These terms and conditions (these “Terms”) for the sale of products by Corserva (each a “Sale” and, collectively, “Sales”) to the client identified in the Corserva Proposal and Sales Order Form (the “Client”), are the exclusive terms and conditions upon which Corserva makes all of its Sales. Corserva will not accept any other terms and conditions for any Sale for any of its products, unless Client and an authorized officer of Corserva have executed a written agreement that specifically modifies, supersedes and replaces these Terms in whole or in part as expressly set forth in such written agreement. Acceptance of all purchase orders from a buyer of a product sold by Corserva is expressly made conditional upon the buyer’s assent, express or implied, to these Terms without any modification, unless expressly set forth in such written agreement.
1. Acceptance of Terms and Conditions
Client’s acceptance of these Terms shall be indicated by any of the following, whichever first occurs: (a) Client’s submission of a purchase order to Corserva in connection with a Sale; (b) Client’s written acknowledgment of these Terms; (c) Client’s acceptance of any shipment of any product in connection with a Sale; or (d) any other act or expression of acceptance by Client. All terms, conditions or proposals submitted by Client before or after these Terms (whether oral or in writing) that are inconsistent with or in addition to these Terms are objected to and are hereby rejected by Corserva. Corserva’s silence or failure to respond to any such term, condition or proposal shall not be deemed to be Corserva’s acceptance or approval thereof.
Unless otherwise agreed in writing by Corserva, delivery of goods in connection with a Sale (“Products”) shall be made in accordance with Corserva’s shipping policy in effect on the date of shipment. For all domestic transactions, unless otherwise stated in the Corserva Proposal and Sales Order Form, title to all Products and all risk of loss or damage with respect to the Products shall pass to Client upon delivery by Corserva to the carrier or Client’s representative at Corserva’s logistics center. Unless otherwise agreed in writing by Corserva, delivery of services in connection with a Sale (“Services”) shall be made in accordance with the Corserva Master Services Agreement and the Corserva Proposal and Sales Order Form describing the Services.
3. Price and Payment
Client shall be responsible for all applicable federal, state, municipal and other government taxes (such as sales and similar taxes), as well as export, import and customs duties, license fees and any other similar charges, however designated or levied on a Sale, the delivery of the Products or Services or measured by the purchase price paid for the Products or the Services. In addition to the Products and Services prices set forth on the Corserva Proposal and Sales Order Form, Corserva includes applicable taxes, duties, fees and charges for payment to Corserva by Client. Such inclusion shall in no way vary or limit Client’s payment responsibility for all such taxes, duties, fees and charges. Client is also responsible for paying Corserva for all shipping charges that are included on the Corserva Proposal and Sales Order Form . Tax exemption certificates must be presented by Client to Corserva before shipment of any Products in order for such exemption to be honored by Corserva.
4. Payment Terms
Unless otherwise specified in a written agreement between Client and Corserva, the payment terms are COD. Corserva, at its discretion, may require reasonable advance assurances of payment through irrevocable bank letters of credit or otherwise. All unpaid amounts due under the Proposal and Sales Order Form or any invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed by law, whichever is less), commencing upon the date payment is due. Client’s failure to make timely payment may, at the discretion of Corserva, result in the commencement of proceedings for collection, revocation of credit, stoppage of shipment, cessation of services, delay or cessation of future deliveries of Products and Services, repossession of unpaid delivered Products and termination of any one or more agreements in connection with a Sale. Notwithstanding any “net” payment provisions specified on the Corserva Proposal and Sales Order Form or any invoice, Corserva shall have no continuing obligation to deliver Products or Services on credit, and any credit approval may be withdrawn by Corserva at any time and without prior notice to Client. Corserva retains (and Client grants to Corserva by submitting a purchase order) a security interest in the Products to secure payment in full therefor and compliance with these Terms. Upon notice from Corserva, Client agrees to execute and deliver to Corserva any additional documents necessary to perfect such security interest. If Corserva places any outstanding amounts dues under the Corserva Proposal and Sales Order Form or any invoice with an attorney or collection agency for collection, with or without judicial proceedings, or for enforcing Corserva’s security interest in the Products, Client agrees to pay any and all costs associated with such collection effort, including, without limitation, court costs and expenses and attorney’s and collection agency’s fees and costs, incurred by Corserva including, without limitation, collection, bankruptcy and or other creditor’s rights proceedings. If a Sale requires Products to be shipped and or Services to be delivered outside of the United States, Client acknowledges and agrees that the amount due Corserva shall be paid in United States Dollars. Any payment by Client in local currency or the receipt by Corserva of local currency as a consequence of any collection or enforcement actions against Client will be deemed an authorization for Corserva to use such local currency to purchase United States Dollars. Any deficiency as a result of the conversion of such local currency into United States Dollars shall be the responsibility of Client, and Client shall immediately pay the amount of any such deficiency to Corserva upon demand.
