
The paragraphs below consist of the sales agreement between CRG
Industries LLC and customers when they purchase materials.
AGREEMENT
If your order was submitted on one of CRG Industries' standard contract
forms, (via telephone, internet, or otherwise), or you or your agent
accepts use of material, it constitutes your agreement with the
terms and conditions set forth below.
CRG Industries has complied with the application provision of the
fair labor standards act of 1938 and regulations issued thereunder
as amended in the production of goods covered by this order.
TITLE
The tangible material described herein shall remain personal property,
and title to and right to possession of it shall remain in Seller
with only the rights to custody and use in Buyer until the entire
purchase price is paid and Seller reserves to itself all of the
rights and remedies provided or permitted under the applicable conditional
state laws.
If full payment is not made according to specified terms, Buyer
shall cooperate with Seller in complying with all applicable conditional
sales and chattel mortgage laws, and if requested at any time when
any part of the purchase price remains unpaid shall give Seller
in seller’s usual form a supplemental conditional sales contract
or upon transfer of title to it a chattel mortgage covering the
items herein.
PAYMENT TERMS
Payment in full must be made on all invoices within 30 days of the
goods being delivered to Buyer. Special or large orders may require
a deposit. If payment is made within ten days, a reduction of two
percent (2%) is applied to the account. 2/10 net 30.
RETURNS
All returns will be subject to a 20% restocking fee and return shipping
charges.
TAXES
Prices do not include any federal, state, or local taxes or other
governmental fees, assessments, or charges on the articles. Wherever
applicable, the taxes or other fees, assessments or charges will
be for the account of Buyer and may be added to the invoice as a
separate charge to be paid by Buyer. Omission of any taxes or fees
does not limit Buyer's obligation for payment. Seller will require
Buyer to provide a proper and complete “Sales Tax Exempt”
form on file with Seller before sales taxes will be removed from
invoices.
DELIVERY
All goods will be shipped FOB which requires the Seller to deliver
goods via a method or company designated by the Buyer. Buyer acknowledges
that seller fulfills his obligations to deliver when the goods have
been delivered to the shipping company. If Buyer does not accept
delivery of the products covered by this purchase order within 30
days of the delivery date, Seller shall have the right to sell the
products in such manner as it may deem advisable, free and clear
of any claim for damages of any kind or character which Buyer or
any other person claiming under or through Buyer may have arising
out of the sale. Further, Seller may retain any deposits paid with
this order and apply them to the payment of any loss or damage suffered
by Seller by reason of Buyer's failure to accept delivery.
FORCE MAJEURE
Seller shall not be liable for delays in delivery or non-delivery
of all or part of the articles, resulting from any cause beyond
its control, including, but not limited to, acts of God, fire, flood,
strike, lockout, factory shutdown or alteration, act of civil or
military authority, insurrection, riot, war, transportation shortage
or delay, weather, accident, operations of law or governmental regulations,
or delay in obtaining or inability to obtain labor or material.
Delivery dates will be extended to the extent of delays resulting
from the circumstances described above, and no delivery shall be
deemed overdue regardless of cause if delivery is made within 180
days from the estimated delivery date.
RISK OF LOSS
All risks of loss or damage to the articles sold will be borne by
Buyer following delivery at the delivery point specified on the
order.
WARRANTY
The warranty contained in this section is exclusive and in lieu
of all other representations and warranties, expressed or implied,
and CRG Industries, LLC expressly disclaims and excludes any implied
warranty of merchantability or implied warranty of fitness for a
particular purpose. Any and all statements, technical information,
and recommendations provided by Seller to Buyer are based on tests
believed to be reliable at the time of purchase, but the accuracy
or completeness thereof is not guaranteed. Seller’s and manufacturer’s
only obligations shall be to replace such quantity of the product
proven to be defective. Before using, Buyer shall determine the
suitability of the product for its intended use and Buyer assumes
all risk and liability whatsoever in connection therewith.
LIMITATION ON LIABILITY
Seller shall have no obligations or liability whether on account
or negligence or otherwise except other than as provided herein.
Neither seller nor manufacturer shall be liable either in tort or
in contract for any loss or damage, direct, incidental or consequential
arising out of the use of or the inability to use the product. Seller's
liability for failure to deliver the articles, regardless of cause,
will be limited to the payment to Buyer of such part of the purchase
price as Buyer may have paid to Seller. In no event shall Seller
be liable for anticipated profits or for consequential damages.
INDEMNIFICATION
Buyer shall indemnify and save Seller harmless from all claims,
costs, expenses, damages, and liabilities, including personal injury,
death, or property damage claims, arising out of the negligence
of Buyer or its employees, agents, or representatives.
GOVERNING LAW
This agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Ohio.
EVALUATION AGREEMENT
CRG Industries is willing to supply the Product to the Buyer solely
for internal evaluation and testing purposes. The Buyer agrees to
use the Product only in the ordinary course of testing and evaluation.
The Buyer further agrees not to reproduce or modify the Product
and to not reverse-assemble, reverse-compile or reverse-engineer
the Product or otherwise attempt to discover any underlying Proprietary
Information with respect to the Product. The Buyer also agrees to
not lend, lease or sell any portion of the Product to outside sources
without CRG Industries consent.
ENTIRE AGREEMENT
This order constitutes the entire agreement of the parties with
respect to the subject matters discussed. Seller's failure to object
to provisions contained in any communication from Buyer shall not
be deemed an acceptance of the same or waiver of any provision of
this order. No statement or recommendation not contained herein
shall have any force or effect unless in an agreement signed by
officers of Seller and manufacturer.
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