE SALE OF PRODUCT HEREUNDER
OR A WARRANTY OF THE RESULTS OBTAINED THROUGH USE OF SUCH PRODUCT.
- Seller's liability with respect to this contract
and the products purchased under it shall not exceed the purchase
price of the portion of such product as to which liability arises
and Seller shall not be liable for any injury, loss or damage,
resulting from the handling or use of the product shipped hereunder
whether in the manufacturing process or otherwise. In no event
shall Seller be liable for special, incidental or consequential
damages, including, but not limited to, loss of profits, capital
or business opportunity; downtime costs; or claims of customers
of Buyer. Failure to give Seller notice of any claim within 30
days of Delivery of the product concerned shall constitute a waiver
of such claim by Buyer. Notwithstanding any applicable statue
of limitations to the contrary, any legal action by Buyer relating
to a claim hereunder must be instituted no later than two (2)
years after the occurrence of the event upon which the claim is
based. All of the foregoing limitations shall apply irrespective
of whether Buyer's claim is based upon breach of contract, breach
of warranty, negligence, strict liability, or any other legal
theory.
- Buyer agrees to indemnify, defend and hold
Seller harmless from and against that portion of any liability,
cost expense (including reasonable attorneys' fees), claim, judgment,
settlement or damage that Seller may incur o be required to pay
to any third party (including, but not limited to, any employee
of Buyer who alleges or proves that he or she has been injured
in the course of his or her employment while working with the
product supplied by the Seller under this agreement), which is
caused or contributed to by the negligence or fault of Buyer.
In case the Buyer resells the products supplied by the Seller
under this agreement, Buyer will request and use reasonable efforts
to obtain from its purchaser an indemnification similar to the
foregoing for the benefit of Buyer and Seller.
- Liability for all taxes, excises or other
charges, imposed by any local, state or federal authority, which
have to do with or affect the goods herein ordered (except those
based on the income of Seller), shall be assumed and paid by Buyer.
Buyer further agrees to indemnify and protect Seller against any
and all such liabilities for tax as well as any legal fees or
costs incurred by Seller in connection therewith.
- Seller's measurements shall govern, except
in case of proven error.
- This agreement constitutes the entire contract
of sale and purchase of the product herein named. It is not assignable
by Buyer without the written consent of Seller. No modification
of this contract shall be of any for or effect unless in writing
signed by the parties and no modification shall be effected by
the acknowledgment acceptance of purchase order forms containing
different terms or conditions. If any provision of the contract
is or becomes violative of any laws, or rule, order or regulation
issued there under, Seller shall have the right, up notice to
Buyer, to cancel such provision, without affecting the other provisions
of this contract, or to cancel this contract in its entirety.
- Upon Delivery, Buyer assumes full responsibility
and liability for compliance with federal, state and local regulations
governing unloading, discharge, storage, handling and use of the
product supplied by Seller under this contract.
- Returnable containers, although loaned to
Buyer, remain the property of Seller and will be returned to Seller
in good condition, f.o.b. Seller's shipping point, unless otherwise
specified, within ninety (90) days from the day of shipment. When
returnable containers are billed on the invoice, Buyer agrees
to pay such deposit when the invoice for the contents is paid,
and Seller agrees to return the deposit upon receipt of containers
in good condition within ninety (90) days from the date of shipment.
When containers are billed on memorandum charge, Buyer agrees
to reimburse Seller immediately at Seller's current deposit charge
if containers are lost, damaged, or not returned within ninety
(90) days from the date of shipment. The phrase 'returnable container'
as used in this paragraph does not include rail tank cars, the
rental of which is governed by Seller's standard form of Tank
Car Lease and Seller's current Tank Car Leasing Policy.
- Waiver by Seller of any breach of these conditions
shall not be construed as a waiver of any other breach.
- This contract shall be governed by and construed
in accordance with the laws of California. Any lawsuit brought
by Buyer arising out of the transactions covered hereunder shall
be instituted in the appropriate state or federal court located
in Riverside, California, and Buyer further submits itself to
the jurisdiction of said courts in the event Seller elects to
institute any action in said courts. All sales of products are
limited to and made expressly conditional on Buyer's acceptance
of the foregoing terms and conditions. Seller expressly objects
to and rejects any terms and conditions that may be proposed by
Buyer which are addition to or differ from the foregoing terms
and conditions.
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