Terms and Conditions

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)

SHIPPING
FCA, (Xenia, Ohio), pre-pay and add (customer pays all freight).
Buyer is responsible for payment of shipping charges, as noted on the invoice, and any subsequent invoice billed to Seller from the agreed-upon carrier. The risk of loss shall pass to Buyer upon placement of a Deliverable into the custody of a designated carrier. Seller shall pack the Deliverables to prevent damage and deterioration. Any HAZMAT is FCA (Xenia, Ohio).

RETURNS
All returns will be subject to a 20% restocking fee and return shipping charges. Custom orders are not returnable.

DUTIES AND TAXES
DDU, (agreed upon destination).
All taxes, fees, costs, and other charges connected with shipment, transportation insurance and importation of the products are the responsibility of Buyer, and, if paid by Seller, such expenses may be recovered by Seller from Buyer. Omission of any taxes or fees given as an estimate prior to shipping, 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 FCA 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 AGGREEMENT
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.