TERMS AND CONDITIONS
These terms and conditions shall be the sole and complete agreement between Quantum Polymers, Inc., and you, the Buyer, and apply to each transaction between Quantum and you except if superseded by an applicable written contract signed by Quantum Polymers, Inc. and you, the Buyer. Any terms and conditions stated by Buyer in any purchase order or document related to the goods listed which are in conflict, different from, or in addition to the terms and conditions herein shall not be binding unless separately and expressly accepted in writing by Quantum Polymers, Inc. If goods are shipped to a location other than the Buyer’s facility, the Buyer remains fully obligated and subject to the terms and conditions set forth herein.
A. LIMITATION OF WARRANTY
Quantum expressly disclaims any and all guarantees and warranties for the goods supplied, including but not limited to: 1) any implied or express warranties of merchantability or fitness for a particular purpose; 2) any prior written warranties, guarantees or representations; 3) any implied warranties, guarantees or representations. The goods are delivered on the condition that you accept Quantum’s disclaimers of warranties, guarantees and representations as stated herein, and that you make your own determination as to the suitability of the goods for your particular purpose, and on the condition that you assume the risk of your use of the goods delivered. The customer is advised to test the goods to confirm suitability in its manufacturing process and meets its needs and the needs of the Buyer’s customer.
B. BUYER’S COMMITMENTS
1. Taxes. Customer will pay all taxes and duties, except income taxes, that are increased or levied, now or in the future, in connection with the manufacture, sale, transportation, use or disposal of the product.
2. Payments/Credit. You will pay for the goods In US Currency within 30 days from the date of the invoice for the goods delivered. If you do not pay within the time prescribed, Quantum Polymers, Inc. may deem itself insecure and may defer shipments, accelerate the due date on all amounts owed Quantum, and/or require cash payments or other security. Nothing herein limits any of Quantum’s available remedies for your failure to pay. Buyer agrees to pay reasonable collections costs including but not limited to attorney fees and litigation costs.
3. Responsible Practices. Buyer will be solely responsible for determining the suitability of product in Buyer’s formulations and applications prior to use, adopt and follow safe and appropriate handling, storage, transportation, use, treatment and disposal practices with respect to the product, and the containers thereof, including such special care and practices as Customer’s use of the product requires including, without limitation, all such practices required by federal, state and local government statutes, rules, regulations or ordinances; provide appropriate warnings to, and instruct, its employees, independent contractors, agents and customers of the precautions and safe use practices required in connection with the unloading, handling, storage, use, treatment, transportation and disposal of the product, and the containers thereof, comply with applicable health, safety, security and environmental laws and take action necessary to avoid spills or other dangers to persons, property or the environment.
4. Inspection. You shall promptly, and in any event prior to use and/or commingling, inspect product shipments for any damage, shortage or non-conformance of material. You must notify Quantum Polymers immediately upon delivery if there is damage to packaging or shortage within 15 days of delivery for non-conformance of material. Failure to give notice of such potential claims within the stated allowable time will constitute a waiver by you of all claims of any kind arising from Quantum’s delivery of the goods. In the event you determine the goods are not suitable for your needs or manufacturing process, Quantum Polymers may grant a full or partial credit for the cost of the goods. Requests for a credit for goods on your premises are subject to prior approval, quality inspection and on terms acceptable to Quantum Polymers. Under no circumstances may material be returned to Quantum Polymers or its suppliers without written confirmation/approval from Quantum Polymers. All costs / losses incurred under such circumstances will be deducted from any credit issued for the material. The customer will be invoiced for the actual net weight delivered supported by either a packing list and/or certified scale tickets. In the event of a delivered weight discrepancy between the customer and Quantum Polymers, the certified scale tickets shall govern. Customer scale tickets dated after receipt of goods will not take precedence.
