ABC Polymer Industries, LLC Terms & Conditions
1. Scope and Acceptance
These Terms and Conditions govern all sales of goods and services by ABC Polymer Industries, LLC (“Seller”) to the purchasing party (“Buyer”). Acceptance of any quotation, order acknowledgment, invoice, shipment, or payment constitutes acceptance of these Terms. Seller expressly rejects any conflicting terms in Buyer purchase orders unless agreed to in writing by an authorized Seller representative.
2. Orders and Acceptance
All orders are subject to final acceptance by Seller. Seller may decline or modify any order based on credit approval, production capacity, or supply conditions. Once accepted, orders may not be canceled or modified without Seller’s written consent. Custom, printed, or specially manufactured products are non-cancelable and non-returnable (NCNR) once production begins.
3. Pricing
Prices are those stated in Seller’s quotation or order acknowledgment. Seller reserves the right to adjust pricing prior to shipment to reflect changes in raw material costs, supplier surcharges, tariffs, duties, freight, energy, or other input costs. Seller may apply surcharges where necessary to reflect market volatility.
4. Raw Material Escalation
Pricing for polypropylene-based products is dependent upon resin market conditions. If polypropylene resin prices increase between quotation and production or shipment, Seller reserves the right to adjust pricing proportionally. Seller may reference recognized industry resin indexes when determining adjustments.
5. Tariffs, Duties, and Trade Actions
Any new or increased tariffs, duties, anti-dumping duties, import restrictions, or other governmental trade measures imposed after quotation or order acceptance shall be automatically passed through to Buyer and applied to all affected shipments.
6. Delivery and Supply Chain Conditions
Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for delays caused by events beyond its control, including but not limited to port congestion, container shortages, customs inspections, vessel delays, labor disruptions, natural disasters, war, governmental actions, or supply
shortages.
7. Freight and Risk of Loss
Unless otherwise agreed in writing, all shipments are FOB Seller’s shipping point. Risk of loss transfers to Buyer upon delivery to the carrier. Buyer is responsible for filing any freight claims for loss or damage during transit.
8. Inspection and Acceptance
Buyer must inspect goods within ten (10) days of receipt and notify Seller of any defects or shortages in writing. Failure to provide notice within this period constitutes acceptance of the goods.
9. Product Tolerances
Buyer acknowledges that manufacturing tolerances consistent with industry standards may occur, including minor variations in weight, color, dimensions, and print alignment. Such variations shall not constitute product defects.
10. Warranty
Seller warrants that goods will conform substantially to agreed specifications. Seller’s sole obligation is, at its option, replacement of defective goods or issuance of a credit equal to the purchase price of the affected goods.
11. Disclaimer of Warranties
Except as expressly stated herein, Seller disclaims all other warranties, including implied warranties of merchantability or fitness for a particular purpose.
12. Limitation of Liability
Seller’s total liability shall not exceed the purchase price of the goods giving rise to the claim. Seller shall not be liable for consequential, incidental, indirect, or special damages, including lost profits, production downtime, or third-party claims.
13. Intellectual Property and Artwork
Buyer warrants that any artwork, designs, or trademarks provided to Seller do not infringe upon the rights of third parties. Buyer agrees to indemnify Seller against any claims arising from the use of such materials.
14. Inventory and Forecast Commitments
Where Seller commits production or inventory based on Buyer forecasts or stocking programs, Buyer agrees to purchase such inventory within the forecast period or reimburse Seller for associated production and inventory costs.
15. Payment Terms
Unless otherwise agreed in writing, payment terms are Net 30 days from invoice date. Seller reserves the right to revoke credit terms at its discretion. Late payments may incur interest up to 18% per annum or the maximum allowed by law.
16. Security Interest
Seller retains a purchase money security interest (PMSI) in all goods sold until payment is received in full. Buyer authorizes Seller to file any necessary financing statements to perfect this interest.
17. Termination
Seller may suspend or terminate orders if Buyer fails to meet payment obligations, becomes insolvent, or otherwise breaches these Terms.
18. Force Majeure
Seller shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to natural disasters, labor disputes, war, government actions, pandemics, transportation disruptions, or material shortages.
19. Governing Law
These Terms shall be governed by the laws of the State of Alabama, without regard to conflict-of-law principles.
20. Entire Agreement
These Terms constitute the entire agreement governing the sale of goods between Seller and Buyer and may only be modified by written agreement signed by authorized representatives of both parties.