Terms and Conditions, Polymer Standards Service USA, Inc.
“Agent” refers to an employee or other person or entity acting on behalf of Polymer Standards Service USA, Inc. USA. "Company" refers to Polymer Standards Service USA, Inc..“ Contract" refers to the contract formed by the Company’s acceptance of the Customer’s order. “Customer” refers to a person or entity entering into a contract with PSS USA for the purpose of purchasing goods or services from the Company. “Representative” refers to the definition of Agent above.
FORMATION OF CONTRACT
a) No order in pursuance of any quotation shall be binding on the Company unless and until such order is accepted by the Company in writing. Verbal, telephone or fax orders will be confirmed in writing via formal purchase order or other written form of acceptance within seven days from the date the verbal, telephone or fax submission was made to the Company.
b) The Contract shall be subject to the terms and conditions contained herein by reference. No Representative or Agent of the Company may bind the Company to any terms outside this agreement or make any representations inconsistent with such terms and conditions unless presented in writing and approved under delegated authority by the Company.
c) Unless otherwise agreed in writing by the Company, these conditions shall override any terms and conditions stipulated or referred to by the Customer in this order or pre-contract negotiations.
d) Any description contained in the Company’s catalogs, price lists or other advertising material is intended to represent a general picture of the Company’s products or services and shall not be part of the Contract.
e) The Company reserves the right to correct any clerical or typographical errors included in the Contract at such time as the error is discovered by the Company. Revised contracts will be presented to the Customer, as necessary.
SAFETY INFORMATION AND USE
a) The Company warrants that it will pass on to all relevant personnel as designated by the Customer all information as to the safe use and handling of the goods as may have been passed onto the Customer by the Company.
b) If the goods are used for purposes which have not been made known to the Company and approved by it in writing, are used in a manner other than is authorized by the Company, or are used in hazardous areas (unless approved by the Company), the performance and safety of the goods may be affected and the Customer agrees in such event to indemnify the Company against any claims, costs, damages or expenses arising from such unauthorized use, including (without prejudice to the generality of the foregoing) any infringement of any intellectual property rights arising there-from.
PRICES AND QUOTATIONS
a) Subject to any agreement to the contrary, the Company’s quotations are valid for 30 days from the date of issue (errors and omissions excepted).
b) Subject to any agreement to the contrary, Customer shall pay all taxes, duties and other government charges payable in respect to the goods or service.
c) In the event that the services provided by the Company under the terms of the Contract are altered upon the request of the Customer, the Company shall be entitled to change its quotation for such services for amounts deemed reasonable and shall substitute the new quotation for the previous Contract price.
d) Where the Customer requires special packaging for the goods, the Company reserves the right to pass additional charges to the Customer without notice.
The Company will deliver the goods by the means most convenient to the Company and to the address or addresses designated by the Customer.
Suitable unloading and storage of goods after delivery shall be the Customer’s responsibility. Subject to any agreement in writing by the Company, the risk in goods supplied by the Company shall pass to the Customer at the earlier of
(a) the date of delivery or (b) the date on which the goods were ready for delivery, but delivery was postponed at the Customer’s request or wrongfully refused by the Customer.
a) Unless otherwise specified in writing by the Company, payment for the goods or services or any installment thereof shall be made by the Customer at the net invoice price no later than 30 days after the invoice date.
b) Unless otherwise agreed in writing, the Company shall invoice the Customer for the goods or services, or any installment thereof, upon shipment of the goods, upon notification to the Customer that the goods are ready for collection, or upon completion of the services.
c) Without prejudice to sub clauses (a) and (b) in this section, if the Contract provides for stage payments, the Company shall be entitled to payment at such intervals as specified in the Contract.
d) In the event the Company agrees to accept payment by installment, any delay of contractual payment by the Customer shall, without prejudice to any other right forthwith, immediately entitle the Company to the whole of the outstanding Contract sum.
e) A late fee will be charged at the greater of $25 per month or 1 percent per month, on all past due balances, beginning on the first day after the payment due date.
f) The Customer agrees to pay the Company legal fees and other costs incurred by the Company in connection with enforcement of the terms and conditions specified in this agreement.
