All orders are accepted and shipped strictly subject to these general terms and conditions, no additional or different terms or conditions stated by buyer shall be applicable, unless agreed to in writing by an authorized representative of American Elements div. of Merelex Corporation ("MC").
Pricing And Order Quantities
Prices are subject to change without notice. Listed prices do not include taxes. All prices listed are FOB MC. A shipping and handling fee may be added to each shipment. Quotations are effective for thirty (30) days from the date of quotation. MC reserves the right to change prices at time of order due to changing material market conditions. MC reserves the right to ship excess or deficiency (+/- 5%) on materials ordered.
All quotations are subject to written confirmation of customers purchase order. No contract is created and MC has no obligations hereunder until such written confirmation is issued by MC.
Shipment Method and Terms
MC reserves the right to alter shipping instructions for hazardous materials covered by the United States Department of Transportation. In the absence of shipping instruction, materials will be shipped by whatever method MC deems appropriate. MC shall not be liable for any delay in, or failure of, its performance of any of its obligations under this Agreement if such delay or failure is caused by events beyond its reasonable control, including but not limited to any acts of God, governmental embargoes, military action, civil disorder, acts of terrorism, fires, floods, vandalism, or the acts of third party suppliers, transporters and/or energy providers. In no event shall MC be liable for consequential or other damages for any delay. The material is at the risk of buyer after delivery to carrier. All risk for shortage, loss, delay or damage in transit should be borne by buyer.
Payment and Impairment of Credit
Payment due dates are specified in MC's quotation and invoice. The net days is counted from the date of invoice, the buyer may be charged interest for over due payments at the rate of 18% per annum on any outstanding balance. The buyer shall reimburse MC, upon demand, for any costs of collection incurred by MC, including reasonable attorneys' fee. If buyer is or becomes insolvent, or is unable to pay its debts as they mature, or files or has files against it a bankruptcy, insolvency, or if MC in good faith doubts the ability of buyer to pay, MC may demand cash payment in advance before shipments are made.
Any manufacturer's, retailer's, occupation, use, sales, or excise tax, duty, custom, inspection, or testing fee or any other tax, fee, or charge of any nature imposed by any government authority on or measured by any transaction between MC and the buyer shall be paid by the buyer in addition to the contract price as quoted or invoiced, unless MC specifically states that such taxes or charges are included in the contract price or unless at the time the order is submitted the buyer provides MC an acceptable certificate exempting MC from any such tax, fee or charge, the buyer shall reimburse MC therefore upon demand.
Material Safety Data Sheet
Only the first shipment of a material by MC will be accompanied by a materials safety data sheet (MSDS). The MSDS is provided in compliance with OSHA. This MSDS is prepared by MC's technical staff based upon the best of their knowledge and is offered solely for buyer's information, consideration, and investigation. MC provides no warranties, either express or implied, and assumes no responsibility for the accuracy or completeness of the data contained therein. It is the obligation of the customer to notify MC if it misplaces the product(s) MSDS.
MC warrants to the buyer, for a period of thirty (30) days after the materials are received by buyer, that its products meet the specifications expressly defined in writing as defined in its catalog, certificates of analyses, or written proposals prepared by and authorized by MC's representative. MC does not guarantee any end-use results for any of its products. All claims for errors, defects, or damaged materials against MC must be made by the buyer in writing within 30 days of buyer's receipt of the materials in question. Any claims not satisfying this condition shall be deemed waived. The obligations of MC under this warranty shall be limited to replacing such claimed materials or allowing credit at MC’s option, provided the buyer gives MC prompt notice of the defects during the warranty period, and, if required by MC, returns the materials to MC. No claim will be allowed by MC for any materials claimed by the buyer to be defective or unsuitable unless MC is permitted to examine the product(s) before use or processing by the buyer. All errors, defects, or damaged materials claimed by buyer must be confirmed by MC's inspection. Buyer's exclusive remedy, for any cause or claim whatsoever, including but not limited to alleged breach of warranty, product liability, negligence, or otherwise, shall be for money damages in an amount not to exceed the purchase price paid by the buyer for the product(s) in respect to which the claim is made. In no event shall MC be liable for special, incidental or consequential damages, whether buyer's claim in contract, negligence, strict liability or otherwise. In consideration of the sale of the product(s) to the buyer, which sales MC would not otherwise make, buyer agrees to indemnify and hold MC harmless from all claims, expenses, losses and liability of any nature whatsoever arising out of the buyer's handling and/or use of the product(s). In the event of any action to enforce the terms of this contract, the prevailing party shall be entitled to reimbursement of its attorneys’ fees and reasonable court costs. Venue for any action related to this sale shall be Los Angeles, California.