
The paragraphs below consist of the sales agreement between CRG
Industries LLC and customers when they purchase materials.
AGREEMENT
If the order was submitted on one of CRG Industries standard contract forms (verbally or otherwise), or acceptance
of use of material, it constitutes agreement with the terms and conditions set forth below and on the reverse
hereof.
CRG Industries has complied with the application provision of the Fair Labor Standards Act of 1938 and regulations
issued there as amended in the production of goods covered by this order.
TITLE
The tangible material described herein shall remain personal property and title to and right to possession of
it shall remain in seller with only the rights to custody and use in buyer until the entire purchase price is
paid and seller reserves to itself all of the rights and remedies provided or permitted under the applicable
conditional state laws.
If full payment is not made according to specified terms, buyer shall cooperate with seller in complying with
all applicable conditional sales and chattel mortgage laws and if requested at any time when any part of the
purchase price remains unpaid shall give seller in seller’s usual form a supplemental conditional sales
contract or upon transfer of title to it a chattel mortgage covering the items herein.
PAYMENT TERMS
Payment in full must be made on all invoices within 30 days of the goods being delivered to buyer. Payment must
be made in US Dollars ($); no other currency will be accepted. Special or large orders may require a deposit.
If payment is made within ten days, a reduction of two percent (2%) is applied to the account. 2/10 net 30.
Material Price does not include shipping charges for Deliverables. Purchaser is responsible for payment of
shipping charges, as noted on the final invoice. The risk of loss shall pass to Purchaser upon placement of
a Deliverable into the custody of a designated carrier. Contractor shall pack the Deliverables to prevent damage
and deterioration. Any HAZMAT is FOB Contractor's location.
RETURNS
All returns will be subject to a 20% restocking fee and return shipping charges. Custom orders are not returnable.
TAXES
Prices do not include any federal, state, or local taxes or other governmental fees, assessments, or charges
on the articles. Wherever applicable, the taxes or other fees, assessments or charges will be for the account
of buyer and may be added to the invoice as a separate charge to be paid by buyer. Omission of any taxes or
fees does not limit buyer's obligation for payment. Seller will require buyer to provide a proper and complete
“Sales Tax Exempt” form on file with seller before sales taxes will be removed from invoices.
DELIVERY
All goods will be shipped FOB which requires the seller to deliver goods via a method or company designated
by the buyer. Buyer acknowledges that seller fulfills his obligations to deliver when the goods have been delivered
to the shipping company If buyer does not accepted delivery of the products covered by this purchase order within
30 days of the use beyond its control, including, but not limited to, acts of God, fire, flood, strike, lockout,
factory shutdown or alteration, act of civil or military authority, insurrection, riot, war, transportation
shortage or delivery date, seller shall have the right to sell the products in such manner as it may deem advisable,
free and clear of any claim for damages of any kind or character which buyer or any other person claiming under
or through buyer may have arising out of the sale. Further, seller may retain any deposits paid with this order
and apply them to the payment of any loss or damage suffered by seller by reason of buyer's failure to accept
delivery.
FORCE MAJEURE
Seller shall not be liable for delays in delivery or non-delivery of all or part of the articles, resulting
from any delay, weather, accident, operations of law or governmental regulations, or delay in obtaining or inability
to obtain labor or material. Delivery dates will be extended to the extent of delays resulting from the circumstances
described above, and no delivery shall be deemed overdue regardless of cause if delivery is made within 180
days from the estimated delivery date.
RISK OF LOSS
All risks of loss or damage to the articles sold will be borne by buyer following delivery at the delivery point
specified on the face of this order.
WARRANTY
The warranty contained in this section is exclusive and in lieu of all other representations and warranties,
expressed or implied, and CRG Industries, LLC. expressly disclaims and excludes any implied warranty of merchantability
or implied warranty of fitness for a particular purpose. Any and all statements, technical information, and
recommendations provided by seller to buyer are based on tests believed to be reliable at the time of purchase,
but the accuracy or completeness thereof is not guaranteed. Seller’s and manufacturer’s only obligations
shall be to replace such quantity of the product proved to be defective. Before using, buyer shall determine
the suitability of the product for its intended use and buyer assumes all risk and liability whatsoever in connection
therewith.
LIMITATION ON LIABILITY
Seller shall have no obligations or liability whether on account or negligence or otherwise except other than
as provided herein. Neither seller nor manufacturer shall be liable either in tort or in contract for any loss
or damage, direct, incidental or consequential arising out of the use of or the inability to use the product.
Seller's liability for failure to deliver the articles, regardless of cause, will be limited to the payment
to buyer of such part of the purchase price as buyer may have paid to seller. In no event shall seller be liable
for anticipated profits or for consequential damages.
INDEMNIFICATION
Buyer shall indemnify and save seller harmless from all claims, costs, expenses, damages, and liabilities, including
personal injury, death, or property damage claims, arising out of the negligence of buyer or its employees,
agents, or representatives.
GOVERNING LAW
This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Ohio.
EVALUATION AGREEMENT
CRG Industries is willing to supply the product to the buyer solely for internal evaluation and testing purposes.
The buyer agrees to uses the product only in the ordinary course of testing and evaluation. The buyer further
agrees to not reproduce or modify the product and to not reverse assemble, reverse compile or reverse engineer
the product or otherwise attempt to discover any underlying Proprietary Information with respect to the product.
The buyer also agrees to not lend, lease or sell any portion of the product to outside sources without CRG Industries
consent.
ENTIRE AGREEMENT
This order constitutes the entire agreement of the parties with respect to the subject matters discussed. Seller's
failure to object to provisions contained in any communication from buyer shall not be deemed an acceptance
of the same or waiver of any provision of this order. No statement or recommendation not contained herein shall
have any force or effect unless in an agreement signed by officers of seller and manufacturer.
RIGHT OF ACCESS
CRG Industries has the right of access by the organization, their customer, and authorities to all facilities
involved in the order and to all applicable records.
FLOW DOWN
CRG Industries requires the supplier to flow down to sub-tier suppliers the applicable requirements in the purchasing
documents, including key characteristics where required.
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