EFFECTIVE MAY 1, 2023
- TERMS. These Terms constitute Buyer’s offer and may be accepted by Seller only in accordance with the terms hereof. Seller’s acceptance of these Terms and any order hereunder shall occur either through commencement of performance or acknowledgment of the order. By accepting an order hereunder, Seller waives all terms and conditions contained in its quotation, acknowledgment, invoice or other documents which are different from or additional to those contained herein and all such different or additional terms and conditions shall be null and void. No addition to, waiver or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by an officer of buyer.
- PRICE. The prices agreed upon shall include all applicable taxes and other duties, levies, surcharges or other charges of similar import. No charge will be allowed for packing, crating, drayage or storage unless stated herein. Articles, pesticides, material, work, food and food grade products, drugs and cosmetics covered by this Purchase Order (the “Material(s)”) are purchased on a delivered basis and all freight charges are to be paid by Seller. Buyer assumes no obligation for articles, materials, and work shipped or performed in excess of quantity specified in this Purchase Order.
- In connection with any discount offered for prompt payment, time for earning the discount will be computed from the latest date of: (i) delivery of the Material(s) to the carrier (when acceptance is at shipping point); (ii) delivery at Buyer’s destination or port of embarkation (when delivery and acceptance are at either of these points); or (iii) receipt by Buyer of the correct invoice or voucher (in strict accordance with this Order) in the office specified by Buyer. For the purpose of earning any such discount, payment will be deemed to be made on the date of mailing of Buyer’s check or Buyer’s initiation of electronic payment. In case of errors on an invoice, the payment discount period will date from the receipt of corrected invoices.
- SHIPPING; DELIVERY/TITLE. Unless otherwise agreed to in writing, delivery shall be FOB point of destination and title and risk of loss shall pass to Buyer upon delivery to Buyer’s location.
- COMPLIANCE WITH LAWS. Seller in performance of this Purchase Order agrees to comply with and warrants that all applicable laws, regulations and orders of governmental bodies relating to the manufacture, packaging, labeling, sale, transportation, delivery or export of the Material(s), the dissemination of information in connection therewith and those relating to wages, hours, employee safety and working conditions. Without limitation, Seller agrees to be bound by the provisions of Section 202, Executive Order 11246 and with other provisions of said Executive Order, as amended, unless exempted by law. Unless exempt by law, Seller further agrees to comply with the following employment practices: Vietnam Era Veterans Readjustment Assistance Act of 1974 (30 U.S.C. 2012); Rehabilitation Act of 1973; Utilization of Minority Business Enterprises (Executive Order 11458); and Labor Surplus Area Concerns Regulations, in each case as amended, Environmental Protection Agency requirements, and the Consumer Product Safety Improvement Act, the Fair Labor Standards Act of 1938, as amended, Walsh-Healy Act, Robinson-Patman Act, The Trafficking Victims Protection Act of 2000 (Public Law 106-386) as amended, applicable state Workers’ Compensation laws, state and federal Occupational Safety and Health Acts, the Lacey Act (16 U.S.C. § 3371 et seq., as amended) for goods containing wood fiber, all applicable United States Toxics in Packaging legislation, including EU REACH and RoHS legislation, the Dodd-Frank Act, and all rules and regulations passed pursuant to any of the foregoing, which are incorporated herein by this reference, and, if applicable, hereby guarantees that no article is adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, or is an article which may not, under the provisions of section 404, 505, or 512 of the act, be introduced into interstate commerce, and with state and local legislation of similar import to the extent the foregoing are applicable to the Material(s). In order to comply with all Federal, State and Local regulations, a current Material Safety Data Sheet must be provided for all chemical substances.
