1) Terms and Prices
Terms of payment on all orders are subject to the approval of Seller’s credit department and require the customer to complete a signed credit application. Unless otherwise stated, payment terms are NET 30 days from the date of invoice, regardless of the date of delivery of Products. Seller reserves the right to charge a late payment fee of 5% per month for all amounts not paid in full within 30 days (or the approved payment terms if longer than 30 days) from the date of the invoice. Any check returned as uncollectible for any reason will result in an additional charge to the Buyer of $150.00.
Prices and deliveries are Ex Works Rocky Hill, CT, unless otherwise stated, and risk of loss shall pass to the Buyer upon delivery to the Carrier. Orders that ship “Prepay and Add” will be subject to a handling fee.
Buyer shall pay directly to the appropriate government authority all sales, use, or any other local, state, or federal taxes that arise from the sale or delivery of the Products or the execution of any contract of sale and will reimburse Seller for any such payments made by Seller.
Notwithstanding any other provisions herein, the prices of any Products are in U.S. dollars, subject to increase by Seller to reflect increased costs of labor, raw materials, component parts, overhead, and other expenses.
Upon failure of Buyer to pay the amount due, Seller may, at its option and without prejudice to any other remedies or rights it may have, suspend further shipments and deliveries to Buyer. Seller shall be entitled to reasonable counsel fees, costs, and expenses related to enforcing the terms of the Agreement or defending its rights hereunder.
2) Shipping
Buyer’s receipt of any Products delivered by Seller shall be an unqualified acceptance and waiver by Buyer of any and all claims with respect to such Products on the earliest occurrence of:
- i) Payment for the Products
- ii) Failure of Seller to receive notice of shortages or defects in the products within 30 business days of their delivery to the Buyer.
The shipping date and delivery estimates are subject to adjustment due to any priorities or allocations necessitated by government orders or regulations. The time and manner of delivery may also be adjusted due to any delay on the part of the Buyer in supplying necessary data, any changes requested by Buyer, or any delays beyond Seller’s reasonable control. Any delay for these reasons shall extend the delivery terms by a period equal to the length of such delay. Buyer will be responsible for any extra costs and expenses caused by such delays.
Note: Also refer to ProRez Performance Resins and Coatings Price Guides for additional important information.
ProRez Performance Resins and Coatings will not offer Air Freight options for hazardous materials except for specific products known to be acceptable to air carriers. Reconsignment or extra delivery charges will be invoiced. Expedited or overnight shipments will carry a handling surcharge of $100.00 each.
Every effort will be made to fill orders within the stated time frame, but under no circumstances will Seller be responsible for consequential or incidental damages due to any delivery delays.
3) Cancellations, Changes, or Alterations
Orders placed cannot be canceled or altered, nor can deliveries of Products be extended beyond original specified delivery dates, except with Seller’s consent and upon terms that will indemnify Seller against loss.
Products returned without permission will not be accepted for credit and will be returned to Buyer at Buyer’s expense. No collect shipments will be accepted.
Any claim based on the receipt of damaged Products must be filed with the carrier that delivered the Products. Seller will not allow credit for the return of damaged goods.
Written approval (Return Authorization) from Seller is required prior to returning materials. Seller may, at its option, accept standard stocking Products within 30 days of original delivery, subject to a 25% restocking charge for inspection and repackaging. All return shipping charges must be prepaid by the customer. Materials and packaging must be in resalable condition and unopened.
The following cannot be returned once manufacturing has begun or after delivery: Special colors, non-standard colors, non-stock materials, and customized materials; Blended Colored Quartz or Broadcast Chips (flakes)
Refer to ProRez Performance Resins and Coatings Price Guide for further information on special and non-standard colors.
4) Disclaimer, Warranties, and Limitations
ProRez Performance Resins and Coatings warrants for one (1) year that its products will be free of manufacturing defects and will conform to published specifications when handled, stored, mixed, and applied in accordance with Seller’s recommendations. If any product fails to meet this warranty, Seller’s liability will be limited to replacing the non-conforming material, provided notice is given within one (1) year of delivery. Alternatively, Seller may, at its discretion, refund the price received instead of replacing the material.
EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. SELLER SHALL HAVE NO LIABILITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.
Buyer assumes full responsibility for the use of the Products and agrees to indemnify and hold harmless ProRez Performance Resins and Coatings and its subsidiaries from any claims, damages, or expenses arising from such use.
5) Compliance with Applicable Laws
Seller certifies that the Products will be produced in accordance with the Fair Labor Standards Act of 1938, as amended.
Buyer agrees to comply with all applicable laws and regulations, including but not limited to:
- Foreign Corrupt Practices Act
- USA Patriot Act and Bank Secrecy Act
- United States export control laws
Buyer shall not sell, export, or transfer any Products to restricted countries or parties on U.S. or EU blocked-persons lists.
Buyer shall comply with the ProRez Distributor Code of Conduct to the extent applicable.
6) Governing Law
All sales are governed by the laws of the country, state, province, or territory identified in the Seller’s invoice address. Buyer irrevocably submits to the exclusive jurisdiction of the courts in that location and waives any defense of inconvenient forum.
THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING FROM THESE TERMS AND CONDITIONS.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
7) Entire Agreement
The parties agree that there are no understandings, agreements, or representations outside of this document or Seller’s quotation. No prior dealings or trade customs shall modify or supplement the terms of this Agreement.