- Acceptance of Orders/Accuracy - Acceptance of this proposal by Buyer shall constitute acceptance of all terms and conditions hereof. This proposal is subject to change or revocation by Seller prior to acceptance by Buyer, unless otherwise specifically stated. Buyer is responsible for the accuracy of all orders via confirmations sent prior to shipment, drawings, specifications, dimensions, and information provided to Seller. Clerical or stenographic errors are subject to correction.
- Prices and Quotations - All prices are subject to change without notice. Orders will be billed at prices in effect at the time of shipment unless otherwise stated in writing. Quotes are valid for thirty (30) days unless otherwise specified. Quantity pricing applies only to a single order shipped on a single release. Products shall be packed in the Seller’s standard packaging.
- Materials and Scope - Unless otherwise expressly agreed in writing, Seller provides materials only. All unloading, handling, storage, installation, and use of materials are the sole responsibility of Buyer.
- Selling Terms; Delivery; Risk of Loss - All products are sold F.O.B. (Freight on Board) from the Seller’s manufacturing plant. Delivery to the carrier constitutes delivery to the Buyer, and risk of loss or damage passes to the Buyer when the products leave the Seller’s facility or are surrendered to a carrier. Seller assumes no liability for carrier delays or transportation failures.
- Taxes and Charges - Prices exclude all applicable sales, use, excise, occupational, or similar taxes imposed by any governmental authority. Buyer shall be responsible for all such taxes unless Buyer provides a valid exemption certificate acceptable to Seller.
- Payment Terms and Credit Approval - Payment terms are Net 30 days from the invoice date for approved accounts and cash in advance (“CIA”) otherwise. Seller reserves the right to (a) place accounts on credit hold for invoices exceeding sixty (60) days past due, (b) require advance or partial payment if Buyer’s financial condition becomes unsatisfactory, and (c) suspend shipments or performance pending payment. Seller also reserves the right to apply payments to the oldest invoices first. A finance charge of 1.5% per month (or the maximum permitted by law) may be applied to past-due balances. Buyer agrees to pay all reasonable collection costs, including attorneys’ fees and court costs, incurred in the collection of unpaid amounts.
- Changes and Cancellation - All orders are firm. Changes to quantity or specifications for future orders require at least thirty (30) days’ written notice and Seller approval. Orders in production are not subject to cancellation, deferment, or modification without Seller’s written consent. Seller reserves the right to modify product design or specifications at any time without obligation to modify previously sold products.
- Claims and Returns - Claims regarding shipment or materials must be submitted in writing within thirty (30) days after receipt of shipment. No returns will be accepted without prior written authorization from the Seller.
- Force Majeure - Seller shall not be liable for delay or failure in production/delivery caused by events beyond its reasonable control, including but not limited to acts of God, war, fire, flood, strikes, labor disputes, equipment failure, riots, governmental actions, transportation disruptions, or similar contingencies.
- Limited Warranty - Seller warrants its products for a period of one (1) year from the date of shipment. Specifications,
recommendations, technical data, or descriptions in catalogs or literature do not constitute warranties. Products must be used only as described in the Seller’s current published literature. Seller is not responsible for any materials used in combination with our products unless specifically approved in writing by Polyguard Products. Sales representatives or distributors of the Seller are not authorized to make verbal agreements or to make any changes in the foregoing warranty. Nor may such representatives or distributors make any representations concerning Seller’s products which are not subject to the qualifications and to the limitations of liability outlined in these Terms and Conditions of Sale.
- Limitation of Liability - Seller shall not be liable for any special, incidental, indirect, or consequential damages, including loss of profits, loss of production, or damage to persons or property arising from the use of the products. Seller’s total liability for any claim shall not exceed the purchase price paid for the products, giving rise to the claim. Seller’s sole obligation, at its option, shall be replacement of defective products or refund of the purchase price.
- Entire Agreement/Modifications - These Terms constitute the entire agreement between the parties. This proposal will become effective and constitute a contract between Seller and Buyer only when a purchase order has been received and accepted by the Seller. Any amendment or modification must be in writing and signed by authorized representatives of both parties.
- Arbitration - The parties agree that any dispute, claim, or controversy arising out of or relating to the purchase, use, or application of products from Polyguard shall be resolved by binding arbitration. The American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its Commercial Arbitration Rules and Mediation Procedures or Consumer Arbitration Rules, as applicable. The rules shall be selected based on the parties' status. A single arbitrator shall be selected in accordance with the applicable AAA rules. The arbitration shall take place in Ellis County, Texas, unless otherwise agreed by the parties. The arbitrator shall apply the substantive law of the State of Texas. Each party shall be responsible for paying one-half of all AAA filing, administration, and arbitrator fees. Each party shall bear its own attorneys' fees and costs unless otherwise provided by law or awarded by the arbitrator. For avoidance of doubt, the arbitrator may rule that the substantially non-prevailing party shall pay or reimburse the substantially prevailing party for all attorneys’ fees, costs, filing, administration, and arbitrator fees. If any portion of this arbitration provision is unenforceable, the unenforceable portion shall be severed, and the remaining portions shall be enforced. This arbitration provision shall survive the return, refund, or warranty of any product.
- Governing Law - These Terms and all transactions between Seller and Buyer shall be governed by and construed under the laws of the State of Texas, without regard to conflict-of-law principles.