5. Indemnification and Lost Profits: You will indemnify and hold Quantum and its suppliers harmless for all claims, damages and related costs, including legal fees and costs, arising out of any complaint or claim you or your customer may have or make relating to the product you manufacture or otherwise create with goods supplied by Quantum. You agree that you will not seek any damages from Quantum related to your use of the Quantum goods, including but not limited to any lost profits you may claim to have suffered. You agree to pay all of Quantum’s collection costs including reasonable legal fees and costs. Quantum may charge Customer the maximum interest allowed by law on all overdue amounts. 6. You recognize that Quantum supplies a commodity that is subject to market fluctuations in price and availability. Therefore, all prices provided to Buyer are given on the basis of current known prices and availability of the goods at the time of your order. Quantum reserves the right to increase the price per pound at the time of shipment to you to accommodate adverse market conditions occurring prior to shipment. You shall have the right to cancel your order from Quantum if you do not accept any price increase to the goods you have ordered if you provide written notice to Quantum within two (2) days from the time you receive notice of the price increase.
C. TRANSPORTATION
1. Customer will unload and return all transportation equipment to carrier promptly and in no event later than the carriers’ rules tariff or contracted period, free of detention charges. Customer will unload and tender suppliers’ railroad cars to the railroad in accordance with suppliers’ routing instructions. Carrier or Quantum may collect carriers’ standard detention charge from Customer for carrier equipment if held beyond carriers’ allowable time. If additional demurrage fees are incurred by the seller as imposed by either the supplier or transportation carrier, these charges will be passed on to the customer.
2. If Suppliers’ transportation equipment arrives at its destination in a damaged condition, Customer will immediately notify Quantum Polymers. The customer is responsible for suppliers’ transportation equipment which is in its possession, and Customer will be liable to Quantum or supplier for any damage or destruction thereto.
D. CHOICE OF LAW
This Invoice will be governed by Illinois law. Additionally, Quantum Polymers, Inc. and Customer hereby submit to the exclusive jurisdiction, for any lawsuit arising out the product supplied and described in this Invoice, in any State or Federal court located in the County of Cook, State of Illinois.
E. FORCE MAJEURE
In the event of war, act of God, fire, flood, strike, labor trouble, accident, delay of carrier, riot, act of government authority, shortage of power, failure of Quantum Polymers raw materials suppliers to fulfill supply commitments to Quantum Polymers, market conditions, or other contingencies beyond Quantum Polymers’ reasonable control, which interferes with the production, supply, Quantum Polymers ability to ship or the transportation of material covered by the invoice shall not constitute a default. Upon termination of the intervening cause, Quantum Polymers shall promptly complete such shipment. Quantum Polymers may, without liability during any period of shortage due to any of the aforementioned causes, prorate Quantum Polymers supply of material in such manner as Quantum Polymers believes to be fair and reasonable under the circumstances.
**Quantum Polymers, Inc. terms and conditions are subject to periodic revision.
A. LIMITATION OF WARRANTY
Quantum expressly disclaims any and all guarantees and warranties for the goods supplied, including but not limited to: 1) any implied or express warranties of merchantability or fitness for a particular purpose; 2) any prior written warranties, guarantees or representations; 3) any implied warranties, guarantees or representations. The goods are delivered on the condition that you accept Quantum’s disclaimers of warranties, guarantees and representations as stated herein, and that you make your own determination as to the suitability of the goods for your particular purpose, and on the condition that you assume the risk of your use of the goods delivered. The customer is advised to test the goods to confirm suitability in its manufacturing process and meets its needs and the needs of the Buyer’s customer.
B. BUYER’S COMMITMENTS
1. Taxes. Customer will pay all taxes and duties, except income taxes, that are increased or levied, now or in the future, in connection with the manufacture, sale, transportation, use or disposal of the product.
2. Payments/Credit. You will pay for the goods In US Currency within 30 days from the date of the invoice for the goods delivered. If you do not pay within the time prescribed, Quantum Polymers, Inc. may deem itself insecure and may defer shipments, accelerate the due date on all amounts owed Quantum, and/or require cash payments or other security. Nothing herein limits any of Quantum’s available remedies for your failure to pay. Buyer agrees to pay reasonable collections costs including but not limited to attorney fees and litigation costs.
3. Responsible Practices. Buyer will be solely responsible for determining the suitability of product in Buyer’s formulations and applications prior to use, adopt and follow safe and appropriate handling, storage, transportation, use, treatment and disposal practices with respect to the product, and the containers thereof, including such special care and practices as Customer’s use of the product requires including, without limitation, all such practices required by federal, state and local government statutes, rules, regulations or ordinances; provide appropriate warnings to, and instruct, its employees, independent contractors, agents and customers of the precautions and safe use practices required in connection with the unloading, handling, storage, use, treatment, transportation and disposal of the product, and the containers thereof, comply with applicable health, safety, security and environmental laws and take action necessary to avoid spills or other dangers to persons, property or the environment.
