Condition of Sale
Acceptance of Terms — By purchasing and accepting delivery of products supplied by Kemco (Seller) you agree to be bound by these terms and conditions. All sales of goods by Seller are made subject to these Terms and Conditions of Sale and are expressly condition upon the Buyer’s assent thereto.
Delivery claims — Upon Buyer’s receipt of Products, Buyer shall immediately inspect the same and shall notify Seller in writing within five (5) days of delivery of any claims for shortages, defects or damages. If Buyer shall fail to so notify Seller within said 5 day period, such goods shall conclusively be deemed to conform to their respective specifications and to have been irrevocably accepted by Buyer. Seller shall not be liable to Buyer for any losses or damages resulting from a late delivery or from Seller’s failure to perform due to any cause beyond Seller’s reasonable control.
Advice — Seller is a not merely a supplier but also a consultant who provides advisory services for the pre and post usage of the products. Any provisions specified or implied by herein or elsewhere notwithstanding, any advice, recommendation, information, assistance or service provided by Seller in relation to the products or in respect of their use or application is given in good faith, shall be deemed accepted by Buyer without imputation of any liability to Seller, and sustainability of the plant shall confirm the accuracy and reliability of the same in light of the use of products delivered by Seller.
Technical Assistance — At Buyer request, Seller may, in its sole and absolute discretion, furnish technical assistance and information with respect to its Products. Any suggestions by Seller regarding use, selection, application or suitability shall not be construed as an express warranty unless specifically designated as such in writing and signed by the authorized representative of Seller.
Resale, Distribution and Export Prohibited — Buyer warrants to Seller that it shall use the Products directly and as permitted by Seller, and further agree that the Products may not be marketed, distributed, resold or exported by it for any purpose.
Patents and other Intellectual Property Rights — The sale of products or provision of services hereunder does not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Seller, whether relating to the products sold, service provided, or any manufacturing process, treatment process or other matter. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Seller. Buyer agrees not to reverse-engineer, copy, lease, modify, or transfer any products sold hereunder. Furthermore, Buyer agrees not to infringe, directly or indirectly, any patents of Kemco or its subsidiaries with any combination, system, or compound incorporating a product sold hereunder.Buyer shall defend and hold Seller harmless against any expense, loss, costs or damages resulting from any claimed infringement of patents, trademarks, or other intellectual property rights arising out of compliance by Seller with Buyer’s specifications or instructions.
Confidentiality — All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, plans, drawings, documents, data, business operations, pricing, discounts, or rebates, that Seller discloses to Buyer, whether disclosed orally or accessed in written, electronic or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential,” in connection with the purchase of products or provision of services is confidential, and may not be disclosed or copied unless authorized in advance by Seller in writing. This section does not apply to information that is (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
Payment — Unless otherwise stated, payment in full shall be made within a mutually agreed period of time and manner. Seller reserves the right to require an advanced deposit of up to 100% at the time of order or any time prior to delivery as a condition of performance. In the event of default by Buyer in the payment of the purchase price or otherwise, Seller, at its option, without prejudice to any other of Seller’s lawful remedies, may defer delivery, or cancel Buyers order.
Buyers Use of Products — Seller’s Products are intended primarily for water treatment plant and, unless otherwise stated on product labels or in other literature furnished to Buyer, are not to be used for any other purposes whatsoever.
Force Majeure — Should Seller be prevented from effecting deliveries of the Goods or any of them by reason of either an act of god, insurrection, riot, war hostilities, terror attacks, warlike operations, piracy, arrests, restraints or detainments by any competent authority, strikes or combinations or lock-out of workmen, fire, floods, droughts, earthquakes, permanent or temporary delay or inability to obtain labor, material or services through Seller’s usual and regular sources, or any other circumstances (whether of a nature similar to those specified, or not) beyond the absolute control of the Seller, then, in each such cases, the obligation of the Seller to effect deliveries hereunder shall be suspended until after such prevention shall cease to continue. Seller shall not be liable for, and be relieved from, any loss or damages of any kind resulting from the causes mentioned hereinabove.
Miscellaneous — All rights and remedies are mentioned hereinabove are cumulative and are in addition to any other rights and remedies that Seller may have at law or in equity. Any waiver of a default by Buyer shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any of these terms shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The section headings herein are for convenience only; they form no part of the Terms and Conditions and shall not affect their interpretation. These Terms and Conditions shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their respective heirs, personal representatives, successors and assigns.
No-Assignment — No rights or obligations of Buyer arising out of this Contract may be assigned without the express prior written consent of Seller.
Governing Law, Disputes — All disputes allegedly arising from the legality, interpretation, application, or performance of the order, the Products or any of these Terms and Conditions shall be governed by the applicable Laws. Each party agrees that any dispute arising between them shall be referred to the applicable Courts.
Last updated: 1/9/2022