The term “Seller” as used in these General Conditions of Sale refers to Sterilex LLC and the term “Buyer” refers to the party ordering or purchasing products (“product”) from Seller. Buyer’s order to Seller constitutes an offer to Seller to purchase product which offer Seller may accept at its sole discretion. Acceptance of this order is expressly conditioned on these General Conditions of Sale and Buyer agrees to comply with these General Conditions of Sale unless agreed to in writing by Seller and Buyer. These General Conditions of Sale shall supplement any Distribution Agreement between the Seller and the Buyer and, in the event of any inconsistency between these General Conditions of Sale and such Distribution Agreement, the Distribution Agreement shall prevail.
Shipment and Delivery
All orders for the product shall be made available at the Seller’s dock or warehouse and Seller is able to invoice Buyer at such time, and title to such product and risk of loss thereto shall pass to the Buyer at Seller’s dock or warehouse when product is leaving the warehouse. Commercially, invoice terms will be EX Works per Incoterms 2020. Seller may arrange for delivery, at Buyer’s expense, to a mutually agreed upon location.
Cancellation of Orders
Orders accepted by the Seller may not be cancelled in whole or in part by the Buyer without the Seller’s written consent. A fee amounting to 15% of the Purchase Order will be charged upon cancellation. In addition, the Seller reserves the right to charge for work-in-progress and disbursements relating to the Purchase Order as a condition of Seller’s acceptance of the cancellation.
In case of increase in the prices of energy, raw materials or other resources necessary for the manufacture of the product occurring prior to the agreed date of delivery, Seller shall have the right to increase the price of the product ordered in proportion thereto by giving written notice to Purchaser provided that Purchaser shall have the right to cancel the sales agreement within seven days of following receipt of such notice.
The terms of sale are net thirty (30) days of the date of invoice. Interest shall accrue after such thirty (30) day period on the unpaid balance at the rate of the lesser of 1 ½% per month or the highest rate permitted by law, compounded monthly. If, in Seller’s sole opinion, the financial condition of the Buyer so warrants, Seller may require advance payment or satisfactory security. In the event that Buyer fails to make such advance payment or furnish such security, delivery of product may be suspended without further Seller obligation. Seller may require Buyer agrees to pay all costs, including but not limited to, attorneys’ fees and other expenses of collection.
Buyer shall comply with all applicable federal, state and local laws and regulations pertaining to the transportation, handling and storage of the product.
Limited Warranty; Disclaimer
The product as delivered to Buyer shall conform to the ingredient statement of the applicable product label. SELLER MAKES NO OTHER PROMISES, REPRESENTATIONS OR WARRANTIES CONCERNING THE PRODUCT, WHETHER IMPLIED, EXPRESS OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
LIMITATION OF LIABILITY
SELLER’S LIABILITY FOR ANY LOSS OR CLAIM, INCLUDING ANY CLAIM FOR BREACH OF ANY WARRANTY SHALL BE LIMITED SOLELY TO THE REPLACEMENT OF THE NON-CONFORMING PRODUCT OR, AT THE ELECTION OF THE SELLER, THE RETURN OF THE PRODUCT AND REPAYMENT OF THE PURCHASE PRICE. SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY PRODUCT THAT WAS DAMAGED AFTER TITLE AND RISK OF LOSS PASSED TO BUYER. ANY COURSE OF DEALING BETWEEN SELLER AND ANY THIRD PARTY NOTWITHSTANDING, ANY CLAIM WITH RESPECT TO DEFECTIVE OR NON-CONFORMING PRODUCT SHALL BE DEEMED WAIVED UNLESS PRESENTED IN WRITING TO SELLER PROMPTLY UPON DISCOVERY OF THE BASIS THEREFORE BUT IN ANY EVENT WITHIN NOT MORE THAN ONE YEAR AFTER THE DATE OF MANUFACTURE OF THE PRODUCT.
Default, Termination and Suspension of Delivery
Seller reserves the right, among other remedies, either to cancel Buyer’s order or suspend further deliveries of product in the event that (1) Buyer fails to pay for any one shipment of product when payment for such shipment becomes due; (2) Buyer fails to make any advance payments or satisfactory security demanded by Seller pursuant to the PAYMENT section above; or (3) Buyer fails or refuses to accept any delivery of product ordered from Seller. Delivery of product may be suspended in whole or in part in case of any event beyond Seller’s control, including, but not limited to, explosion, fire, shortage of fuel, power or raw materials flood strike lockout, injunction, riot, insurrection, war, national emergency, government act, or act of God.
No failure or delay on the part of Seller in exercising any right, power or privilege hereunder shall operate as a waiver thereof or of any other right, power or privilege hereunder nor shall any single or partial exercise of any such right, power or privilege preclude any other right, power or privilege. The rights or remedies of Seller hereunder are cumulative and not exclusive of any rights or remedies which it may otherwise have. Buyer may not assign the order without the express written consent of Seller. All notices to be given hereunder by either party to the other party shall be in writing and shall be deemed to have been duly given when (a) delivered personally (which shall be effective as of the date of receipt), (b) sent by facsimile (which shall be effective as of the date of the written confirmation of receipt), recognized overnight courier (which shall be effective as of the date the receipt is acknowledged. Either party may change its address by notice to the other party. These Conditions shall be governed by and construed in accordance with the laws of the State of Maryland without regard to its choice of law provisions. The parties hereby consent to the jurisdiction of the applicable state or federal courts of the State of Maryland, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. The provisions of these Conditions shall be severable one from the other so that should any provision be held legally unenforceable by a court of competent jurisdiction, the remaining provision shall remain in effect.
May 8, 2017
4845-4225-9216, v. 1