Terms and Conditions
Terms and Conditions
Acceptance - Unless otherwise specifically agreed to in writing and signed by an authorized representative of Acry-Tech Coatings, Inc. (hereafter referred to as ACI) all orders received by ACI are subject to the following Terms and Conditions of Sale. Offers to purchase can be accepted only by an authorized representative of ACI. Any different or additional Terms and Conditions proposed by Buyer in its purchase order or otherwise are hereby rejected by ACI and shall not be incorporated into the Agreement. These Terms and Conditions shall apply to all of Buyer's purchase orders, irrespective of any provisions in Buyer's purchase orders or other business forms. These terms constitute the entire Agreement and notice of objection to any different or additional terms is hereby given or is waived. These Terms and Conditions may not be modified except by written agreement signed by both Buyer and an officer of ACI. No modification of this Agreement shall be effected by the acknowledgement or acceptance of confirming purchase orders, invoices or other documents from the Buyer. These Terms and Conditions supersede all previous Terms and Conditions and are subject to change at any time without prior notice.
Acknowledgement – ACI will issue an order acknowledgement form upon acceptance and authorization of an order. The acknowledgement constitutes the entire agreement between ACI and the Buyer and supersedes any previous agreements. Prices and delivery dates stated on the order acknowledgement shall prevail in the event of a discrepancy between acknowledgement and the Buyer's written order. Stock material is subject to prior sale.
Prices - Prices and charges per applicable quotation are stated in U.S. dollars unless otherwise noted and are subject to any price adjustment necessitated by ACI’s compliance with any act of government, laws or regulations. Buyer's order is subject to ACI’s applicable Price Escalation Policy (to be determined in ACI’s sole discretion) as follows: Firm Price All shipments will be invoiced at the prices agreed to on the quotation and the order acknowledgement and are not subject to change on date of shipment. Orders will ship ASAP.
Taxes - Any tax or other governmental charge upon the production, sale, shipment, or use of the product which ACI is required to pay or collect from Buyer shall be paid by Buyer unless, prior to shipment, Buyer has furnished ACI with a tax exemption certificate acceptable to the appropriate taxing authority. Unless specifically identified on the face of an invoice, invoices include no federal, state, or local property, license, privilege, sales, use, excise, gross receipts or other like tariffs which may now or hereafter be applicable to, measured by, or imposed upon or with respect to the transaction, the property, its sale, its value, or its use, or any service(s) performed in connection therewith. Buyer agrees to indemnify, pay or reimburse any such taxes or tariffs which ACI, ACI's vendors, suppliers or subcontractors are required to pay, accumulative with other penalties or fees thereto.
Terms of Payment – Funds are due at point of sale. Unless specific prior written agreement has been made, ACI will not issue, deliver or ship any product to the Buyer without payment at the point of sale.
Loss, Damage, or Delay – ACI shall not be obligated to perform under this Agreement, and shall not be liable for any damages (including, but not limited to, consequential, special or punitive damages or damages for lost profits) in connection with such nonperformance, when ACI’s ability to perform is impeded, restricted or affected by strikes, work stoppages or other action by workmen, any act or omission by a governmental authority or by Buyer, insurrection or riot, war, terrorism, embargo, railcar shortage, wreck or delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities from usual sources under usual terms, breakdown in the manufacturing process, disruption in the supply chain, acts of God and/or nature or any other cause beyond the reasonable control of ACI, whether similar or dissimilar to any of the aforementioned causes. In the event of a delay in performance due to any such cause, ACI may postpone its performance by such length of time as may be reasonably necessary.
Cancellation / Default - Orders will not be cancelled or modified either in whole or in part, after ACI has shipped to Buyer, without ACI's written consent. Refunds on orders cancelled after shipping may be subject to a 30% restocking charge plus return shipping costs. Refunds on orders cancelled prior to shipping may be subject to a 10% processing fee.
Reschedule Shipping Date - Customer is responsible for all freight re-consignment delivery fees should he/she cancel, reschedule, or refuse the shipment at the time of delivery.