4. Inspection. You shall promptly, and in any event prior to use and/or commingling, inspect product shipments for any damage, shortage or non-conformance of material. You must notify Quantum Polymers immediately upon delivery if there is damage to packaging or shortage within 15 days of delivery for non-conformance of material. Failure to give notice of such potential claims within the stated allowable time will constitute a waiver by you of all claims of any kind arising from Quantum’s delivery of the goods. In the event you determine the goods are not suitable for your needs or manufacturing process, Quantum Polymers may grant a full or partial credit for the cost of the goods. Requests for a credit for goods on your premises are subject to prior approval, quality inspection and on terms acceptable to Quantum Polymers. Under no circumstances may material be returned to Quantum Polymers or its suppliers without written confirmation/approval from Quantum Polymers. All costs / losses incurred under such circumstances will be deducted from any credit issued for the material. The customer will be invoiced for the actual net weight delivered supported by either a packing list and/or certified scale tickets. In the event of a delivered weight discrepancy between the customer and Quantum Polymers, the certified scale tickets shall govern. Customer scale tickets dated after receipt of goods will not take precedence.
5. Indemnification and Lost Profits: You will indemnify and hold Quantum and its suppliers harmless for all claims, damages and related costs, including legal fees and costs, arising out of any complaint or claim you or your customer may have or make relating to the product you manufacture or otherwise create with goods supplied by Quantum. You agree that you will not seek any damages from Quantum related to your use of the Quantum goods, including but not limited to any lost profits you may claim to have suffered. You agree to pay all of Quantum’s collection costs including reasonable legal fees and costs. Quantum may charge Customer the maximum interest allowed by law on all overdue amounts. 6. You recognize that Quantum supplies a commodity that is subject to market fluctuations in price and availability. Therefore, all prices provided to Buyer are given on the basis of current known prices and availability of the goods at the time of your order. Quantum reserves the right to increase the price per pound at the time of shipment to you to accommodate adverse market conditions occurring prior to shipment. You shall have the right to cancel your order from Quantum if you do not accept any price increase to the goods you have ordered if you provide written notice to Quantum within two (2) days from the time you receive notice of the price increase.
C. TRANSPORTATION
1. Customer will unload and return all transportation equipment to carrier promptly and in no event later than the carriers’ rules tariff or contracted period, free of detention charges. Customer will unload and tender suppliers’ railroad cars to the railroad in accordance with suppliers’ routing instructions. Carrier or Quantum may collect carriers’ standard detention charge from Customer for carrier equipment if held beyond carriers’ allowable time. If additional demurrage fees are incurred by the seller as imposed by either the supplier or transportation carrier, these charges will be passed on to the customer.
2. If Suppliers’ transportation equipment arrives at its destination in a damaged condition, Customer will immediately notify Quantum Polymers. The customer is responsible for suppliers’ transportation equipment which is in its possession, and Customer will be liable to Quantum or supplier for any damage or destruction thereto.
D. CHOICE OF LAW
This Invoice will be governed by Illinois law. Additionally, Quantum Polymers, Inc. and Customer hereby submit to the exclusive jurisdiction, for any lawsuit arising out the product supplied and described in this Invoice, in any State or Federal court located in the County of Cook, State of Illinois.
E. FORCE MAJEURE
In the event of war, act of God, fire, flood, strike, labor trouble, accident, delay of carrier, riot, act of government authority, shortage of power, failure of Quantum Polymers raw materials suppliers to fulfill supply commitments to Quantum Polymers, market conditions, or other contingencies beyond Quantum Polymers’ reasonable control, which interferes with the production, supply, Quantum Polymers ability to ship or the transportation of material covered by the invoice shall not constitute a default. Upon termination of the intervening cause, Quantum Polymers shall promptly complete such shipment. Quantum Polymers may, without liability during any period of shortage due to any of the aforementioned causes, prorate Quantum Polymers supply of material in such manner as Quantum Polymers believes to be fair and reasonable under the circumstances.
**Quantum Polymers, Inc. terms and conditions are subject to periodic revision.