- WARRANTIES. In addition to any other warranties contained herein or implied by law, Seller expressly warrants that: (i) the Material(s), when shipped, shall conform to specifications, drawings, samples or other descriptions furnished by Seller or specified by Buyer, and shall be of merchantable quality, fit and safe and free from defects in material, design and workmanship; (ii) the Material(s) do not infringe on any trademark or patent right; (iii) it possesses all licenses and permits required by any state, federal or municipal agency that may be required to sell the Material(s); (iv) the Material(s) comply with and are manufactured and labeled in compliance with all applicable federal, state and local laws, rules and regulations, including, but not limited to, Environmental Protection Agency requirements, the Consumer Product Safety Improvement Act, the Federal Food, Drug and Cosmetics Act, the Fair Labor Standards Act of 1938 (as amended), the Lacey Act (16 U.S.C. Sec. 3371 et seq., as amended) for products containing wood fiber, all United States Toxics in Packaging legislation, EU REACH and RoHS legislate, and any other laws, rules, regulations or ordinances governing the environment, health, safety, weights, measures and sizes; (v) the Material(s) are fit for the particular purpose intended; (vi) Buyer shall have good title to all Material(s) sold to Buyer free and clear of all liens, claims and encumbrances; (vii) Seller is in full compliance with the provisions of The Foreign Corrupt Practices Act of 1977 (as amended) and any rules or regulations promulgated thereunder; and (viii) the goods do not and will not contain any “conflict minerals” (columbite-tantalite (coltan), cassiterite, gold or wolframite, or their derivatives, tantalum, tin and tungsten) as defined in the 2010 Wall Street Reform and Consumer Protection Act, also known as the Dodd-Frank Act, and that no conflict minerals are necessary to the functionality or production of any of the goods. Seller warrants and represent that the sale of the Materials shall in no way violate any law, statute, ordinance, regulation or similar regulatory edict, including, but not limited to, anti-dumping regulations. Buyer’s approval of specifications, drawings, samples and/or other descriptions furnished by Seller shall not relieve Seller of its obligations under these Terms. Without limiting its remedies under law or equity, Buyer at its option may require Seller either to replace defective goods at no increase in price (Seller must pay all repacking, transportation and handling charges both ways) or to refund the purchase price and any charges in connection therewith. In addition to the foregoing, Seller hereby warrants that all Material(s) covered by the Federal Food, Drug and Cosmetic Act, as amended (the “FFDC Act”) hereafter sold by Seller to Buyer do and shall at the time of the delivery thereof by or on behalf of Seller, in all respects comply with the FFDC Act, the Federal Fair Packaging and Labeling Act and with all applicable laws of each state into which any such products may be shipped by or on behalf of Seller, whether now in force or hereafter enacted, do not contain a misbranded hazardous substance or banned hazardous substance, and do not require a notice or warning concerning carcinogenicity, reproductive toxicity or safety on Buyer’s products or for Buyer’s products as a result of being utilized or incorporated in Buyer’s products. All products defined as “pesticides” under the Federal Insecticide, Fungicide and Rodenticide Act (or any state law of similar import) are properly registered with the appropriate government agency(ies), are produced in facilities licensed thereunder, and are properly packaged and labeled. Seller further warrants that (i) all food grade material ordered hereunder shall have been manufactured, packaged, stored and shipped using the best sanitary standards available in the food industry, (ii) such material will be delivered in sanitary and undamaged condition, (iii) packaging components shall not employ rubber, clear plastic, or metal ties, staples, bands, or similar separable closure devices.
- INDEMNITY. Seller agrees to indemnify, defend and hold harmless the Buyer, its directors, officers, agents, employees, affiliates, successors, assigns, customers and users of its products from and against any and all expenses, claims, demands, losses, damages, actions, or liability of any kind, including without limitation reasonable attorney’s fees incurred for any and all damage or injury of any kind or nature whatever (including death) to all persons, (including those employed by Seller) or property which is caused by, arises out of, on account of, or as a result of: (i) use of the Material(s) or services provided hereunder; (ii) breach by Seller of any of its representations, warranties, covenants and/or any agreements contained herein; (iii) any act or omission of Seller, its agents, employees, representatives or subcontractors or failure to comply with the terms hereof; or (iv) any alleged infringement of any trademark, patent, copyright or other proprietary right, by reason of the sale or use of the Material(s) and/or services furnished under these Terms and/or relating in any way to any Material or design, composition or processing of Seller’s origin or practice supplied by Seller under the Purchase Order. If any of the Material(s) or services provided pursuant to these Terms or any part thereof is held to constitute infringement and its use is enjoined, Seller shall at its own expense either procure for Buyer, its successors, assigns, and customers the right to continue using such Material(s) or services or part thereof or replace them with a substantially equivalent non-infringing Material(s) or service. Upon demand, Seller agrees to assume on behalf of the Buyer the defense of any action, at law or in equity, which may be brought against the Buyer upon any such claim and to pay on behalf of the Buyer the amount of any judgment that may be entered against the Buyer in any such action. Seller hereby expressly waives any immunity from suit by Buyer, which may be conferred by the workers’ compensation laws, or any other law of any state that would preclude enforcement of the indemnification clause of these Terms by Buyer. Seller further agrees to pay any reasonable attorney’s fees incurred by the Buyer in securing compliance with the provisions of this section. In addition, Seller shall carry worker’s compensation and liability insurance coverage with respect to any indemnifiable matter hereunder in amounts required by Buyer in Buyer’s sole discretion. Seller also agrees to supply appropriate certificates of such insurance, naming Buyer as an additional insured upon request. Seller agrees that its obligations to indemnify under this section are distinct from, independent of, and not intended to be coextensive with its duty to procure insurance required herein.
