Terms of Sale
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Terms and Conditions of Sale
- Seller warrants that at the time of shipment the product covered by this
contract meets Seller's published specifications, if any, or as may be otherwise
stated in this contract. Recommendations of Seller, if any, for the use of
the product sold hereunder are based upon standard laboratory tests believed
to be reliable, but Seller makes no warranty of any results Buyer might obtain
in any particular application. THE ABOVE WARRANTIES ARE GIVEN IN LIEU OF
ALL OTHER WARRANTIES EITHER EXPRESSED OR IMPLIED. SELLER DISCLAIMS ANY IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO
EVENT SHALL THE SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR INDIRECT LOSSES OR DAMAGES ATTRIBUTABLE TO THE SALE OF THE PRODUCT UNDER
THIS CONTRACT OR ANY OTHER MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
CONTRACT. SELLER'S LIABILITY FOR DAMAGES UNDER THIS CONTRACT OR OTHERWISE
SHALL IN NO EVENT EXCEED THAT PART OF THE PURCHASE PRICE APPLICABLE TO THE
PRODUCT WITH RESPECT TO WHICH SUCH DAMAGES ARE CLAIMED. Buyer must give Seller
written notice of any claim of breach of warranty within 10 days after the
occurrence of the event upon which such claim is founded; the failure of
Buyer to give such written notice shall be a waiver of all claims. Buyer
assumes all risk of patent infringement by reason of any use Buyer makes
of the product in combination with other substances or in the operation of
any process. The above warranties extend only to the Buyer.
- All amounts payable hereunder shall be paid in cash, or in negotiable paper
collectible at its face value, in United States funds at the location indicated
on Seller's invoice. Should Seller at any time determine not to ship on the
terms of payment stated in this contract, Seller may change the terms of
payment and/or require prepayment as a condition of shipment, and will so
notify the Buyer.
- If the present or future interpretation or the future imposition of any
law, governmental decree, order, regulation, or ruling under any existing
or future legislation shall prevent Seller from increasing the price or revising
the price as herein provided, or shall nullify or reduce said price specified
herein, Seller and Buyer shall promptly meet to determine if mutually agreeable
changes can be made in this contract to cause it to conform with such law,
decree, order, regulation, or ruling. If mutually agreeable changes can not
be effected within sixty (60) days after such meeting, Seller shall thereupon
have the right to terminate this contract forthwith by written notice of
such termination to Buyer.
- If Seller is required to pay federal, state, local or other taxes, excises
or charges, or increases thereof upon the production, sale or transportation
of the product sold hereunder not now included in the price specified herein,
Buyer shall reimburse Seller for the same.
- Title to and risk of loss of all product sold hereunder shall pass to Buyer
upon Seller's delivery to carrier at point of shipment whether or not Seller
pays all or any part of the freight.
- Buyer assumes all risks and liability for results arising out of unloading,
discharge, storage, handling and use of the product, or arising out of compliance
or non‑compliance with federal, state, municipal or local laws and
regulations with reference thereto. Seller shall have no liability for the
failure of discharge or unloading equipment or materials used by Buyer, whether
or not supplied by Seller.
- Unless product sold hereunder fails to meet the express warranties set
forth in paragraph one (1) above, Buyer shall indemnify, defend and hold
Seller harmless from all costs, expenses, damages, judgments or other loss,
including costs of investigation, litigation and reasonable attorney's fees,
arising out of Buyer's selection, use, sale and further processing of the
product sold hereunder.
- Either party shall be relieved from liability hereunder for failure to
perform any of the obligations herein imposed, except the obligation to pay
for the product already delivered, for the time and to the extent of such
failure to perform, if Buyer's failure to take, use or consume, or Seller's
failure to make delivery, is occasioned by any cause or causes of any kind
or character reasonably beyond the control of the party failing to perform
(any such cause herein called “force majeure”) , including, without
limitation: (1) Acts of God, fire, explosion, flood, hurricanes; (2) Strikes,
lockouts or other industrial disturbances or riots; (3) War, declared or
undeclared; (4) Compliance with any Federal, State, Municipal or Military
law, regulation, order, or rule, foreign or domestic, including priority,
rationing, allocation or pre‑emption orders or regulations, or cancellation
of Seller's or Buyer's license to operate its plant; (5) Shortage or breakdown
or other failure of facilities used for manufacture or transportation, shortage
of labor, power, fuel or raw materials; or (6) total or partial shutdown
due to Seller's normal plant turnaround. In the event of either party being
rendered unable by force majeure to carry out its obligations under this
contract, other than to make payments due hereunder, such party shall give
notice and full particulars including the expected duration of such force
majeure in writing, and upon the giving of such notice the obligations of
the party giving such notice, so far as they are affected by such force majeure
shall be suspended during the continuance of any inability so caused but
for no longer period, and such cause shall be so far as possible remedied
with all reasonable dispatch. Upon the cessation of the cause or causes for
any such failure or delay, performance hereof shall be resumed, but such
delay shall not, except by mutual agreement, operate to extend the term of
this contract or obligate the Seller to make up deliveries or Buyer to purchases
quantities so missed. It is understood and agreed that the settlement of
strikes or lockouts involving the parties hereto shall be entirely within
the discretion of the party having the difficulty, and that the above requirements
that any force majeure shall be remedied with all reasonable dispatch shall
not require the settlement of strikes or lockouts by acceding to the demands
of the employees involved, when such course is inadvisable in the discretion
of the party having the difficulty.
- Buyer acknowledges that Seller has furnished to Buyer Material Safety Data
Sheets, including warnings and safety and health information concerning the
products and/or the containers for such products sold hereunder. Buyer agrees
to disseminate such information so as to give warning of possible hazards
to persons whom Buyer can reasonably foresee may be exposed to such hazards,
including, but not limited to, Buyer's employees, agents, contractors and
customers. If Buyer fails to disseminate such warnings and information, Buyer
agrees to indemnify, defend and save Seller harmless against any and all
liability arising out of or in any way connected with such failure, including
but not limited to liability for injury, sickness, death and property damage.
- Seller may distribute its supply of raw materials and/or finished goods
among itself, for its own manufacturing uses, its customers and Buyer in
such manner as Seller deems practicable. Buyer agrees to accept, as full
and complete performance by Seller, deliveries in accordance with such determination
as Seller may make. In no event shall Seller be required to purchase material
or product from third persons in the event Seller invokes one of the above
mentioned clauses, nor will Seller be liable for any cost increases suffered
by Buyer in purchasing product from a third party.
- This contract is not assignable or transferable by Buyer in whole or in
part without the prior written consent of Seller.
- No statement or agreements, oral or written, made before or at the signing of this contract shall vary or modify the written terms hereof, and neither party shall claim any amendment, modification or release from any provision hereof unless such change is in writing signed by the other party and specifically stating it as an amendment to this contract. No modification or addition to this contract shall be effected by the acknowledgment or acceptance by Seller of a purchase order, acknowledgment, release or other forms submitted by Buyer containing additional or different terms or conditions, and Seller hereby gives Buyer notice of the rejection of such additional terms and conditions.
ISO 9001 Certification
Custom Rubber Corp. is certified to ISO 9001:2008 (24K
PDF), including design. That means our organization has the processes and procedures
in place to ensure you are receiving the best quality products, on time.