STANDARD TERMS AND CONDITIONS OF SALE
1. Accounts: If Buyer registers on this Site, Seller will establish an account for Buyer and Buyer will be required to create a user name and password. Buyer agrees that Buyer will not misuse or abuse account access and passwords. Buyer also agrees that only Buyer will use Buyer’s account and that Buyer will take all reasonable precautions to protect Buyer’s account against unauthorized use. Buyer will be fully responsible for any activity on Buyer’s account, whether authorized or unauthorized.
2. Capacity to Contract: If Buyer is an individual, Buyer represents to Seller that Buyer is of the legal age of majority in the country, state or province of Buyer’s residence (e.g., at least 19 years old if Buyer is a resident of Alabama or Nebraska, 21 years old if Buyer is a resident of Mississippi, or 18 years old if Buyer is a resident of any other jurisdiction in the United States).
3. Personal Data: Whether Buyer is registering on this Site or ordering a Product on this Site, Buyer must provide true, accurate and complete information about Buyer as prompted by the registration/order/return form, including without limitation, Buyer’s name, address, e-mail address, telephone number and credit/debit card information, as applicable (collectively, “Personal Data”). Buyer must maintain and promptly update Buyer’s Personal Data to keep it true, accurate, current and complete. If Seller has reasonable grounds to suspect that any part of Buyer’s Personal Data is untrue, inaccurate or incomplete, Seller has the right to suspend or terminate Buyer’s account or purchase/return order. Buyer acknowledges that Seller may send Buyer important information and notices regarding Buyer’s account or purchase by e-mail, and that Seller shall have no liability associated with or arising from Buyer’s failure to maintain accurate Personal Data.
5. Typographical Errors: In the event a Product is listed at an incorrect price or with incorrect information due to typographical error, or error in pricing or Product information, Seller shall have the right to refuse or cancel any orders placed for Products listed at the incorrect price. Seller shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and Buyer’s credit/debit card has been charged. If Buyer’s credit/debit card has already been charged for the purchase and Buyer’s order is canceled, Seller shall immediately issue a credit to Buyer’s credit/debit card account in the amount of the charge.
6. Feedback: Seller welcomes all comments, feedback, information or materials which Buyer submits to Seller through or in conjunction with Buyer’s use of any of the features or order/return features available on this Site ("Feedback"). Please note that Buyer’s Feedback shall be considered non-confidential and become Seller’s property. By submitting Buyer’s Feedback to Seller, Buyer agrees to a no charge assignment to Seller of all right, title and interest in copyrights and other intellectual property rights on a worldwide basis to Buyer’s Feedback. Seller shall be free to use Buyer’s Feedback on an unrestricted basis.
7. Product Availability: Although availability may be indicated on this Site, Seller cannot guarantee Product availability and Products may not be available for immediate delivery. Seller reserves the right, without liability or prior notice, to revise, discontinue or cease to make available any or all Products or to cancel any order. If there is any revision, discontinuance or cessation, Seller may, in Seller’s discretion, ship Products which have substantially similar functionality and specifications to the Products ordered, or cancel Buyer’s order.
8. Order Acceptance: Seller’s offers on this Site represent a non-binding invitation to any Buyer located in the continental United States to order goods from Seller. Seller will only accept purchase orders from Buyers having a mailing address located within the continental United States and Canada. Buyer’s receipt of an electronic or other form of order confirmation does not signify Seller’s acceptance of Buyer’s order, nor does it constitute confirmation of the order or Seller’s offer to sell. Seller reserves the right, without prior notification, to accept or decline Buyer’s order or limit the order quantity for any reason. Seller may require, at Seller’s option, that any order placed over certain dollar amounts receive Seller’s pre-approval. Seller may also require additional verification or information before accepting any order. An order is deemed accepted upon Buyer’s acceptance of Seller's standard terms and conditions during the check out process and Seller will charge Buyer’s credit/debit card upon such acceptance. Buyer may place a credit hold for the amount of any order at the time the order is placed but prior to shipment. If any government action, order or request prevents Seller from adjusting or continuing in effect the price stated in this Contract, Seller shall have the right to cancel this Contract with respect to all or a portion of Product deliverable thereunder, without any liability whatsoever. Buyer agrees that Buyer is purchasing the Product solely for its own use and not for any resale.