- INSURANCE. Sellers agrees at its sole cost and expense to maintain the following minimum amounts of insurance coverage and related requirements. Workers’ Compensation Insurance as required by law. Commercial General Liability Insurance with a minimum limit of $1,000,000 per occurrence and $2,000,000 aggregate and include products and completed operations coverage, contractual liability. Automobile Liability Insurance covering all owned, hired and non-owned vehicles with a minimum limit of $1,000,000. By policy endorsement on commercial general liability, automobile liability, and any umbrella or excess liability insurance policies name Buyer and its subsidiaries and affiliates, and their respective agents, employees, officers and directors (“Parties”) as additional insured, and the additional insured status shall apply to the full policy limits purchased by Seller even if those limits are in excess of those required herein, and such policies shall state that Seller’s insurance is primary and non-contributory as to any other insurance or self-insurance maintained by Parties. Seller hereby waives for itself and its affiliates, and where allowed by law, shall cause its insurers on all insurance policies required herein, to waive all rights of recovery against Parties. The obligation of Seller to provide the required insurance shall not limit in any way the liability or obligations assumed by Seller.
- DEFECTIVE MATERIAL. Material(s) supplied by Seller shall be received subject to Buyer’s inspection and approval within a reasonable time after delivery, notwithstanding prior payment. Payment for Material and acknowledgment of receipt thereof shall not constitute an acceptance thereof. Rather, all Material shall be received subject to Buyer’s inspection and rejection. Defective Material or Material not in accordance with the Specifications, as determined in Buyer’s sole discretion will be returned at Seller’s risk and expense and Buyer shall have no obligation to pay for such Material. Seller may not alter the formulation, manufacturing process or specification of any Material without Buyer’s prior written consent. . If specifications or warranties are not met, goods may be returned at Seller’s expense. No goods returned to Seller as defective shall be replaced except upon Buyer’s written authorization. Buyer may return to Seller any non-defective, excess goods within ninety (90) days of receiving them
- MODIFYING SPECIFICATIONS. Buyer shall have right at any time to make changes in an order by written notice and/or changes in Specifications as to any Material. If such changes cause a material increase or decrease in Seller’s costs or time of performance, Seller shall notify Buyer immediately and negotiate an adjustment in an equitable fashion which shall be determined and approved by Buyer, and the Purchase Order shall be modified in writing accordingly. Pending price adjustment, Seller shall proceed with performance of this Purchase Order as changed. SELLER MAY NOT CHANGE MATERIAL OF MANUFACTURE, SOURCES OF SUPPLY, MANUFACTURING PROCESS OR LOCATION WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER.
- OWNERSHIP OF DESIGNS. Buyer retains all rights in designs, drawings, and other materials furnished by or on behalf of Buyer to Seller in connection with this Purchase Order and Seller shall keep the same confidential. Seller hereby assigns any rights in designs, drawings, and other materials it may develop or accrue in connection with supplying the Materials to Buyer pursuant hereto. No such designs, drawings, or other materials, whether or not furnished by or on behalf of Buyer, shall, without Buyer’s written permission, be incorporated in, or used in connection with, goods furnished to others.
- TIME OF THE ESSENCE. Time is of the essence for this Purchase Order. The time for delivery shall not be extended beyond the date for delivery specified by Buyer, unless Buyer shall have agreed to an extension in writing. Delays in shipment shall be reported immediately by Seller to Buyer. In addition to any other rights and remedies Buyer may have under this Purchase Order or provided by law, if deliveries are not made at the time agreed upon, Buyer may cancel the contract in whole or in part and purchase comparable goods elsewhere, and hold Seller accountable for any additional costs arising from such cancellation and purchase and other damages incurred by Buyer as a result of Seller’s default. Title to and risk of loss of any Materials supplied by Seller under this Purchase Order shall remain with Seller until delivery of said Materials has been effected at the point of delivery stated in this Purchase Order.
- LIENS. If the use of Seller’s employees, subcontractors or others under Seller’s control at the plant where the Material is to be used or installed shall be involved, Seller will keep the Material and the premises on which the work is to be done free and clear of all liens for materials and labor incident to the performance of work hereunder or on behalf of Seller.
