An order placed by Buyer with Polycase shall be deemed accepted only upon written acknowledgement of the order or shipment of any products called for by Buyer’s order. Polycase accepts orders or supplies products to Buyer only under the condition that Buyer agrees to be bound by and comply with these Conditions of Sale together with those documents or parts of documents which specify the products and which have been signed or accepted by Polycase in writing (hereinafter collectively the “Sales Agreement”). Polycase’s receipt of a purchase order or its shipment of products to Buyer does not constitute an acceptance by Polycase of the terms and conditions of Buyer’s purchase order or any proposal.
ANY ATTEMPTED MODIFICATION OF THESE CONDITIONS OF SALE PROPOSED BY BUYER IN A PURCHASE ORDER CONTAINING TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THESE CONDITIONS OF SALE SHALL NOT BE BINDING UPON POLYCASE UNLESS SPECIFICALLY ACCEPTED BY POLYCASE IN WRITING. POLYCASE OBJECTS TO ANY TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THESE CONDITIONS OF SALE.
PRICES AND DELIVERY
Unless otherwise agreed in writing, prices for products shall be Polycase’s list prices current at the time of shipment in U.S. dollars, F.O.B. point of shipment (freight and insurance prepaid). Payment terms shall be net thirty (30) days from the date of invoice for those Buyers with approved credit. Other payment terms include credit card charges on date of shipment. Shipping costs to locations outside the United Sates or by means other than those selected by Seller shall be borne by the buyer. Polycase shall separately indicate on its invoice any tax that is required to be imposed. All risk of loss or damage to Products purchased hereunder shall pass to the Buyer at the time Product is transferred by Polycase to a commercial transportation carrier for shipment to Buyer. All delivery dates are approximate. In no event shall Polycase be liable for consequential, special, incidental, or exemplary damages based on any delay in delivery or failure to deliver Product under this Agreement.
In the event that Buyer cancels an order for Product or Material not customarily carried in stock by Polycase, Polycase shall have the right to reject such cancellation, or to accept such cancellation in which event Polycase may charge Buyer as liquidated damages the then current list price for completed Product or an equitable price as determined by Polycase based upon the degree of completion for Product in process at the time of cancellation, transportation and warehousing charges.
In the event Buyer fails to fulfill previous terms of payment or in case Polycase shall have any doubt at any time as to Buyer’s financial responsibility, Polycase may decline to make further deliveries except upon receipt of cash or other special arrangements. It is hereby understood and agreed that in the event of nonpayment of the account, Polycase may refer the matter of the collection of said account to any person or collection agency, or to the collection department of Polycase for collection, and if the account be so referred, Buyer shall pay to Polycase any and all attorney’s fees and /or reasonable collection and service charges. Past due accounts are subject to a Finance Charge of not less than eighteen (18) percent annually.
Returns must be approved by POLYCASE and a Return Authorization Number issued and included with the returned product. All returns are subject to a 20% restocking charge or $25.00, whichever is greater. Returns of non-defective product are not approved beyond 90 days from shipment. Credit granted for approved returns will be applied to the customer's account and may be used to offset future invoices.
Polycase warrants that the Products will conform to the specifications therefore in effect at the time of delivery of the Product or such other specifications as may be mutually agreed upon in writing. Buyer shall inspect all Product delivered hereunder for damage, defect, or shortage immediately upon receipt by Buyer, and shall immediately provide Polycase with notice of any such damage, defect, or shortage. If any Product is determined not to conform to specification or such other specifications as may be mutually agreed upon within thirty (30) days of shipment, such Product will be replaced by Polycase without additional cost to Buyer, or, at Polycase’s option, Polycase shall refund the purchase price therefore. This remedy is Buyer’s exclusive remedy for breach of warranty. Defective Product shall not be returned by Buyer until authorized in advance by Polycase. Returned Products to the extent possible, should be returned intact in form as shipped. THE WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY, REMEDY AND DAMAGES.
The liability of Polycase arising out of possession or use of the Product or any technical advice relating thereto is limited to the warranty obligations set forth above in the Warranty Article and in no event shall Polycase’s liability, whether based in contract, warranty, negligence or other tort, strict liability, or otherwise exceed the purchased price of the Product in question. Upon the expiration of the applicable Warranty period stated herein, all such liability whether based in contract, warranty, negligence or other tort, strict liability, or otherwise shall be deemed waived unconditionally and absolutely. The foregoing shall constitute the sole and exclusive remedy of the Buyer, and the sole and exclusive liability of Polycase. IN NO EVENT SHALL POLYCASE BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF ANY SUBSTITUTE FOR THE PRODUCT, DOWNTIME, CLAIMS OF THEIR PARTIES, AND INJURY TO PROPERTY. THIS LIMITATION SHALL APPLY NOTWITHSTANDING A FINDING THAT ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Buyer agrees that it is not relying upon any representation, statement, or other assertion made by Polycase with respect to the Products and their suitability and that Buyer has made it’s own inquiry, testing, and investigation into and based thereon has formed an independent judgment concerning the Products and the suitability of the Products for the use, conversion, or processing intended by Buyer and will not assert any claim against Polycase or hold Polycase liable in any manner with respect to any information, testing, designs furnished (or failed to be furnished) by Polycase including without limitation, technical advice or recommendations. Statements made by Polycase concerning possible or suggested uses of materials or designs described herein are not to be construed as constituting a license under any patent covering such use nor as recommendations for use of such materials or designs in the infringement of any patent.
Unless otherwise agreed in writing, any variation over or under in quantities shipped not exceeding five (5) percent of the quantities ordered shall constitute compliance with the order and the unit price will apply to the quantity actually delivered.
Security title and right of possession of the Products shall remain with Polycase and the Products shall remain the personal property of Polycase until all payments hereunder shall have been received in full. Polycase and the Buyer agree to do all acts necessary to perfect and maintain such security right and title in Polycase.
This contract contains the complete and exclusive agreement among the parties and supersedes prior understandings whether written or oral. Unless Polycase has provided written consent, a partial or complete assignment of right(s) or delegation of obligation(s) shall be void. This contract may not be changed, renewed, extended, or modified in any manner. Neither course of performance, nor course of dealing, nor usage of trade shall be used to qualify, explain or supplement any of the terms of this contract. Any failure of Polycase anytime, or from time to time, require the performance of the Buyer of any other items and conditions of the contract shall not constitute a waiver by Polycase of these Conditions of Sale and shall not affect or impair the Sales Agreement in any way. This contract shall be interpreted and governed by the laws of the State of Ohio.