Warranty

CONDITIONS OF SALE
© 2014 Armacell LLC
All information is subject to change without notice
Stated below are the terms and conditions upon which Armacell (or “Seller”), will
accept orders for the merchandise that Armacell as sole SELLER delivers to you.
Such merchandise shall be identified on an invoice or other communication to you.
By entering an order directly with SELLER or by the transmission of your order
from an affiliate of SELLER to SELLER for acceptance, you agree that the terms
and conditions set forth below shall be incorporated in your order.
Goods so returned and found to be defective will be replaced
or repaired without charge but SELLER shall not be liable to
PURCHASER or any other person for loss or damage directly
or indirectly arising from the use of the goods, from breach of
any warranty, or from any other cause, the exclusive remedy
against the SELLER being to require replacement or repair of
defective goods. Every claim on account of defective goods,
short count, or for any other cause, shall be deemed waived by
PURCHASER unless made in writing within thirty (30) days
No order placed with the SELLER shall be considered as accepted until officially
acknowledged by the SELLER. If SELLER’S acknowledgement contains terms
additional to or different from the PURCHASER’S order, it shall be effective as an
acceptance of such order only if such additional or different items are included in
the order, and they shall be so included if not objected to in writing within ten (10)
days from the date of SELLER’S acknowledgement.
SELLER, its contractors and suppliers of any tier, shall not be
liable in contract, in tort (including negligence and strict
liability) or otherwise for damage or loss of other property or
equipment, loss of profits or revenue, loss of use of equipment,
cost of capital, claims of customers of PURCHASER, or for any
special, indirect, exemplary, punitive, incidental or
All sales are F.O.B. shipping point, notwithstanding freight allowance (if any) noted
herein.
The remedies of PURCHASER set forth herein are exclusive
and the total cumulative liability of SELLER with respect to this
contract or anything done in connection therewith, such as the
performance or breach thereof, or from the manufacture, sale,
delivery, resale or use of any merchandise covered by or
furnished under the contract, whether in contract, in tort
(including negligence and strict liability) or otherwise, shall not
exceed the price of the merchandise or part on which such
Shipping dates are approximate and are based on receipt of complete information
with the order. In no event is SELLER liable for any deliver delays. If drawing
approval is required, drawings must be returned on schedule to maintain shipping
date. SELLER will determine the point of origin of shipment, the method of
transportation and the routing of shipment. PURCHASER will be billed for
transportation charges advanced by SELLER, if any. In no event will SELLER be
responsible for demurrage or detention charges.
In the event PURCHASER transfers to a third party any
merchandise supplied hereunder or any right or interest
therein, PURCHASER agrees to indemnify, defend and hold
SELLER harmless from any and all liability to such transferee
or any subsequent transferee in excess of what SELLER’S
liability would have been if such transferee had been bound by
PURCHASER shall have a reasonable amount of time after receipt of merchandise
to inspect and reject or accept such merchandise. In any event, acceptance will
be deemed to have occurred no later than thirty (30) days after shipment.
Sales hereunder are subject to the condition that the
PURCHASER pay the SELLER the amount which SELLER is
required to pay on account of any excise, manufacturer’s
payroll, value-added, use, or sales taxes or charges which may
be established or levied by any sales taxes or charges which
may be established or levied by any governmental authority
(domestic or foreign) upon the merchandise sold hereunder or
any part thereof, or the manufacture, use, sale, or delivery
thereof, or upon the materials entering into the manufacture
Merchandise sold shall remain the property of SELLER and shall remain personal
property until fully paid for in cash, and PURCHASER agrees to perform all acts
that may be necessary to perfect and assure retention of title to such merchandise
by SELLER. Risk of loss of the merchandise, or any part of the merchandise, shall
pass to PURCHASER upon delivery of such merchandise or part at the designated
delivery (F.O.B.) point.
Terms of payment shall be subject to approval of SELLER’S Credit Department
and in case of doubt arising at any time as to PURCHASER’S financial
responsibility, SELLER may require payment in advance, or production may be
stopped and shipments suspended until satisfactory assurances are received.
SELLER shall be under no obligation to make any shipment when PURCHASER is
in default hereunder or under any other agreement between SELLER and
PURCHASER.
Delay or failure of SELLER to perform any contract in
accordance with the terms shall be excused by (a) sabotage,
fire flood, differences with workmen, riot, insurrection, war, act
of any governmental authority, priorities granted at the request
or for the benefit, directly or indirectly, of any government or
agency thereof, shortage of raw material, inability to meet
current sales requirements, act of God, act of PURCHASER, or
(b) any causes beyond the reasonable control of SELLER. Any
of the foregoing conditions resulting in delay or failure to
perform any contract shall excuse such delay or failure whether
the condition exists now or arises hereafter. In case of such
delay or failure to perform for any of the above causes which
continue, for more than thirty (30) days, the date of delivery or
time for completion will be extended by a period of time
Prices of all goods are those applicable on date of shipment and to PURCHASER.
All prices contained herein are the best current estimate of SELLER and are
subject to change without notice.
Unless otherwise specified by SELLER, payment terms are net thirty (30) days
from the date of invoice. Payments will be credited to PURCHASER’S account
when the funds paid are available to SELLER without any restriction related to the
collectability of funds received from PURCHASER. If payments are not made
when due, PURCHASER shall pay, in addition to the overdue payment, a late
charge equal to the lesser of 1.5% per month or the highest applicable rate
allowed by law on all such overdue amounts.
These Conditions of Sale shall be interpreted and construed in
accordance with the laws of the state of North Carolina, without
regard to conflicts-of-law rules of such state. The parties
expressly exclude the applicability of the United Nations
Convention on Contracts for the International Sales of Goods.
Any action or proceeding arising out of or related to this
Agreement shall be brought only in a federal or state court
located in Alamance County, North Carolina, and the parties
hereby consent to such venue and the jurisdiction of such
The goods sold hereunder are warranted to be free from material defect in
material and workmanship for a period of thirty (30) days following shipment of
such goods. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY THAT THE GOODS ARE
MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE ARE HEREBY
EXCLUDED. Defective goods may be returned to SELLER after inspection by
SELLER and upon receipt of definite instruction from SELLER.
Armacell LLC - Tubolit 3