- INVOICES; SHIPMENTS. All Invoices and bills of lading, showing full routing, car numbers, lot numbers, size of each lot, ingredient code number and ingredient name (as applicable) etc. should be dated and mailed to Buyer at the location indicated on the face of an order and shall state Buyer’s purchase order number clearly on the invoice at the time of shipment. All carrier’s equipment shall be clean and in good repair. When applicable, Seller’s carrier must contact Buyer’s Receiving Department at Buyer’s location of destination at least 48 hours in advance of arrival for an unloading appointment.
- SELLER’S DOCUMENTATION. Seller shall have on file, at each plant producing ingredients and/or packaging material for Buyer, a copy of the applicable ingredient or Packaging Specifications and applicable Analytical Test Procedures, Microbiological Testing Methods and any other testing requirements necessary or advisable to assure compliance with applicable law as well as the criteria stated in the Specifications.
- TERMINATION.. (a) Buyer may terminate this Purchase Order, including without limitation canceling shipments of Material(s), in whole or in part at any time, upon notice to Seller which shall state the extent and effective date thereof. Upon receipt thereof, Seller will, as and to the extent so directed, stop work and/or shipment under this Purchase Order or any subcontracts hereunder and the placement of further subcontracts hereunder, and take any necessary action to protect property in Seller’s possession in which Buyer has or may acquire an interest. (b) If the parties cannot, by negotiation, agree within a reasonable time upon the amount of fair pro rata compensation to Seller upon such termination, Buyer will pay to Seller the following amounts without duplication: (1) The contract price for all Material(s) delivered in accordance herewith prior to the effective date of termination, and not previously paid for; and (2) The actual costs indicated by Seller which are properly allocable or apportionable under recognized commercial accounting practices to, and incurred solely in respect of, the terminated portion of this Purchase Order and which are not salvageable by Seller. Payment made under this subparagraph (b) shall in no event exceed the aggregate purchase price for the Material(s) less payment otherwise made or to be made. (c) With the consent of Buyer, Seller shall retain at an agreed price, or sell at an approved price, any Material(s) completed or in process the cost of which is allocable or apportionable to this Purchase Order under subparagraph (b)(2) above and shall credit or pay the amount so agreed or received as Buyer shall direct. If, and as directed by Buyer, Seller shall transfer title to and make delivery of any such Material(s) not so retained or sold. Proper pro-rata adjustments will be made for delivery costs or savings therein. (d) The provisions of this paragraph 15 shall not limit or affect the right of the Buyer to terminate this Purchase Order for the default of Seller in which case no further payments shall be due to seller following such termination. In the event any order is terminated as a result of Seller’s default, the Seller shall be liable for all damages allowed in law or equity, including the excess cost of procuring similar items
- While on Buyer’s premises, Seller, its subcontractors, agents and/or vendors shall comply with Buyer’s site specific regulations and shall ensure that all of its employees, subcontractors, agents, and/or vendors have a safe work environment. Seller is solely responsible for the safety of the employees of Seller, its subcontractors, agents and/or vendors and the means and methods utilized same in performing the services contemplated herein, and Seller agrees that Buyer shall have no such responsibility. In the event an employee of Seller, one of its subcontractors, agents or vendors are injured while on Buyer’s premises, Seller shall immediately notify Buyer of the time, nature, and severity of the injury and cooperate with Buyer and provide Buyer with information applicable to any investigation of such injury.
- All specifications, data and other information furnished by Buyer, or its agents, to Seller in connection with these Terms or any order hereunder remain the exclusive intellectual property of Buyer and shall be treated by the Seller as proprietary and shall not be disclosed or used without prior written approval of Buyer. In addition, the purchase of the Seller’s goods does not authorize the Seller to use the name of or make reference to Buyer for any purpose in any releases for public or private dissemination, nor shall the Seller divulge or use in any advertisement or publication any specifications, data, or other information pertaining to or relating to this usage without prior written approval of Buyer.
- REMEDIES. The remedies herein shall be cumulative and additional to all other remedies provided in law or equity. Buyer hereby notifies Seller that Buyer objects to and specifically rejects any attempt by Seller to limit or condition its liability for breach of damages arising out of its performance or non-performance of this Purchase Order. No waiver of a breach hereunder shall constitute a waiver of any other or further breach.
