Adamant Terms And Conditions
All orders are accepted and shipped strictly subject to these general terms and conditions, no additional or different terms or conditions stated by Buyer shall be applicable to orders, unless agreed to in writing by an authorized representative of Seller.
Pricing And Order Quantities
Prices are subject to change without notice. Listed prices do not include shipping, handling, taxes, duties, brokerage fees, freight or insurance charges. Most of the materials listed can be ordered in different quantities. For the prices in quantities not listed, please contact Seller for detailed information. All prices listed are FOB Los Angeles or Irvine, California, USA. For order quantity larger than one metric ton (MT), prices for FOB New York, Chicago or other locations could be offered in writing by Seller upon request. A shipping and handling fee will be added to each shipment. The seller can also ship freight collect if the buyer requires. Quotations are effective for thirty (30) days from the date of quotation unless otherwise specified. Seller reserves the right to change prices at the time of order due to changing material market conditions if a critical material is market-price sensitive. Seller reserves the right to ship excess or deficiency of five weight percent (+/- 5%) on materials ordered.
Shipment Method and Terms
Seller will ship all materials ordered according to buyer instructions. However, Seller reserves the right to alter these instructions for hazardous materials covered by the United States Department of Transportation. In the absence of shipping instruction, materials will be shipped by whatever method Seller deems appropriate. All scheduled shipment date is approximate and subject to delay caused by fire, strike, or other labor disturbances, Acts of God, shortages of material or failure of supplier to satisfactorily meet scheduled deliveries or any other factor or event beyond Seller’s reasonable control, none of which factors or events shall give rise to any liability on the part of Seller, but shall constitute a waiver of any claim for delay. In no event shall Seller be liable for consequential or other damages for any delay. The material is at the risk of the buyer after delivery to the carrier. All risk for the shortage, loss, delay or damage in transit should be borne by the buyer.
Payment and Impairment of Credit
Payment due date are specified Seller’s quotation and invoice in writing. The net days is counted from the date of the invoice, the buyer may be charged interest for overdue up to the rate of 15% per annum on any outstanding balance. The buyer shall reimburse Seller, upon demand, for any costs of collection incurred by Seller, including reasonable attorneys’ fee. If the buyer is or becomes insolvent, or is unable to pay its debts as they mature, or files or has filed against it a bankruptcy, insolvency, or if Seller in good faith doubts the ability of the buyer to pay, Seller may demand cash payment in advance before shipments are made.
Any manufacturer’s, retailer’s, occupation, use, sales, or excise tax, duty, custom, inspection, or testing fee or any other tax, fee, or charge of any nature imposed by any government authority on or measured by any transaction between Seller and the buyer shall be paid by the buyer in addition to the contract price as quoted or invoiced, unless Seller specifically states that such taxes or charges are included in the contract price or unless at the time the order is submitted the buyer provides Seller an acceptable certificate exempting Seller from any such tax, fee or charge, the buyer shall reimburse Seller therefore upon demand.
Certificate of Analysis and Purity Designation
All items shipped are accompanied by an analysis certificate provided by our manufacturers. The analysis is specific to an actual lot of material being sent and not a “typical analysis”, unless specifically stated.
Materials Safety Data Sheet (MSDS)
All materials shipped by Seller are accompanied by a materials safety data sheet (MSDS). The MSDS is provided in compliance with OSHA. This MSDS is prepared by Seller’s technical staff based upon the best of their knowledge and is offered solely for buyer’s information, consideration, and investigation. Seller provides no warranties, either express or implied, and assumes no responsibility for the accuracy or completeness of the data contained herein.
When materials have been classified as hazardous, the materials should be handled only by qualified and trained individuals. In the purchasing these products, the customer acknowledges that there are hazards associated with their use. Customer represents and warrants to us that from customer’s own independent review and study it is fully aware and knowledgeable about (a) the health and safety hazards associated with the handling of the purchase of the product; (b) industrial hygiene controls necessary to protect its workers from such health and safety hazards; (c) the need to adequately warn of health and safety hazards associated with the product; and (d) government regulations regarding the use of and exposure to such products.
Seller warrants to the buyer, for a period of thirty (30) days after the materials are received by the buyer, that its products meet the specifications expressly defined in writing as find in its catalog, certificates of analyses, or written proposals prepared by and authorized Seller’s representative. This warranty is void if the Buyer has made any alterations to delivered goods, or if less than 75% of the goods can be returned to Seller. Seller does not guarantee any end-use results for any of its products. All claims for errors, defects, or damaged materials against Seller must be made by the buyer in writing within 30 days of buyer’s receipt of the materials in question. Any claims not satisfying this condition shall be deemed waived. The obligations of Seller under this warranty shall be limited to replacing such claimed materials, or allowing credit at Seller option, provided the buyer gives Seller prompt notice of the defects during the warranty period, and, if required by Seller, returns the materials to Seller. No claim will be allowed by Seller for any materials claimed by the buyer to be defective or unsuitable unless Seller is permitted to examine the product before use or processing by the buyer. All errors, defects, or damaged materials claimed by the buyer must be confirmed by Seller’s inspection. In the event the Seller and buyer are unable to reach an amicable solution to the claim, the materials in question should be examined by a third party accepted by both Seller and buyer for judgment. Goods returned without permission of Seller will not be accepted for credit and will be returned freight-collect to the buyer. Seller shall have the right to remedy such defects at such time or times as may be reasonable. Buyer’s exclusive remedy, for any cause or claim whatsoever, including but not limited to the alleged breach of warranty, product liability, negligence, or otherwise, shall be for money damages in an amount not to exceed the purchase price paid by the buyer for the product in respect to which the claim is made. In no event shall Seller be liable for special, incidental or consequential damages, whether buyer’s claim in contract, negligence, strict liability or otherwise. In consideration of the sale of the product to the buyer, which sales Seller would not otherwise make, buyer agrees to indemnify and hold Seller harmless from all claims, expenses, losses and liability of any nature whatsoever arising out of the buyer’s handling and/or use of the product, whether used alone or in combination with any other substance.
Patents and Uses
The offering of any materials does not constitute nor imply the use or infringement of any pending or issued patent.
Assignment and Waiver Neither this agreement nor any right or interest in this transaction may be assigned by Buyer without the prior written consent of Seller, and the Seller’s failure at any time to insist upon strict performance of any term or condition of this agreement shall not be construed as a waiver of any subsequent breach of any term or condition.