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| PRODUCT BY SUPPLIER |
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| PRODUCT SEARCH |
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| Please Select
the Appropriate Region: |
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| 1. TERMS |
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| These Terms and Conditions of Sale are
the exclusive contract between Buyer and Seller, there are no
terms, understandings, agreements, other than those stated
herein. Seller’s commencement of work on the Products subject to
Buyer’s order, shipment of the Products, or performance of all
or a portion of the services subject to an order, whichever
occurs first, shall constitute an acceptance of Buyer’s purchase
order and these Terms and Conditions without any additional or
different terms. These Terms and Conditions may not be altered
amended, nor waived except in writing signed by an officer of
the party to be bound thereby. Acceptance of Buyer’s purchase
order is subject to acceptance of the express Terms and
Conditions contained herein. If any provisions of Buyer’s
purchase order or other writings are different from or are
otherwise in conflict with these Terms and Conditions, these
Terms and Conditions shall govern and the terms contained in
Buyer’s purchase order or other writings are expressly rejected
by Seller. [
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| 2. PRICE |
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Quoted prices are based upon present taxes (other than sales
taxes), freight rates, United States Tariff classifications and
import duties. Buyer shall pay any increased costs resulting
from such changes or from Buyer’s selection of means of
transportation. Buyer shall reimburse Seller for all taxes or
other charges by any national, state or municipal government
upon the sale, use, production, or transportation of Product,
which Seller is required to pay. [
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3. PRICE ADJUSTMENTS
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| Seller may adjust Product prices at any
time. Buyer may suspend orders immediately upon notice of a
price increase. In the event price protection is stated in a
written agreement between the parties, Seller may temporarily
suspend such Product’s price protection in extraordinary market
conditions as determined by Seller in its discretion.Seller
shall reinstate the Product’s price protection upon Seller’s
determination that the market condition for the Product is no
longer extraordinary. [
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| 4. PAYMENT |
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Payment terms are net 30 days from date of invoice. Past due
balances are subject to a late payment charge of 1 1/2% per
month, or the maximum amount permitted by applicable law,
whichever is less. Buyer shall pay all charges, costs and legal
fees incurred in collecting amounts owed. [
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| 5. CONTAINERS |
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| Seller retains ownership of all
returnable containers. Buyer may use the containers only for the
storage of original contents. Buyer shall return the containers
to Seller empty and in good condition within 90 days from the
date of delivery. Buyer shall pay a deposit on all returnable
containers. Seller shall credit the deposit, less handling fee,
to Buyer’s account if Buyer returns the containers F.O.B.
Seller’s return point in good condition within 90 days. If not
returned within 90 days, Seller may reject the containers and
retain the full amount of the deposit. [
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| 6. TITLE AND RISK OF LOSS. |
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| Title and risk of loss for Products
transfers to Buyer at Seller’s shipping point, unless Products
are shipped in Seller’s vehicles in which case title and risk of
loss transfers to Buyer when the vehicle first enters Buyer’s
property. Buyer shall unload railroad tank cars within 48 hours
(Sundays and holidays excepted). [
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| 7. WARRANTY |
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| Seller warrants that Seller branded
Products conform to Seller’s published specifications at the
time of delivery. Seller warrants that services provided by
Seller will be consistent with Seller’s standard specifications
or, if none, with Seller’s standard practices. Buyer
acknowledges that Seller acts as a distributor for Products not
branded by Seller (Resale Products) and that matters relating to
the quality of the Products are not within Seller’s control.
Accordingly, SELLER MAKES NO WARRANTIES WHATSOEVER CONCERNING
RESALE PRODUCTS. THE FOREGOING WARRANTIES ARE IN LIEU OF AND
EXCLUDE ALL OTHER WARRANTIES EXPRESS OR IMPLIED. SELLER
EXPRESSLY EXCLUDES WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE AND MERCHANTABILITY. [
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| 8. REMEDIES |
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| Seller’s liability for nonconforming
Products is exclusively limited, at Seller’s option, to
replacement of the defective Products or refund of the purchase
price of such Products. Seller’s liability for any defective or
negligent service is limited to Seller re-performing the service
or a refund of an amount not to exceed the amount paid for the
service, or, if the services were provided free of charge, to
pay an amount not to exceed the amount paid for the Products to
which the services related in the 12 months prior to the event
of the liability. [
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| 9. LIMITATION ON LIABILITY
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| IN NO EVENT WILL SELLER BE LIABLE FOR
INCIDENTAL, SPECIAL OR CONSEQUENTIAL, INDIRECT, EXEMPLARY OR
PUNITIVE DAMAGES FROM ANY CAUSE OR FOR ANY REASON WHATSOEVER,
IRRESPECTIVE OF WHETHER THE CLAIM ARISES FROM ACTUAL OR ALLEGED
BREACH OF WARRANTY, INDEMNIFICATION, BREACH OF CONTRACT, PRODUCT
LIABILITY, CONTRIBUTION OR ANY LEGAL THEORY AND IN NO EVENT WILL
SELLER BE LIABLE FOR LOST PROFITS, COSTS OR LOSSES NOT
ASSOCIATED WITH DIRECT PHYSICAL DAMAGE TO PROPERTY FOR ANY
CLAIMS MADE UNDER OR RELATED TO THE SALE OF PRODUCTS OR SERVICES