- GOVERNING LAW. These Terms, this Purchase Order, and the contract resulting herefrom, as well as any order hereunder, and the rights and obligations of the parties hereto, shall be (i) governed and construed in accordance with the laws of the State of Ohio without regard for its principles of conflicts of laws and (ii) shall not be assignable by Seller. Any action or proceeding against either party relating to this Purchase Order must be brought and enforced in the courts of the State of Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in respect of any such action or proceeding and waives any claim of forum non conveniens.
- MISCELLANEOUS. If this Purchase Order involves sale or delivery of articles, material or equipment, then Seller agrees to comply with Buyer’s General Condition-Sale and Delivery. If this Purchase Order involves construction, then Seller agrees to comply with Buyer’s General Condition-Contract Work. If this Purchase Order involves installation or service, then Seller agrees to comply with the Buyer’s General Condition-Installation & Service Personnel. If this Purchase Order involves performance of work on Buyer’s premises, then Seller agrees to comply with Buyer’s Safety Standard No. 9 and any additional safety standards designated by Buyer. Each of the documents referred to in this paragraph is available from Buyer upon written request. No waiver or amendment of any provision of this Purchase Order shall be effective unless in writing and signed by an authorized representative of Buyer. Buyer may transfer or assign the benefits of these Terms or any order hereunder, in whole or in part, including without limitation the Seller’s warranty, without the approval of Seller. The sections of these Terms that by their nature are intended to survive termination or expiration of these Terms will so survive, including without limitation, warranties, indemnities and confidentialit
PRIOR TO MAY 1, 2023
THESE PURCHASE ORDER TERMS AND CONDITIONS contain the limited warranty and terms and conditions that apply to your purchase of all products of every kind and description (the “Products”) from International Products Corporation and any of its subsidiaries and affiliates (“IPC”). You agree that these Purchase Order Terms and Conditions, together with your order information specifying product and quantities pertinent to your purchase, contain the entire agreement between you and IPC and supersede all agreements, express or implied, oral or written pertaining to the subject matter of your purchase order (including these Terms and Conditions). ANY TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE DOCUMENT, ORDER FORM OR OTHER CORRESPONDENCE FROM YOU TO IPC THAT ARE NOT EXPRESSLY STATED HEREIN, IN IPC’S STANDARD ORDER FORM OR IN IPC’S TERMS AND CONDITIONS OF USE OF ITS WEBSITE POSTED ON IPCOL.COM SHALL BE OF NO FORCE OR EFFECT, AND THESE TERMS AND CONDITIONS ARE ACCEPTED BY YOU WITHOUT ANY SUCH ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS.
- Order Subject to Acceptance; Terms of Shipment; Force Majeure.(a) No order shall be binding on IPC unless and until accepted by IPC. IPC reserves the right to reject any order for any reason. Once submitted to IPC, an order may not be changed or cancelled by you unless such change or cancellation is expressly agreed to by an authorized representative of IPC. Any such change or cancellation may be conditioned upon you paying a change or cancellation charge intended to compensate IPC for costs incurred, including, but not limited to storage and shipping costs, costs of producing non-standard catalog items, costs incurred in purchasing materials, change or cancellation costs imposed on IPC by its suppliers, disposal costs incurred in disposing of Products in accordance with law, and any other cost resulting from a change or cancellation of an order placed by you. If IPC is unable for any reason to fill your entire order for Products, IPC may allocate its supply among any or all purchasers on such basis as IPC deems convenient and practical, without liability for any failure of performance which may result from such determination. Conforming Products may not be returned for credit except with IPC’s prior agreement, and then only in strict compliance with IPC’s instructions. Any returned items may be subject to a restocking fee to be determined by IPC. Under no circumstances will IPC accept for return any customer special order products. Blanket (standard) Orders may be accepted by IPC on behalf of you under which Products will be shipped from time to time, pursuant to an agreed upon schedule. Once a Blanket Order has been accepted, however, you will not be permitted to cancel or change such Blanket Order without IPC’s prior agreement. All Blanket Orders will be invoiced according to the shipping schedule in place at the time of the order. IPC shall have the further right to cease shipping Products under any such Blanket Order and to require payment in advance at any time that IPC, in its sole discretion, determines that there is any doubt regarding the ability to collect on an invoice.(b) All Products are sold Ex Works IPC’s place of business in Burlington County, New Jersey, and risk of loss of the Products shall pass to you upon shipment from IPC’s door. IPC will ship collect on a freight carrier specified by you, or at your election IPC will ship and prepay the freight. In the latter case, IPC may select the method and routing of shipment and may in its discretion pay the shipper and charge your account for such expense. You shall be solely responsible for the costs of shipping and insurance.(c) IPC may make delivery of the Products specified on your order form in installments. Each installment shall be invoiced separately and payment therefor shall be due thirty (30) days from the date of each such invoice in accordance with the terms set forth in Paragraph 2 hereof. IPC may, at its option, delay delivery of future shipments until such time as there are no payments due.