DEFERMENT OR CANCELLATION
a) If the Customer fails to make any payment when it becomes due, or if there shall be any breach by the Customer of any of the terms and conditions of this Contract as referenced herein, the Company may defer or cancel any further deliveries of goods or services provided.
b) Cancellation of the Contract by the Customer must be in writing and will be accepted at the discretion of the Company. No cancellation is deemed binding unless approved in writing and under appropriate delegated authority of the Company. If cancellation of the Contract is accepted prior to shipment of goods, the Customer will be liable, at the discretion of the Company, for cancellation charges equal to one-third of the Contract price.
c) Return of goods by the Customer requires return authorization by the Company. Unless the goods are damaged (refer to DAMAGE, SHORTAGE OR LOSS below), the Customer will be liable for a restocking fee of 33 percent of the Contract price
d) The Company shall charge the Customer for any costs incurred by the Company due to the suspension or deferment of any order by the Customer or in the event that the Customer defaults in collection any goods or giving instructions for the delivery of any goods or the performance of any service. The Company further reserves the right to invoice the Customer immediately in such events for the full price of the goods or services negotiated under the Contract.
e) No failure by the Company to enforce strict compliance by the Customer with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice, limit, or extinguish the Company’s rights under this paragraph.
DAMAGE, SHORTAGE OR LOSS
No claim for damage in transit, shortage of delivery, or loss of goods will be accepted unless the Customer provides written notice of such damage, shortage or loss (with reasonable particulars thereof) within 3 business days of receipt of the goods. The Company may replace or repair the goods at its discretion and the Company’s liability, if any, shall be limited to product damage, shortage or loss. Repair or replacement of goods shall be contingent upon the Customer’s return of damaged goods to the Company within 14 days of such request by the Company. The Customer shall not be entitled to make any claim against the Company for consequential loss arising out of such damage, shortage or loss as aforesaid.
LIMITATION OF LIABILITY
a) Unless otherwise provided in these conditions, the Company’s liability in respect to any defect or failure of goods supplied, or default in services provided is limited to repairing or paying for the repair or replacement of goods which within 30 days of dispatch are found to be defective by reason of faulty or incorrect parts or materials or default in any services which the Company has failed properly to perform in accordance with the Contract.
b) Conditions precedent to the Company’s liability hereunder shall be that the Customer, as soon as reasonably practicable, shall provide the Company reasonable notice of the defect, failure, default or error and shall provide authority for the Company’s employees or agents to inspect the goods.
a) Where the Company has agreed to install or commission the goods, an additional charge consisting of normal Company labor and travel rates may be made by the Company. For installations completed within 30 days of delivery, warranty will begin at installation date. Where the Company has agreed to install or commission the goods and is prevented from carrying out such installation or commissioning for more than 30 days after delivery of the goods (unless due to the act or omission of the Company), all warranty periods will begin 30 days after the delivery date.
b) The Customer warrants that it will at all times provide a safe working environment for the Company’s employees, agents or sub-contractors and will comply with all statutory or other regulations in connection therewith and will indemnify the Company in respect to any loss incurred by the Company due to the Customer’s breach of this warranty.
c) The Company reserves the right to sub-contract the installation of the goods or the performance of any other services required under the Contract.
d) All tools/goods remaining the property of the Company and delivered on site shall be the responsibility of the Customer until the Company has removed the same. The Customer warrants that it has sufficient insurance coverage to comply with the provision of this sub-clause.
TRADE MARK NAMES
The Customer will be fully responsible for any consequences of any patent, trademark, service mark, design or copyright infringement of the third party right resulting from the Customer’s use or sale of any of the goods where they have been modified by the Customer and the Customer shall fully and completely indemnify the Company for all damages, costs, charges and expenses as a result of any such infringement or alleged infringement.
The Company shall not be liable to the Customer for any damage or for any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence or willful default on the part of its servants or agents or subcontractors in or in connection with the supply of any goods or in the preparation or provision of any information or advice.
The Company will maintain comprehensive general liability, automotive liability and property damage coverage for injuries to persons and property occurring because of the performance of services by Company under this Contract, with the limits of $1,000,000 for injuries and $1,000,000 for damage to property. Such insurance shall constitute the limits of Company liability to Customer for such injuries and damage.
This Contact shall be governed by and construed in accordance with the laws of Massachusetts. Any action stemming or arising from this Contract shall be brought exclusively to a court of competent jurisdiction in Massachusetts.