P.A.T. Products, Inc.
The agreement between Buyer and Seller consists of these Terms and Conditions of Sale, the written Sales Confirmation, and the Purchase Order. The express acceptance of Buyer, the 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 the Sales Confirmation and these Terms and Conditions without any additional or different terms. In the event of a conflict, the Sales Confirmation and these Terms and Conditions govern over conflicting Purchase Order terms.
Buyer must accept delivery within two (2) days of discharge at the specified location. Failure to do so makes Buyer responsible for all costs of delay, including, but not limited to, demurrage, storage, penalties, and anticipated profits and consequential loss. In the event of non-delivery, Buyer's remedy is limited to deducting actual costs from payment due.
Title passes according to the incoterms stated on the Purchase Order and/or Sales Confirmation.
Seller invoices when materials are discharged at the final delivery location. The full amount of such invoice shall be paid to Seller pursuant to the schedule set forth in the Purchase Order and/or Sales Confirmation. If any invoice remains unpaid after its due date, Seller may terminate the agreement and withhold future deliveries.
Buyer pays all applicable taxes, use charges, and other impositions by taxing authorities in addition to the purchase price.
The price is as specified in the Purchase Agreement and/or Sales Confirmation.
Within ten (10) days of receipt, Buyer must verify quantity, determine compliance with specifications, and report any damages or shortages. Unless Buyer so notifies Seller within such ten (10) day period of any shortage of materials or of materials failing to meet specifications, the materials delivered to Buyer shall for all purposes be deemed to be of the amount purchased by Buyer and in compliance with prescribed specifications.
(a) The agreement may be cancelled by written amendment signed by both parties. (b) Either party may cancel if the other is adjudicated bankrupt or makes an assignment for the benefit of creditors. (c) Seller may cancel if Buyer assigns its interest, fails to pay within thirty (30) days of the due date, or breaches its obligations. (d) Buyer may not cancel this Agreement, or any Purchase Order, without the express written consent of the Seller. The Seller reserves the right to charge a re-stocking and cancellation fee in the event of a cancellation, in an amount not to exceed the full purchase price of the goods.
(a) Neither party is liable for delivery failures due to circumstances beyond its reasonable control, including acts of God, accidents, fires, explosions, floods, earthquakes, wars, sabotage, riots, labor disputes, shortage of labor, shortage or failure of usual transportation mode, or shortage of equipment. Seller will allocate available supplies equitably but is not obligated to source materials elsewhere. (b) The affected party must notify the other of the date, nature, and effect of the force majeure event, and again when it ceases. (c) The provisions of this paragraph shall in no event excuse the Buyer from making any payment which may be due Seller.
Materials shall meet prescribed specifications only. Seller does not make and shall not be held liable for any other warranty, express or implied, including but not limited to, a warranty of merchantability or a warranty of fitness for a particular use or purpose, except as set forth in the preceding sentence.
(a) For breach of warranty or negligence, Buyer's remedy is limited to replacement of the non-conforming materials at no cost or, if unpaid, omission of that shipment from invoicing. (b) In no event shall Seller's liability hereunder be greater than the value of the shipment in question. Seller shall not be liable for any other damages incurred by Buyer as a result thereof, including but not limited to attorney fees and costs, incidental damages, special damages, punitive damages, indirect damages, consequential damages, or lost profits. Buyer assumes all risks arising from its use of the material. No individual shareholder, director, officer, employee, or representative of Seller bears personal liability.
Buyer indemnifies Seller and its representatives from claims arising from personal injury, death, or property damage resulting from: (i) Buyer's negligence in the performance of this Agreement or substantially related to this Agreement; (ii) modification to the material made by Buyer; (iii) Buyer's non-negligent breach of any of the terms and conditions of this Agreement; or (iv) Buyer's storage, transportation or use of the material after title to the material passes to Buyer. Buyer certifies that it is acquiring materials for lawful purposes and will comply with all applicable laws.
Correspondence may occur via mail, telefax, or email. Payment may be made by mail or bank wire transfer. Notices must be sent via certified mail, return receipt requested, to the addresses set forth in the Purchase Agreement and/or Sales Confirmation.
This constitutes the entire agreement between the parties and supersedes all prior agreements. Any writing containing different terms and conditions than those stated herein shall not vary the terms of this Agreement without written consent of both parties hereto.
Buyer shall not have the right to transfer or assign its interest in this Agreement without prior written consent of Seller.
This Agreement is governed by the laws of the United States and the State of Maine. Any and all disputes, controversies and claims arising out of or in connection with this Agreement shall be settled by binding arbitration in Bangor, Maine in accordance with the rules of the American Arbitration Association. Arbitration awards are enforceable in any court of competent jurisdiction.
Seller makes no warranty against patent infringement arising from Buyer's use of the materials, their combination with other substances, or their use in any process.
Buyer shall not disclose to any third party, or use in materials purchased from any other party, the terms and provisions of this Agreement, any proposals, quotes, customer or supplier names, or information received from Seller. This obligation survives termination, except for information Buyer possessed beforehand, information that is publicly available, or information received from another party authorized to disclose it.