(d) Any delivery date set forth on the purchase order is an estimate only, and delays in delivery shall not relieve you of your obligation to accept delivery of any shipment. If IPC is delayed in making any delivery, or you are delayed in taking any delivery, in each case in whole or in part, by reason of Force Majeure (as defined below), such delay shall be excused during the continuance of and to the extent of such Force Majeure. The party claiming Force Majeure shall promptly notify the other party of the termination of such cause. During the period that the performance by one of the parties of its obligations under these Terms and Conditions has been suspended by reason of an event of Force Majeure, the other party may likewise suspend the performance of all or part of its obligations hereunder to the extent that such suspension is commercially reasonable. Delivery shall be made and taken as soon as reasonably possible after the removal of such cause, and the time for performance of the purchase order subject to these Terms and Conditions shall be extended for a period equal to the duration of such cause, provided that if such delay exceeds six (6) months, either party may terminate your purchase order without liability to the other party, except for payments for Products specifically manufactured or in the process of being specifically manufactured for you by IPC or Products that have been shipped before IPC received notice of such termination, upon written notice to the other party.
(e) Force Majeure, as used in these Terms and Conditions, shall mean any of the following events or conditions, provided that such event or condition did not exist as of the date of your purchase order, was not reasonably foreseeable as of such date, is not reasonably within the control of either party and prevents, as a whole or in material part, the performance by a party of its obligations hereunder: acts of state or governmental action, orders, legislation, regulations, restrictions, priorities, or rationing, riots, disturbance, war (declared or undeclared), strikes, lockouts, slowdowns, prolonged shortage of energy supplies, interruption of transportation, embargo, inability to procure or shortage of supply materials, equipment or production facilities, delay of subcontractors or vendors, acts of nature (such as fire, tornadoes, earthquake, flood, hurricane, typhoon, and the like), explosion and accident.
- Terms of Payment; Interest on Late Payments. Orders placed through IPC’s website by new customers must be paid by credit card at the time of the order; the same credit card may be charged for shipping and insurance charges at the time of shipment. For existing customers who have established credit with IPC and have used the applicable customer identification in placing their orders (including on-line orders), all payments are due in full within thirty (30) days of the date of invoicing, which shall be the date of shipment and are payable only at IPC’s place of business in Burlington, New Jersey. You will receive a one percent (1%) discount for all payments received by IPC within ten (10) days of the date of invoice. No salesman is authorized to accept payment on behalf of IPC. Any amounts remaining unpaid when due may be subject to an interest charge up to the maximum interest rate permitted by law and failure to pay any amount when due shall, in addition to all other rights and remedies available to IPC, permit IPC to suspend any further deliveries of the Products to you until such default is corrected. On accounts placed for collection, you agree to pay all costs of collection, including reasonable attorneys’ fees. All invoices of IPC shall be deemed to be correct unless a written claim is made by you and received by IPC within fifteen (15) days of the date of invoice.
- Limited Warranty; Inspection of Products upon Receipt. IPC warrants that the Products you are purchasing hereunder meet IPC’s specifications. It is your responsibility to examine the Products when you receive them. If you believe that any or all of the Products are missing or do not meet IPC’s specifications in any way, IPC will, at IPC’s option, either issue credit for or replace the missing or defective Products, subject to the following conditions; provided however, that if IPC does not agree with your determination that the Products fail to meet IPC’s specifications, then after reasonable efforts to resolve the disagreement, either party may submit the dispute to arbitration in accordance with Paragraph 11 of these Terms and Conditions:(a) IPC must be notified in writing of any such claims within thirty (30) days after you receive the Products. Any Products that are not rejected by you within thirty (30) days and any Products that have been used by you in any way (other than for purposes of verifying conformity to IPC specifications) shall be deemed to have been accepted by you. IPC also must be given the opportunity, for a reasonable time, to examine and test any Products you believe to be defective;(b) IPC will pay for all return shipping costs incurred in shipping back to us non-conforming Products if the Products are shipped in accordance with our shipping instructions after you receive express authorization from IPC to ship some or all of the Products back to IPC. Under no circumstances will IPC be responsible for the cost of (or any loss relating to) shipping the Products back to IPC if IPC has not expressly authorized such re-shipment or if you do not comply with IPC’s shipping instructions; if upon inspection the Products are found to be conforming, you will bear all expense associated with examination, testing, shipping and return of such Products;(c) The Products, when received by us, must be in as good a condition as when you received them;
(d) Only standard Products, regularly maintained in our stocks, can be returned for credit;
(e) No claim for credit shall be greater in amount than the purchase price of the Product;
(f) IPC makes no warranties in respect of remote purchasers. Only you, as the immediate purchaser, are entitled to exercise remedies against IPC and you may not assign this limited warranty or any other rights against IPC to your customers or any other party. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU SHALL PUT YOUR CUSTOMERS OR OTHER REMOTE PURCHASERS ON NOTICE PRIOR TO YOUR ENTERING INTO ANY TRANSACTION WITH THEM PERTAINING TO THE PRODUCTS OF THIS LIMITATION OF IPC’S RESPONSIBILITY, AND IPC IS NOT RESPONSIBLE FOR YOUR (OR ANY OTHER PARTY’S) CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS. YOU SHALL INDEMNIFY AND HOLD IPC HARMLESS FOR YOUR FAILURE TO COMPLY WITH THIS REQUIREMENT; and
(g) You agree that the foregoing agreement to replace or issue credit for defective Products is in full satisfaction for and liquidation of any damages that you may have as a result of defective Products.