ACI’s Product Warranty - ACI warrants that the Products sold hereunder will be free from defects in material and workmanship, fit for the purposes intended, and will conform to any and all specifications supplied by ACI (the “Specifications”). ACI further warrants that: the Products will not infringe any patent or other intellectual property right of any third party; each Product will meet Specifications designated as such in this Agreement and in ACI's applicable publications; the Products will comply with all applicable laws and governmental rules, regulations and orders, including, but not limited to TSCA and Canadian or Mexican equivalents thereof; all permits, permissions, licenses, governmental or private standards (as applicable) have been obtained for this Product and will be kept current and/or in force during the term of this Agreement; all formulas applicable to the Products are owned solely by ACI and are unlicensed and unassigned to third parties.
Limitation of Liability - Neither party shall be liable for any lost profits or any special, indirect, incidental, or consequential damages. The remedies of Buyer set forth herein are exclusive, and the liability of ACI with respect to any contract or sale, or anything done in connection therewith, whether in contract, in tort under any warranty, or otherwise, shall not exceed the price of the product or part on which such liability is based. Responsibility is limited to the cost of the product and does not include the cost of any labor charges. ACI shall have no responsibility or liability with respect to: 1) matters not reported in writing within one calendar (1) month of the date of shipment; 2) failure or damage due to misapplications, abuse, improper installation or abnormal conditions of use; 3) products damaged in shipment or otherwise damaged through no fault of ACI; 4) expenses incurred by Buyer for installation of products prior to discovery of the alleged defect or expenses incurred in an attempt to correct the same; 5) expenses incurred by Buyer for removal of non-conforming products and the expense of installation of replacement products; 6) failure or damage which cannot conclusively be proven to have proximately and solely resulted from a defect in materials or workmanship.
Indemnification and Hold Harmless - Buyer assumes responsibility and liability for any claim or action based on or arising out of injuries, including death, to persons or damages to or destruction of property, sustained or alleged to have been sustained in connection with or to have arisen out of or incidental to the performance of this Agreement by Buyer, its agents and employees, and its subcontractors, their agents and employees, regardless of whether such claims or actions are founded in whole or in part upon alleged negligence by ACI, ACI's representatives, or the employees, agents, invitees, or licensees thereof. Buyer further agrees to indemnify and hold harmless ACI and its representatives, and the employees, agents, invitees, and licensees thereof in respect of any such matters and agrees to defend any claim, suit or action brought against ACI, ACI's representatives, and employees, agents, invitees, and licensees thereof, regardless of whether such claims or actions are founded in whole or in part upon the alleged negligence of ACI, ACI's representatives, or the employees, agents, invitees, or licensees thereof.
Patents and Trademarks - ACI retains all rights with regard to all patents and trademarks and trade names.
Error, Mistake or Assignment – ACI reserves the right to correct any clerical or stenographic error made in the preparation of quotations, orders, acknowledgements or invoices. Corrections shall be considered as binding amendments to the original contract of sale. This agreement is not assignable without the prior written consent of ACI. Any attempt to assign any of the rights, duties or obligations of this Agreement without such consent shall be void. The Buyer acknowledges that Buyer has read this Agreement, understands it and agrees to be bound by its Terms and Conditions.
Severability - If any provision or provisions of this Agreement, or parts thereof, shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and this Agreement shall be interpreted to effect the original intent of the parties as closely as possible. If any provision in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.
Delivery and Transportation - F.O.B. Shipping location - for all shipments to destinations in the Continental U.S. served by common carrier, orders will be shipped with freight charges prepaid and charged to the Buyer. Buyer is responsible for material identification, footage count and visual inspection for damage upon receipt of shipment.
Title and Risk of Loss - Title to product and risk of loss shall pass from ACI to buyer as product is loaded onto carrier's equipment at ACI shipping location.
Returns - Permission must be obtained in writing from ACI before any product is returned in the form of an approved Returned Material Authorization (RMA) number. A 30% restocking charge, plus freight, may be assessed for authorized returns of standard stock material in saleable condition. Returns will not be accepted after 30 days of shipment. NON-STOCK AND SPECIAL MADE-TO-ORDER PRODUCTS AS IDENTIFIED ON THE ORDER ACKNOWLEDGEMENT ARE NOT SUBJECT TO RETURN BY THE BUYER UNDER ANY CIRCUMSTANCES.