Prices. All prices published by us or quoted by our representatives may be changed at any time without notice. Written quotations expire automatically 30 days from the date issued and are subject to change or termination by notice prior to your acceptance during that period. All prices will be as specified by us or, if no price has been specified or quoted, will be our price in effect at the time of delivery. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements, or other terms or conditions which are not part of our original price quotation.
Taxes. All prices are exclusive of all excise, sales, use, transfer, value added tax (VAT) or any similar or other tax, duty, fee, tariff or other charge imposed with respect to the products or their sale by national, federal, state, provincial, municipal or other governmental authority, all of which taxes must be paid by you. You are responsible for obtaining and providing to us any certificate of exemption or similar document required to exempt any sale from tax liability.
Terms of Payment. Payment terms are net 30 days from date of invoice. We may change payment terms at any time or revoke any credit previously extended. Overdue payments are subject to finance charges of the lower of 1½% per month or the maximum interest rate allowed by law. In the event of default in payment of any sums due, you agree to pay the unpaid balance together with finance charges and all costs of collection including reasonable attorney’s fees. Unless otherwise stated on the invoice all payments and interest are payable in U.S. Dollars. If at any time you have not paid all amounts due, other than amounts disputed in good faith, then without prejudice to any other rights and remedies available to us, we may suspend our performance under this Agreement.
Packaging and Deliveries. All shipments are F.O.B. Portland, Maine. We will not assume any liability in connection with shipment nor constitute any carrier as our agent. All products must be inspected for damage upon receipt by the customer. If the shipment is signed for by the customer with no indication of damage, ClearH2O will not replace the product or issue a refund for damage. Any damage discovered must be indicated by signature on the BOL and communicated to us within twenty-four hours, with accompanying photos featuring damage, Lot# and case count for each of the cases damaged. We reserve the right to ship products in any order and to make partial shipments. We reserve the right to stop delivery of products in transit and to withhold shipments in whole or in part if you fail to make payment to us when due or otherwise fail to perform your obligations hereunder. All shipping dates are approximate only.
Returns. All sales are final. To ensure strict biosecurity compliance, ClearH2O cannot accept any returned goods back into our inventory, and we cannot authorize transfer or resale of product between customers. In the rare event, authorization for credit were approved, customer would be responsible for secure disposal. All claims for shortages, damage, defects or other non-conformities to the order must be made in writing within 24 hours after receipt by you. Photos are required of the damaged goods and must include images of the product case indicating product name, product code, lot number, expiration dating, etc. and must accompany any written notification. Failure to notify us in writing of any claims within 24 hours after receipt of product shall constitute an irrevocable acceptance of the goods and an admission by you that the goods comply fully with all terms, conditions and specifications of the corresponding order.
Specifications. All products are subject to our standard tolerances for specifications. We reserve the right to make substitutions and modifications in the specifications of any products, provided that such substitutions or modifications do not materially affect the performance of the products for which they can be sold.
Limited Warranty. The benefit of this limited warranty extends to you only if you are the end-user of new products purchased directly by you from us or from our authorized distributors. Our limited warranty is not applicable to any person or entity other than you. We warrant our products to conform to our published specifications, when stored under conditions specified by us and given normal, proper and intended usage, until the expiration of their stated shelf life or, if none is stated, for the greater of one year after delivery to you or as stated on your order form/sales receipt. We only warrant the performance of our products when used in accordance with our product instructions. We do not assume, nor do we authorize any employee, agent, distributor or other person to assume for us, any other liability in connection with our products. If you qualify as a “consumer” under applicable law, then you may be entitled to any implied warranties allowable by law, limited to the period of the express warranties and the remedies set forth in this limited warranty. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you. Disclaimer of Additional Warranties: EXCEPT AS STATED IN THE LIMITED WARRANTY (ABOVE), WE DISCLAIM ALL REPRESENTATIONS AND ADDITIONAL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OUR MAXIMUM LIABILITY ARISING OUT OF THE SALE OF THE PRODUCTS OR THEIR USE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL PAYMENTS RECEIVED BY US IN CONNECTION THEREWITH. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ALLEGED LOSS OF PROFITS
Assignment. You may not delegate any duties nor assign any rights or claims hereunder without our prior written consent, and any such attempted delegation or assignment shall be void.
Governing Law; Venue; Waiver of Jury Trial. Our respective rights and duties with respect to these Terms and Conditions are governed by and shall be interpreted and enforced in accordance with the laws of Maine without giving effect to the principles of the conflict of laws thereof. Any legal actions relating to this Agreement must be brought in the court of appropriate jurisdiction in the State of Maine which shall have exclusive jurisdiction (except that we may bring an action for an injunction or similar equitable relief against you in any proper jurisdiction), and you hereby waive any claim of lack of jurisdiction or inconvenient forum. YOU AND WE WAIVE TRIAL BY JURY IN ANY LEGAL ACTION BY OR AGAINST US IN SUCH LEGAL ACTIONS. We each further waive any claims against the other for multiple, punitive or exemplary damages in any legal actions relating to this Agreement. The prevailing party in any such legal actions shall be entitled to an award of its reasonable legal fees and costs.
Force Majeure. In the event that we are prevented from performing, or are unable to perform, any of our obligations hereunder on account of strikes, shortage, riots, insurrection, fire, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond our reasonable control, and if we have used reasonable efforts to avoid such occurrence and minimize its duration and have given you prompt written notice, then our failure to perform shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
Severability; Remedies; Waiver. In the event that any one or more provisions contained herein (other than provisions obligating you to pay us for the products) shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, and we will replace such invalid, illegal or unenforceable term or provision with an enforceable and valid arrangement which, in its economic effect, shall be as close as possible to the invalid, illegal or unenforceable term or provision. The remedies contained herein are cumulative and in addition to any other remedies at law or equity. Our failure to enforce, or out waiver of a breach of, any provision contained herein shall not constitute a waiver of any other breach or such provision.
Acceptance. Our fulfillment of your order and your acceptance of delivery constitute mutual acceptance of these Terms and Conditions with the intention that they shall be legally binding.
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