- Sole Remedies; Disclaimer of Other Warranties or Liabilities. The remedies stated above are available only to you as the immediate purchaser and to no other parties and are the only remedies available for failure of the Products to conform to IPC’s specifications and there are no other warranties or remedies available with respect to the Products. IPC’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR PURCHASE ORDER FOR NEGLIGENCE, BREACH OF CONTRACT, WARRANTY OR STATUTORY DUTY OR OTHER TORT SHALL NOT EXCEED THE SALE PRICE OF THE RELEVANT DELIVERY OF PRODUCTS, IF DELIVERED, OR, IF LIABILITY ARISES FROM A FAILURE TO DELIVER, THE SALE PRICE OF PRODUCTS HAD THEY BEEN DELIVERED. IPC SHALL NOT BE LIABLE FOR LOSS OF PRODUCTION, USE, PROFIT, BUSINESS, GOODWILL OR REPUTATION OR FOR BUSINESS INTERRUPTION, WASTED EXPENDITURE OR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES OF ANY KIND, WHETHER SUFFERED OR CLAIMED BY YOU OR ANY THIRD PARTY. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE EXPRESS DESCRIPTION IN THESE TERMS AND CONDITIONS. THE LIMITED WARRANTY SET FORTH IN PARAGRAPH 3 OF THESE TERMS AND CONDITIONS IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, IPC HEREBY DISCLAIMS LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCT. THE DURATION OF ANY IMPLIED WARRANTY WHICH MIGHT EXIST BY OPERATION OF LAW SHALL BE LIMITED TO SIX (6) MONTHS FROM THE DATE OF DELIVERY BY IPC. No statement or recommendation IPC makes, or assistance IPC gives to you, your representatives, or your customers in connection with your use of our Products will be considered a waiver of any of these provisions or affect IPC’s liability as outlined above. You assume all risk of liability for the results obtained by using the Products in combination with all other substances.
- Taxes. Any liabilities (federal, state, local or foreign) for taxes imposed on or measured by the income to IPC resulting from the sale of the Products to you shall be payable by IPC. You shall be liable for all other taxes, duties and governmental charges of every kind and description (federal, state, local or foreign) relating to your purchase or use of the Products, including but not limited to all applicable sales and use taxes.
- Time Period to Commence Actions. ANY ACTION OR CLAIM AGAINST IPC ARISING OUT OF YOUR PURCHASE ORDER, THESE TERMS AND CONDITIONS AND/ OR ANY SALES HEREUNDER, OR BY REASON OF ANY FEDERAL OR STATE STATUTORY PROVISION RELATING HERETO, SHALL BE COMMENCED WITHIN ONE YEAR FROM THE DATE SUCH CAUSE OF ACTION FIRST ARISES; OTHERWISE, UNLESS APPLICABLE LAW EXPRESSLY PROHIBITS SUCH RESTRICTION OF THE TIME FOR CLAIMS, SUCH ACTION OR CLAIM SHALL BE ABSOLUTELY BARRED, NOTWITHSTANDING ANY STATUTORY OR COMMON LAW PERIOD OF LIMITATIONS TO THE CONTRARY.