9. PAYMENT: Unless otherwise noted, payment must be made to Seller’s account immediately and in full upon receipt of the order confirmation; otherwise the goods will not be prepared for shipping. Terms of payment shall be determined in Seller’s discretion and as otherwise agreed to by Seller. Payment shall be made by a credit/debit card or some other pre-arranged method of payment acceptable to Seller. If Buyer pays by credit/debit card and the transaction is successful, the entry on the credit card statement appears as "Acrylite Onlineshop". Where payment is made by credit/debit card, such payment is subject to the approval of the financial institution issuing the credit/debit card, and Seller shall not be liable in any way if such financial institution refuses to accept or honor the credit/debit card for any reason. Each delivery of Product is a separate and independent transaction, and payment for each delivery shall be made accordingly. All payments are to be made in full and are not subject to set-off, recoupment, abatement, counter-claim or any other adjustment.
10. cancellation AND RETURNS policy: All cut-to-size products ordered are made exclusively for Buyer according to measurements and other specifications that Buyer has chosen from Seller’s product range, and are tailored to the specific requirements of the customer. As such, Buyer has no right to cancel any order for such products. Except in the event of a breach by Seller of Paragraph 19 below, Seller does not accept any Product returns and all sales are final; provided, however, that in the event of a breach of Paragraph 19 below, Seller may elect to replace any non-conforming Product and refuse to accept any return.
11. Prices, Shipping and Handling Charges:All prices quoted by Seller are valid only for customers and delivery addresses within the continental United States and Canada. If this Site is updated, all previously quoted prices and other information on goods and services becomes invalid, provided that prices shall not change for an order once it has been made and an order confirmation has been sent. Prices do not include sales, use, excise, or other similar taxes or governmental charges, and all such present and future taxes and charges will be paid by Buyer. Unless otherwise noted, shipping, handling, customs, duties and taxes (as applicable) will be shown as additional charges on the invoice. For administrative reasons, commercial customers will be required to pay taxes in certain states even if such customers would otherwise be exempt.
For Collect Shipments, orders will ship within two to three business days from Sanford, ME. Some exceptions may apply. Multiple packages may be shipped depending on the size and contents of your order. Typos, missing and /or incorrect information (i.e. courier name, account number and delivery method) may result in processing and / or shipment delays. Orders will ship only after a valid FedEx or UPS account number is provided. If a valid courier account is not provided, an additional transaction must be made to cover the shipping charges. In the event that a valid account is not provided and a separate payment for the shipping costs cannot be made, the order cannot be cancelled. No refunds will be made for the cost of the material. All express and priority shipment methods apply after your order has been processed in our facility. Full size sheet orders and some larger cut-to-size orders will require a FedEx or UPS Freight account number. These can be identified during the shipment method selection as the Freight Shipment and Charge My Shipping Account will be the only delivery options. Only a FedEx FREIGHT or UPS FREIGHT account number will be accepted. Any additional shipping and/or delivery fees associated with the order will be charged to the account number provided. These can include duties, taxes and brokerage fees for international shipments.
12. Sales and Other Taxes: Seller is obligated to charge sales tax for Products delivered within certain states of the United States and all such taxes shall be automatically charged and withheld by Seller.
13. Termination of Usage: Seller may terminate or suspend Buyer’s account or Buyer’s access to or use of any ordering or return features of this Site, without notice, for any conduct that Seller believes is disruptive to this Site or is in violation of any applicable law or these E-Commerce Terms.
14. DELIVERY: Delivery to Buyer of Product, and corresponding transfer of title and of all risk of loss, shall occur upon Seller’s loading of Product onto the carrier selected by Seller at Seller’s plant in Sanford, Maine or another mutually designated facility (the “Delivery Point”). All delivery costs shall be the sole responsibility of Buyer. Delivery dates, where stated, are approximate. Buyer grants Seller a purchase money security interest in all Product delivered hereunder until full payment therefor has been received by Seller, and shall execute such related documents as reasonably requested by Seller. Seller reserves the right to pack the Product otherwise than as specified by Buyer but otherwise in a commercially reasonable manner. Seller’s weights shall govern, absent manifest error. Seller shall not have any liability whatsoever for damage to the Product in transit, and Buyer’s sole remedy in such event shall be to pursue a claim against the carrier.
15. rESERVATION OF PROPRIETARY RIGHTS: The Products ordered remain Seller’s property until full and final payment is received and delivery is made. No pledging, assignment as collateral, processing, assembly, or other utilization of the Products without Seller’s explicit consent is permitted before transfer of ownership.
