Terms and Conditions

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  1. Sole agreement and acceptance: The terms and conditions set forth herein contain the sole, entire and exclusive agreement between the Seller and the Buyer in this transaction and supersede all prior discussions, proposals, negotiations, representations, and agreements; except as expressly provided herein any additional or conflicting terms, whether or not material, shall not, in any manner, by implication, by waiver, or otherwise, govern the relationship between Seller and Buyer. Seller objects to and shall not be bound to any past or future terms or conditions not set forth herein, including any additional terms shown on Buyer’s purchase order or acknowledgement or shipping documents, which order, acknowledgement or shipping document shall be accepted for billing purposes only, and any inconsistencies therein with the provisions hereof shall be null and void. Shipment pursuant to Buyer’s order containing different or additional terms does not constitute acceptance of such terms and Seller’s shipment pursuant to such order is expressly made conditional on Buyer’s assent to the additional and different terms contained herein. ANY WAIVER, MODIFICATION, OR AMENDMENT OF THESE TERMS AND CONDITIONS SHALL ONLY BE EFFECTIVE AS AGAINST EITHER PARTY IF SUCH WAIVER, MODIFICATION, OR AMENDMENT IS CONTAINED IN A WRITTEN INSTRUMENT DULY EXECUTED BY OR ON BEHALF OF BOTH PARTIES. All orders are subject to acceptance by Seller.
  2. Price and payment: The price(s) herein shall be priced in accordance with Seller’s price quotation in effect on the date of shipment. Payment for all shipments hereunder shall be made by Buyer against Seller’s Invoice within thirty (30) days from date of the invoice, terms net cash, unless otherwise Indicated on the face hereof. Past due invoices shall be subject to a finance charge of 1.5% per month or the maximum rate allowed by law, whichever is less. If at any time, in Seller’s opinion, the financial responsibility of Buyer becomes impaired or unsatisfactory to Seller, or inadequate to meet the obligations hereunder, the terms of payment may, at Seller’s option, be revised or withdrawn, and Seller may require cash or other satisfactory security before making further shipments to Buyer.
  3. Taxes: Any tax, excise, inspection fee, duty, or other governmental charge upon the sale and/or shipment of the material(s) herein specified now imposed by federal, state or local authorities, or hereafter becoming effective within the life of this Agreement, shall be added to the price herein provided and shall be paid by Buyer.
  4. Delivery: Shipment dates are based upon Seller’s best judgment, are subject to production limitations and factory schedules, and hence are not guaranteed. All sales are F.O.B. Seller’s shipping point. Seller’s weights or measurements taken at the shipping point shall control unless proven to be in error. After freight is loaded freight becomes the sole responsibility of the buyer.
  5. Title and risk of loss: Title and risk of loss of the goods shall pass to the Buyer upon loading of the goods into transportation equipment at the shipping point.
  6. Export Restrictions: You acknowledge and agree that the Materials are subject to the U.S. Export Administration Laws and Regulations. Diversion of such Materials contrary to U.S. or foreign law or regulation is prohibited. You agree that none of the Materials, nor any direct product there from, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, unless authorized by the U.S. Government. Proscribed countries are set forth in the U. S. Export Administration Regulations. You further represent and warrant that no U.S. federal agency has suspended, revoked, or denied your export privileges. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
  7. Force majeure: In case performance of any terms or provisions hereof shall be delayed or prevented because of compliance with any law, decree, request or order of any governmental agency or authority, either local, state or federal, or because of riots, war, public disturbances, strikes, lockouts, differences with workmen, fires, floods, acts of God, accidents of navigation, breakdown or failure of transportation or transportation facilities, failure of or interference with the manufacture, receiving, handling, or consumption of the material covered hereby, inability to obtain raw materials, fuel, power, labor, containers or transportation facilities, or commercial impracticability, or for any other reason (whether or not of the same class or kind as herein set forth) which is not within the control of the party whose performance is interfered with and which by the exercise of reasonable diligence said party is unable to prevent, the party so suffering may at its option suspend deliveries or receipts during the period such cause continues, and no liability shall attach against either party on account thereof. In the event of a force majeure affecting Buyer, Buyer shall apportion its purchases among its written contract suppliers of material, including its own departments and affiliates, on an equitable basis. In the event of a force majeure affecting Seller, Seller may apportion its available supply of such material among its purchasers, including its own departments and affiliates, on an equitable basis without incurring liability for failure to perform this Agreement. The provisions of this paragraph shall not be available to any party that fails to use reasonable diligence to remedy the situation and remove the cause in an adequate manner and with all reasonable dispatch. The requirement that any force majeure be remedied with all reasonable dispatch shall not require the settlement of strikes or labor controversies by acceding to the demands of the opposing party or parties.
  8. Certification of material goods: Should Buyer request certification of materials or goods after sale, Seller reserves the right to quote additional charges for such request. Unless otherwise included under these terms and conditions, no certification is given concerning either the material or goods sold hereunder.
  9. Patent infringement: Seller reserves the right to discontinue deliveries of any material, the manufacture, sale or use of which in its opinion might involve patent infringement.
  10. Seller: “Seller” in these Conditions of Sale refers to Sealing Equipment Products Company, Inc.
  11. Patent license: The contract of sale formed by these terms and conditions in no way provides Buyer with any license, express or implied, to practice any patented inventions or discoveries owned by Seller, except any patented invention or discovery that is embodied by the form and/or composition of the product(s) as sold by Seller to Buyer.
  12. Cancellation: Seller may cancel the Agreement formed by these terms and conditions at any time in the event that Buyer shall fail to perform or observe any term or condition hereof by giving Buyer ten (10) days written notice of cancellation. Cancellation hereunder shall not prevent Seller from pursuing any other remedy available to Seller by law or from seeking all such damages to which Seller may be entitled.
  13. Assignment: This Agreement shall extend to and be binding upon the parties hereto. their successors and assigns, provided, however, that Buyer shall not assign its rights nor delegate its duties under this Agreement without the written consent of the Seller.
  14. Applicable state law: THE CONSTRUCTION OF THIS AGREEMENT and the rights and obligations of the parties hereunder SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ALABAMA, excluding any choice of law rules which may direct the application of the laws of any other jurisdiction. All orders and the rights and obligations of the Seller and Buyer arising from these Conditions of Sale shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sales of Goods, application of which is hereby excluded pursuant to Article 6 thereof.
  15. Arbitration: ANY AND ALL CONTROVERSIES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACHTHEREOF, SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT. Any such arbitration proceedings shall be and Subject: remain confidential. The panel of arbitrators for any such arbitration shall consist of three members of the American Arbitration Association, one of whom shall be selected by the Seller, one of whom shall be selected by the Buyer, and the third will be selected by the other two. Judgment upon the decision rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties specifically acknowledge that this Agreement evidences a transaction involving, affecting, affected by, and part of, interstate commerce and that this Agreement to arbitrate is governed by and enforceable under 9 U.S.C. The place of arbitration shall be in Shelby County, Alabama.
  16. Confidentiality: Nothing stated herein shall be construed to relieve Buyer from any obligation of confidentiality owed to Seller or its affiliates with respect to any materials or information furnished to Buyer subject to such obligation.