InsulTech Terms and Conditions of Sale – 2017
The following terms and conditions apply to the sale of all Insultech, LLC products and services.
(a) InsulTech LLC (hereafter “Seller”) shall not be liable for loss, damage, detention or delay from causes beyond its reasonable control, such as acts of God, acts of the Buyer, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, car shortages, and inability due to causes beyond its reasonable control to obtain necessary labor, materials, or manufacturing facilities.
(b) Shipping dates are approximate and are based on prompt receipt of all necessary information from the Buyer.
(c) Buyer shall finally inspect products covered by this order promptly on receipt of shipment. Any claims for shortages, damaged products, or nonconformance of products with the order must be given to Seller in writing within ten (10) days after receipt of the shipment by Buyer, and Seller must be afforded an opportunity to investigate. Silence of Buyer during the ten (10) day period constitutes acknowledgment of full performance by Seller of all obligations hereunder except as further stated under the paragraph entitled “Warranty”.
(d) Unless otherwise specifically provided herein, delivery will be made F.C.A. (INCOTERMS 2015) Seller’s factory. All risk of loss shall pass to Buyer upon delivery to carrier and buyer shall be responsible for obtaining insurance if desired.
(e) The method and agency of transportation and the routing, unless specified on the face hereof, will be selected by Seller. Seller reserves the right to ship freight collect.
2. Quantity Variation
Seller will make every effort to deliver material in the quantities ordered. However, at its sole option, it reserves the right to consider an order complete if the delivered material is within +/ 10% of the quantity ordered. Total price will be adjusted according to amount actually shipped.
(a) Prorated payments shall become due as shipments are made. If shipment is delayed by the Buyer, payments shall become due from date of Seller ready-to-ship notification to customer.
(b) Product held for the Buyer shall be at the risk and expense of the Buyer.
(c) Unless otherwise specifically stated in the offer or expressly agreed by Seller in writing all payments all payments shall be due net thirty (30) days from the date of Seller’s ready –to-ship notification and shall be made in U.S. dollars.
(d) Any invoice amount not paid when due shall be subject to a late payment charge equal two and one-half percent (2.5%) of the delinquent amount per month or the maximum amount permitted by law, whichever is less, prorated on a daily basis for each day that such amount remains unpaid.
(e) All credit card purchases are subject to a 3.5% fee applied to the total value of the order.
Prices do not include sales, use or excise taxes, import or export duties, special financing fees, value added taxes, income or royalty taxes imposed outside the United States, consular fees, special permits or licenses or similar charges (collectively, “taxes”).
5. Products Warranty
Seller agrees to correct any defect in workmanship or material in products sold which may develop under proper and normal use by repair or replacement of defective products or parts provided written notice of any such defect describing same is given within one year from date of shipment. This warrant applies only to standard products. Note: Seller makes no warranty for field services or custom products except if set forth under “Description” on the face hereof. The responsibility of Seller with respect to any such defect is limited to repair or replacement. SELLER MAKES NO WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller does not warrant any product sold hereunder or the use, which is made of such product by Buyer against infringement of any patent.
Seller grants no license to Buyer by this sale under any intellectual property rights, including patent, it may now own or hereafter acquire except to use or sell the actual product sold hereunder.
7. Limitation of Liability and Damages
(a) Seller shall in no event be liable to Buyer or others for any direct, indirect, special or consequential damages or loss of production or loss of products resulting from any causes whatsoever including, but not limited to defective workmanship or materials or any delay, act, error or omission of Seller.
(b) Seller shall not be responsible for the results of technical advice in connection with the design, installation, or use of any product covered hereunder.
(c) Buyer assumes all risk and liability for results of use of material covered by this agreement, and Seller’s liability without limiting any of the other provisions herein, shall in no case exceed the purchase price of the quantity consumed of the particular shipment with respect to which such damages may be claimed.
8. Seller’s Property
All drawings, novel techniques, special tooling and inventions made or acquired by Seller in fulfillment of this order shall become its property regardless of whether separate items of price appear in this order for engineering or tooling. All drawings, process descriptions or tooling furnished by Buyer shall remain its property and shall be returned upon completion of this order.
(a) Prices are subject to change without notice, and all orders are to be invoiced at Seller’s prices prevailing at time of shipment.
(b) All Prices are in US Dollars.
10. Credit Terms
Seller may modify the credit terms in the front hereof or decline to deliver hereunder, except for cash on delivery, if at any time Seller shall not be satisfied as to Buyer’s credit or responsibility.
11. General Terms
(a) This contract of sale constitutes the entire agreement between the parties, and Seller shall not be bound by any agent’s or employee’s representation, promise or inducement not set forth herein.
(b) No waiver, alteration, or modification of any of the provisions hereof, shall be binding on Seller unless in writing, and signed by its duty authorized representative.
All products manufactured by Seller are “Made-to-Order”, manufactured to each customer’s unique specifications and expedited through the production process to achieve “industry best” lead times. Seller starts order fulfillment process the same day as order acceptance. In the event of order change or cancellation, Seller has already incurred costs from order processing, engineering, purchase or processing of materials, manufacturing, labor, etc. Thus, upon any order cancellation or change Seller shall invoice customer for all costs incurred up to the date of cancellation.
All orders must be shipped within thirty (30) calendar days to avoid storage fees. A storage fee of $750.00 USD will be added to the final invoice of all orders not shipped or picked up within thirty days of Seller’s ready-to-ship notification to customer.