16. RETURNABLE CONTAINERS: Except as provided below, returnable containers, if any, shall remain the property of Seller. Buyer shall pay a deposit fee, per container, to be determined from time to time by Seller. Upon Buyer returning such container, freight prepaid, within ninety (90) days from the date of invoice, in good and fully reusable condition, properly cleaned and without any residue of Product or any other materials, such deposit will be returned. If any returnable container is not so returned, title and all responsibility with respect to such container shall be deemed to have been transferred to Buyer at the Delivery Point, and the deposit fee shall be nonrefundable and shall be retained by Seller.
17. EXCUSED NON-PERFORMANCE:
(a) Seller shall not be liable for breach of any obligation directly or indirectly attributable to circumstances beyond Seller’s reasonable control. Such circumstances include, but are not limited to, acts of God, acts of Buyer, war, riots, accident, fires, explosions, floods, sabotage, terrorism, governmental laws, regulations, orders or action, national defense or security requirements, acts or failure to act of its suppliers or other third parties, natural disaster, weather conditions, or shortages of or inability to obtain (as and when required and upon Seller’s usual terms and from its usual sources of supply) suitable or sufficient energy, labor, machinery, facilities, raw materials, transportation, supplies or other resources or services. Labor difficulties, strike, lockout or injunction shall be conclusively presumed to be beyond Seller’s reasonable control, and accordingly within the meaning and intent of this Paragraph 17. All or some of the quantities of Product deliverable under this Contract, or other performance by, Seller that is affected by this Paragraph 17 may, in the sole and absolute discretion of Seller, be eliminated and/or suspended from the operation of this Contract (with the elimination and/or suspension of Buyer’s corresponding obligations), but such Contract shall remain otherwise unaffected.
(b) In the event of inability for any reason to supply the quantity of Product stated in this Contract, Seller may, without any liability, allocate its available supply among any or all purchasers, as well as itself and its affiliates, in any manner it chooses.
(c) Seller shall have the right, without any liability, to discontinue all or any of its performance obligations under this Contract if, in its sole and exclusive good faith opinion, the manufacture, export, import, sale and/or use of the Product, or of any related component or process, by it or any of its affiliates may infringe any patent or intellectual property right.
18. PRODUCT SAFETY: BUYER WARRANTS AND AGREES TO TRANSPORT, STORE, HANDLE, USE, DISPOSE OF AND OTHERWISE DEAL WITH PRODUCT SAFELY AND IN STRICT COMPLIANCE WITH ALL LAWS AND REGULATIONS AND ALL APPLICABLE STANDARDS OF CARE, INCLUDING IN A MANNER NO LESS STRINGENT THAN AS SET FORTH IN SELLER’S LABELS, MATERIAL SAFETY DATA SHEETS AND OTHER SAFETY AND HEALTH INFORMATION. Seller does not warrant the safety of the Product or its use, whether alone or in combination with any other substance or in any process. Buyer assumes all responsibility for warning its employees, customers and independent contractors of any hazards associated with the Product. Buyer agrees to indemnify, defend and hold Seller harmless from any liability of whatever nature caused in whole or in part by Buyer’s failure to comply with this Contract.
19. WARRANTY: SELLER MAKES NO WARRANTY OF, AND SHALL HAVE NO LIABILITY FOR, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF SELLER IS AWARE OF SUCH PURPOSE) OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, OTHER THAN THAT THE PRODUCT, UPON DELIVERY TO BUYER AT THE DELIVERY POINT SHALL MEET THE SPECIFICATIONS UNDER THIS CONTRACT. NO OTHER WARRANTY OR LIABILITY, EXPRESS OR IMPLIED, AND WHETHER ARISING BY OPERATION OF LAW OR CUSTOM, SHALL APPLY. Buyer agrees to inspect the Product immediately upon such delivery and to give notice in writing to Seller of any claim within thirty (30) days of such delivery. Failure to give notice in writing as aforesaid within the specified time constitutes an unqualified acceptance of the Product and a waiver of all claims with respect thereto.
20. LIABILITY: Seller's liability under this Contract shall be limited to the purchase price of the Product supplied (or to have been supplied) hereunder in respect of which damages are claimed. All technical or other advice by Seller, whether or not at Buyer’s request, with respect to the Product, its processing, further manufacture, other use or resale or otherwise, is given gratis by Seller and Seller shall not be liable for, and Buyer assumes all risk of, such advice and the results thereof. OTHER THAN AS SET FORTH IN THIS PARAGRAPH 16, SELLER SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, AND REGARDLESS WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. Upon satisfactory proof of claim by Buyer, and as Buyer’s exclusive remedy, Seller will, within a reasonable time, supply Buyer with replacement Product of the same or equivalent type, free of charge, freight prepaid or, at Seller's option, refund the purchase price for the Product upon return of the Product or other delivered material, or the unused portion thereof. Buyer charges for replacements and returns for credit will not be allowed unless authorized by Seller in writing.