- Indemnification. You agree to indemnify and hold IPC harmless from and against any and all costs, expenses, liabilities, claims, damages or fees (including reasonable attorneys’ fees) arising from or in any way related to the use, sale or manufacture of the Products, other than IPC’s failure to manufacture such Products in accordance with our specifications.
- Measurements. IPC shall measure, sample and test Products in its customary manner to determine the quantity and quality of Products shipped. The result of such measurement, sampling and testing shall be treated, in the absence of fraud or manifest error, as conclusive and binding as to the quantity and quality of Products loaded.
- Intellectual Property Rights. IPC is the sole and exclusive owner of the names and trademarks LF2100®, Micro-90®, Micro®, P-80®, Surface-Cleanse / 930®, Zymit®, and any and all of IPC’s trademarks and trade names, trade logos and trade dress (collectively, the “Trademarks”) appearing on, attached to or described in the Products, and you acknowledge and agree that you are not acquiring any rights or interests whatsoever to these Trademarks by virtue of your purchase of the Products. IPC makes no warranty or representation that the use or sale of the Products, whether alone or in combination with other products, will not infringe the claims of any letters patent, trademarks, registered designs or other proprietary rights of any party and you assume all risks associated therewith.
- Compliance with Laws and Regulations. You must comply with all applicable laws related to your use, possession, sale or distribution of Products including but not limited to export laws and regulations of the United States and other applicable countries if you export the Products outside of the United States. You also agree that you may not re-bottle, re-label remove any labels or otherwise repackage any Products under IPC’s name or trademarks without IPC’s prior written consent.
- Dispute Resolution. Except where equitable relief is appropriate, any and all disputes, controversies, claims and differences arising out of or relating to your purchase order, these Terms and Conditions, or any breach thereof, which cannot be settled through correspondence and mutual consultation of the parties hereto shall be finally settled by arbitration in accordance with the Rules of the American Arbitration Association (“AAA”), as then in effect. Each party shall select an arbitrator and such arbitrator shall jointly select a third arbitrator, or if they cannot agree, the AAA shall select a third arbitrator. If any party does not select an arbitrator within twenty (20) days after service of the notice of demand for arbitration, then the AAA shall select such party’s arbitrator. Arbitration proceedings shall be held in Burlington County, New Jersey. The decision of a majority of the arbitrators shall be final and binding upon the parties hereto, shall not be subject to appeal and shall deal with the questions of costs of the arbitration and all matters related thereto. The party in whose favor an award or decision is rendered by the arbitrator shall have the right to enter judgment on such award or decision in any court having jurisdiction thereof, or shall have the right to apply to such court for a judicial recognition of the arbitration award or an order of enforcement thereof, as the case may be. This agreement to arbitrate shall be specifically enforceable by the parties, and they confirm that they intend that all disputes, controversies, or claims of any kind shall be arbitrated.
- Venue and Jurisdiction. In the event of any dispute arising under your purchase order (including these Terms and Conditions) that is not within the arbitration provisions of Paragraph 11, or for which resort to the courts becomes necessary, IPC and you each agree that personal jurisdiction and venue in any such legal proceedings shall be exclusively in either the United States District Court for the District of New Jersey or the Superior Court of the State of New Jersey, Burlington County. The parties expressly acknowledge and agree that the provisions of this Paragraph 12 do not supersede or in any way modify the terms of Paragraph 11 hereof.
- Governing Law. Your purchase order (including these Terms and Conditions) is governed by, as applicable, the federal laws of the United States of America and the laws of the state of New Jersey, without giving effect to its conflict of laws principles.
- Severability. If any provision contained in these Terms and Conditions is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions of these Terms and Conditions.
- Assignment. These Terms and Conditions are not assignable by you, or by operation of law, except with the written consent of IPC.
- Notices. If you want to contact IPC by mail, use this address:
International Products Corporation
201 Connecticut Drive
Burlington, NJ 08016-4105
Attention: Order Department
If we want to contact you by mail, we will use the address provided on your web form or purchase order.Any party may change the address to which it desires to receive notices under these Terms and Conditions by giving notice to the other party in accordance with the above provisions or as set forth on IPC’s Terms and Conditions of Use of its Website.
- Course of Dealing. No course of dealing or usage of trade shall vary the terms and conditions of your purchase order (including these Terms and Conditions).
- Amendment. No addition to or waiver or modification of any provision of these Terms and Conditions shall be binding unless in writing and signed by a duly authorized representative of each party. Without limiting the generality of the foregoing, no modification or amendment shall be effected by or result from the receipt, acceptance, signing or acknowledgment of any party’s purchase orders, order acknowledgments, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in these Terms and Conditions.