1. Acceptance of Terms
Goods and/or services (“Products”) sold by CRP Industries Inc. (“Seller”) to customer (“Buyer”) are expressly subject to these Terms and Conditions of Sale (“Terms”). Buyer’s Purchase Order (“Order”) shall constitute acceptance of the Terms. Any proposal for different or additional terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer’s Order, are hereby objected to and rejected. Seller may, from time to time, change or supplement these terms and conditions.
2.Orders
(a). Seller has the right to accept or reject an Order in its sole discretion. Acceptance of an Order may be subject to credit approval. Seller reserves the right, in its sole discretion, to approve, disapprove, or change Buyer’s credit limit or to impose credit terms.
(b). Buyer may not modify or cancel the purchase order or any portion thereof except upon written consent of Seller and payment of cancellation charges.
(c.) Seller, at any time, may change Product features, specifications, designs and availability.
3. Prices
Prices set forth in Seller’s quote are valid for thirty (30) days and do not include any sales, use or other taxes or duties, unless otherwise specifically stated in Seller’s quote. List prices and/or discounts are subject to change without prior notice.
4. Payment Terms and Security Interest
(a). Terms of payment are thirty (30) days net from date of invoice. A late payment charge of one and one half (1 ½) % per month or the maximum allowable rate under applicable law shall be charged on all past due accounts. Buyer agrees to pay all collection costs and expenses, including reasonable attorney fees., incurred by Seller in collecting or attempting to collect any amounts owed by Buyer to Seller.
(b). Unless and until the Products are fully paid for, Seller reserves a Security Interest in them to secure the unpaid balance. Buyer’s acceptance of these Terms is deemed to be a Security Agreement under the Uniform Commercial Code. Buyer authorizes Seller as its attorney to execute and file of Buyer’s behalf all documents Seller deems necessary to perfect its security interest.
5. Shipments, Delivery and Acceptance
(a.) All shipments are made FCA, Seller’s nominated facility (Incoterms 2020). Title and risk of loss or damage shall pass to Buyer with delivery to the carrier. Seller reserves the right of carrier selection.
(b.) Delivery dates are best estimates only.
(c.) Buyer is deemed to have accepted the Products upon delivery unless Buyer notifies Seller in writing of any loss, damage, shortage or other non-conformity within 7 days from the date of delivery.
6. Limited Warranty
(a.) Seller warrants that the Products, excluding automotive fluids, are free from defects in material and/or workmanship under normal use and operation for a period commencing upon the date of purchase and continuing for (i) Remanufactured Heavy Duty Parts unlimited miles up to 12 months and (ii) all other Products 2 years/24,000 miles (whichever occurs first.) This Limited Warranty does not cover defects or damage (i) due to failure to use the Product for its intended purpose, (ii) resulting from accident, misuse, abuse, neglect, unauthorized alteration, or (iii) because the Product was not installed and maintained in accordance with instructions. Any modification or corrective maintenance performed by anyone other than the Seller, without written authorization from Seller, shall void the warranty.
(b.) The Seller will repair at its factory or replace, at its sole option, without charge any Product upon (i) written notification concerning the claimed defect, including the date purchased and the problem encountered and (ii) when Seller’s inspection discloses any such defects.
7. DISCLAIMER:
THIS WARRANTY IS THE SOLE AND ENTIRE WARRANTY PERTAINING TO PRODUCTS AND SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, DESIGN, NONINFRINGEMENT, MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.
This Limited Warranty states the entire obligation of Seller with respect to the Products. This warranty gives specific legal rights. There might be also other rights, which vary from state to state. If any portion of this Limited Warranty is held illegal or unenforceable by reason of any law, such partial illegality or unenforceability shall not affect the enforceability for the remainder of this Limited Warranty, which Buyer acknowledges is and will always be construed to be limited by its terms or as limited as the law permits.
8. Returns
(a). Before returning any Product to Seller, Buyer must obtain written Return Material Authorization (“RMA”) from Seller. All return shipments shall be made freight prepaid.
(b). Fluids and rubber products 5 years or older (according to date code on sleeve and/or product) are not returnable.
(c.) A 15% handling fee will apply.