21. LIMITATIONS OF ACTIONS: Except as otherwise provided in Paragraph 19 above, the right to commence a legal action arising out of or in connection with this Contract or the Product expires one (1) year after the cause of action has accrued. Failure by Buyer to give written notice of a cause of action within such time period shall constitute a complete defense for Seller against all such actions.
22. MANUFACTURING DEVICES AND CONFIDENTIAL INFORMATION: All manufacturing devices, designs, formulas, data, or other technical information of Seller or any of its affiliates relating to this Contract will remain Seller's or its affiliates’ confidential property, and Buyer shall not have any rights thereto, nor any rights to disclose such items or information to any third party. Nothing in this Contract shall be construed (by implication, estoppel or otherwise) as granting, or as an undertaking by Seller to subsequently grant, to Buyer any license, right, title or interest in or to any present or future patent, patent application, know-how, copyright, trademark, trade secret or other proprietary right.
23. BUYER’S CREDIT/COLLECTION: Seller reserves the right, among other remedies, either to terminate this Contract or to suspend further deliveries under it in the event Buyer fails to pay for any one delivery when payment is due. Should Buyer's credit standing become unsatisfactory to Seller, in its sole and exclusive judgment, advanced cash payments or satisfactory security may be required by Seller for future deliveries and for Product(s) theretofore delivered. Buyer shall be responsible for the payment of reasonable attorneys’ fees and related costs and expenses incurred by Seller in (a) any claim or action by Seller to enforce this Contract, and (b) successfully defending any claim or action by Buyer.
24. COMPLIANCE WITH LAWS: Buyer agrees to comply with all applicable laws, statutes, ordinances and regulations regarding Buyer’s use of the purchase or return features of this Site. Buyer warrants that it will not export or re-export any Product, other material, or information of Seller or its affiliates, in violation of export-control or other customs laws or regulations. Seller may, in Seller’s sole discretion, report actual or perceived violations to law enforcement or appropriate authorities. If Seller becomes aware, through a complaint or otherwise, of any potential or suspected violation of these E-Commerce Terms, Seller may (but is not obligated to) conduct an investigation to determine the nature and extent of the suspected violation and the appropriate enforcement action, during which investigation Seller may suspend services to Buyer if Buyer is implicated and/or remove any material from Seller’s servers. Buyer agrees to cooperate fully with any such investigation. Buyer acknowledges that violations of these E-Commerce Terms could be subject to criminal or civil penalties.
25. BINDING EFFECT/ASSIGNMENT: This Contract shall be binding on the successors and assigns of Buyer and Seller; provided, however, that Buyer shall not assign this Contract in whole or in part without the prior written consent of Seller.
(a) The failure of Seller to insist upon strict performance of any of the provisions of this Contract will not constitute a waiver of those or any other provisions. No waiver by Seller shall be deemed to arise from any course of dealing or trade custom, and will only be effective if set forth in a separate writing, signed by Seller.
(b) Should any provision of this Contract be deemed wholly or partly invalid, this shall have no effect on the validity of the remaining provisions.
(c) Without limiting the generality of the foregoing, any purchase order or other document of Buyer containing provisions that are inconsistent with or in addition to this Contract shall not be binding upon Seller, and Seller hereby expressly rejects them, regardless of any performance or receipt of payment.
27. GOVERNING LAW/JURISDICTION:
(a) Seller makes no representation that any products offered for purchase on this Site are appropriate for use at locations outside of the continental United States, and access to the order features on this Site from countries outside of the continental United States is prohibited. In addition, Seller makes no representation that any features or services available on this Site are appropriate or legal for those individuals accessing them outside of the continental United States. If Buyer is using or accessing this Site from a location outside of the continental United States, Buyer is responsible for compliance with all local laws.
(b) This Contract shall be interpreted and enforced in accordance with the laws of the state of New Jersey, U.S.A., without regard to the United Nations Convention on the International Sale of Goods or other international treaty, rule or accord, and without regard to conflicts of law principles.
(c) Seller and Buyer hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts located in the State of New Jersey for the resolution of any claim under this Contract, and Buyer agrees not to assert any defense to any suit, action or proceeding initiated by Seller based upon improper venue or inconvenient forum.
28. WAIVER OF JURY TRIAL: BUYER AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY IT RELATED TO THIS CONTRACT SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. BUYER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.
LANGUAGE: Seller and Buyer expressly agree that this Contract as well as all documents and notices issued hereunder or relating hereto will be in English.