TO BUYER. IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE
PURCHASE PRICE OF THE PRODUCTS OR SERVICES THAT ARE THE SUBJECT
OF ANY CLAIMS MADE BY BUYER. [
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| 10. INDEMNITY |
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| Buyer agrees to defend, indemnify and
hold Seller, its officers, directors, agents, and employees
harmless from all claims, demands, actions and causes of action
relating to personal injury or property damage to third parties,
including attorney’s fees and actual costs ("Claims") incurred
as a result thereof, to the extent of its negligence or arising
after delivery of the Products to Buyer. Seller agrees to
defend, indemnify and hold Buyer, its officers, directors,
agents, and employees harmless from Claims to the extent of its
negligence. [
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| 11. CLAIMS |
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| Any claim for shortage or non conforming
Products must be made in writing to Seller within 30 days after
Buyer’s receipt of the Product. Any claim for non-delivery of
Product must be made within 30 days after the date upon which
the Product was to be delivered. As to any claim not reasonably
discoverable within such 30 day period (including claims
discoverable only in processing, further manufacture, other use
or resale), such claim must be in writing and received by Seller
within 180 days after Buyer’s receipt of the Products. Failure
of Seller to receive written notice of any such claim within the
applicable time period shall be deemed an absolute and
unconditional waiver by Buyer of such claim. Products may not be
returned without Seller’s permission and transportation for
return will not be paid by Seller unless authorized in advance.
Amounts owing to or payable by either party hereunder these
Terms and Conditions shall be deemed finally reconciled on the
first anniversary of the final delivery under these Terms and
Conditions and any outstanding rights of either party to receive
overpayments or under payments including rights to unclaimed
credits or refunds shall expire on such date. [
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| 12. FORCE MAJEURE |
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| Seller is not liable for nonperformance
or delay in performance caused by circumstances beyond Seller’s
control ("Force Majeure Event"). A Force Majeure Event includes,
without limitation, (a) acts of God, war, riots, fire,
explosions, floods, strikes, lockouts, injunctions, accidents,
Product short supply, unforeseen shutdown of major sources of
supply, breakage of machinery or apparatus, or national
emergency, (b) Seller’s inability to obtain at prices Seller
deems in its discretion to be commercially reasonable, the
Product, fuel, power, raw materials, labor, containers or
transportation facilities, (c) the occurrence of any
unforeseeable contingency making performance impracticable, or
(d) compliance in good faith with any applicable governmental
statute, regulation, or order. Any delivery so suspended shall
be cancelled without liability, but these Terms and Conditions
shall otherwise remain unaffected. This section does not apply
to payment obligations. [
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| 13. QUANTITY |
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| Seller is not obligated to deliver in
any month more than a proportionate part of the maximum quantity
specified, determined by dividing such maximum quantity by the
total number of months included in the period of performance.
When in the opinion of Seller there is a period of shortage of
supply of said products for any reason, Seller may allocate its
available supply among any or all of its various customers upon
such basis as it shall deem fair and practicable, with no
liability on its part for failure to deliver the quantity or any
portion therein specified. [
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| 14. PRODUCT STEWARDSHIP |
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| Buyer agrees that Products will be used,
handled, stored, transported and disposed of in such a manner as
is necessary for the safety and protection of persons, property
and the environment, and in accordance with the manufacturer’s
recommendations and applicable laws and regulations. Buyer
agrees to instruct its employees with respect to, and to make
certain that they know and understand, procedures necessary to
enable them to comply with the requirements set forth herein and
make certain that they are adequately trained in the use,
handling, storage, transportation and disposition of the
Products. Buyer further agrees to deliver the most recent
edition of Product literature, including MSDSs, to its employees
and customers and to maintain a written record of such
deliveries. Buyer shall only sell to those who can handle, use,
store, transport and dispose of Products safely. [
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| 15. TERMINATION |
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| Any order or delivery may be terminated
or suspended, (a) by either party if any proceeding under
bankruptcy is brought by or against the party, (b) by a party if
the other party defaults in its material obligations and such
default is not cured within a reasonable time if such default is
curable, or (c) by Seller if it has reason to doubt the ability
or willingness of Buyer to pay for the Products. [
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| 16. ARBITRATION |
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| The parties will submit any dispute
related to this Agreement to arbitration in Seattle, Washington
before one arbitrator under the American Arbitration
Association’s Commercial Arbitration Rules. A party may seek
interim relief from any court having jurisdiction without
waiving any remedy under this Agreement. The arbitrator may not
award punitive damages or other damages not measured by actual
damages, or limit, expand or otherwise modify the terms of this
Agreement. A party may enter a judgment on an award in any court
having jurisdiction. The prevailing party is entitled to an
award of reasonable attorney fees. This Agreement is governed by
the laws of the state of Washington. [
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