9. Limitation of Liability
(a). IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OF CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS THE RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, USE, LOSS OF USE OF, OR INABILITY TO USE THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED WITHOUT SELLERS CONSENT, WHETHER BASED IN CONTRACT TORT OR OTHER LEGAL THEORY. (Some states do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion might not be applicable). IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCTS.
10. Confidential Information
All technical and/or business information disclosed by a party which is either expressly identified as confidential or by its nature is implicitly confidential will be kept in strict confidence by the receiving party and not used by the receiving party, other than for the purposes of manufacture, sale, purchase or use of the Products or to perform the party’s obligations hereunder.
11. Intellectual Property Rights
(a). Buyer shall have no right, title or interest in the trademarks, copyrights or other intellectual property rights of Seller in regard to the Products, and Buyer covenants not to take any action to register or otherwise interfere with any such rights.
(b). The sale of Products does not convey a license, express or implied, to use any Seller trademark or trade name, and Buyer will not use any Seller trademark or trade name in connection with any Products, other than with respect to resale of Products pre-marked or packaged by or on behalf of Seller.
12. Use of Products and Indemnification by Buyer
(a). In the even Buyer uses or resells the Products for any uses prohibited in Seller’s instructions, guides or specifications, or Buyer otherwise fails to comply with Seller’s instructions, guides and specifications, Buyer acknowledges that any such use, resale, or non-compliance is at Buyer’s sole risk.
(b), Buyer shall indemnify, defend, and hold Seller harmless from any losses, claims, liabilities, damages, lawsuits, judgments and costs (including attorney fees and defense costs), whether for personal injury, property damage, intellectual property infringement or any other claim, brought by or incurred by Buyer, Buyer’s employees, or any other person arising out of (i) improper selection application, design, specification or other misuse of Products provided by Seller,; (ii) any act or omission, negligent or otherwise, of Buyer; (iii) Seller’s use of patterns, tooling, equipment, plans, drawings, designs or specifications or other information or things furnished by Buyer; (iv) damage to the Products from an external cause, repair or attempted repair by anyone other than Seller, failure to follow instructions, guides and specifications provided by Seller, use with Products not provided by Seller, or opening, modifying, deconstructing or tampering with the Products for any reason; or (v) Buyer’s failure to comply with these Terms.
13.Force Majeure
Seller shall not be liable for failure to deliver or for delay in delivery or performance when such interruption, delay or failure results from (i) causes beyond its reasonable control; (ii) any act or failure to act of Buyer; (iii) strikes, lock-outs or other labor difficulties; (iv) pandemics and epidemics;(v) acts of any government; (vi) riot, insurrection or other hostilities; (vii) embargo, fuel or energy shortage fire, flood, acts of God, weather or transportation delays; (viii) inability to obtain necessary labor, materials or utilities from usual sources, excluding such acts that are reasonably foreseeable and to the extent that the effect of such acts can be mitigated by commercially reasonable actions (including without limitation the implementation of any applicable business continuity/disaster recovery obligations) timely taken and excluding also those acts of the federal or state government or any agency thereof, (or judicial actions) which could have been avoided by compliance with applicable laws, ordinances, rules or regulations (collectively, “Applicable Laws”). In such event, Seller’s obligations hereunder shall be postponed for such time as its performance is suspended or delayed on account thereof. Seller will promptly notify Buyer, either orally or in writing, upon learning of the occurrence or pendency of such event of force majeure.
14.Assignment
Buyer shall not assign or delegate any or all of its duties or rights hereunder without Seller’s prior written consent. Any assignment or delegation made without Seller’s consent shall be null and void.
15. Governing Law
These Terms shall be governed by and construed according to the laws of the State of New Jersey.
16. Entire Agreement
These Terms set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any prior discussions or agreements between them. No modification of or amendment to these Terms, nor any waiver of any rights under these Terms, shall be effective unless in writing, duly executed by both parties.
17. Waiver and Severability
a). Failure to enforce any provision of these Terms do not invalidate that provision; nor will any such failure prejudice Seller’s right to enforce that provision in the future.
(b). If any provision of these Terms is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.
18. Headings
Headings used in these Terms are provided for convenience only and shall not be used to construe meaning or intent.