5. Product Returns; Disclaimer
Any return of Products by Client shall be governed by Corserva’s product return policies in effect on the date of the Corserva Proposal and Sales Order Form, or as otherwise provided by Corserva to Client in writing. Corserva’s product return policies can be found at https://www.corserva.com/product-return-policy and are incorporated by this reference into these Terms. Corserva reserves the right to modify or eliminate such policies at any time. Although Corserva’s policies may permit Client to return Products claimed to be defective under certain circumstances, Corserva makes no representations or warranties of any kind with respect to the Products or the Services. CORSERVA HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OR FITNESS FOR A PARTICULAR PURPOSE. CORSERVA WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST OR EXPENSE ARISING FROM A SALE OR THE PURCHASE OR USE OF ANY PRODUCTS OR SERVICES. The right to return defective Products, as previously described, shall constitute Corserva’s sole liability and Client’s exclusive remedy in connection with any claim of any kind relating to the quality, condition or performance of any Product, whether such claim is based upon principles of contract, tort or otherwise. If Corserva issues a return authorization to Client allowing Client to return a Product to Corserva, Client will deliver the Product to Corserva’s address in the United States at its cost and expense, if so required by Corserva, and Client shall be responsible for all applicable federal, state, municipal and other government taxes (such as sales and similar taxes) as well as export, import or customs duties, license fees and similar charges, however designated or levied, on any replacement Products to be shipped by Corserva to Client. In addition to the replacement Products prices set forth on the Corserva Proposal and Sales Order Form, Corserva includes applicable taxes, duties, fees and charges for payment to Corserva by Client. Such inclusion shall in no way vary or limit Client’s payment responsibility for all such taxes, duties, fees and charges. Client is also responsible for the payment to Corserva for all shipping charges that are included on the Corserva invoice for replacement Products to be shipped by Corserva to Client.
6. Limitation of Liability
CORSERVA SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH A SALE OF ANY PRODUCTS OR SERVICES TO CLIENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OR ANY SUMS PAID BY CLIENT TO THIRD PARTIES EVEN IF CORSERVA IS INFORMED OR IS OTHERWISE AWARE OR SHOULD BE AWARE OF THEIR LIKELIHOOD, POSSIBILITY OR PROBABILITY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, TORT OR OTHERWISE.
7. Force Majeure
Corserva shall not be liable for any delay or failure to perform any Sale due to events beyond its control including, without limitation, natural disasters, power outages, accidents, labor strikes or shortages and governmental laws and regulations. If due to any such event, Corserva is unable to ship all the Products or deliver all the Services to Client and other customers of Corserva in connection with a Sale, Corserva may allocate the available supply of products and services among Client and Corserva’s other customers as Corserva shall deem reasonable.
Unless Client and Corserva have executed a written agreement that specifically modifies, supersedes and replaces these Terms, the Corserva Proposal and Sales Order Form and these Terms shall constitute the final, complete and exclusive agreement of the parties with respect to all Sales by Corserva to Client and shall supersede all prior offers, negotiations, understandings and agreements. No additional or different terms or conditions shall become a part of any agreement for any Sale unless expressly accepted in writing by an authorized officer of Corserva. Any waiver by Corserva of one or more of these Terms or any default hereunder shall be in a writing executed by a duly authorized officer of Corserva and shall not constitute a waiver of any other of these Terms or of any prior or future default. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of its rights. Any provision of these Terms that is determined to be invalid or unenforceable by a court of competent jurisdiction shall not impair or invalidate the remaining provisions of these Terms. All Sales shall be deemed made in, and shall be governed by, the laws of the State of Connecticut without regard for its conflict of laws principles. Client hereby irrevocably and unconditionally submits to the jurisdiction of the federal and state courts located within the State of Connecticut for the purpose of any suit, action or other proceeding arising out of or based upon these Terms.