1. Acceptance of Terms
Goods and/or services (“Products”) sold by CRP Industries Inc. (“Seller”) are expressly subject to these Terms and Conditions of Sale (“Terms”). Buyer’s Purchase Order shall constitute acceptance of the Terms. Any proposal for different or additional terms and conditions contained in any prior oral or written communication, including, without limitation, Buyer’s Purchase Order, is hereby objected to and rejected. Seller may, from time to time, change or supplement these terms and conditions.
2. Purchase Orders
2.1 Seller has the right to accept or reject a Purchase Order in its sole discretion. Acceptance of a Purchase Order may be subject to credit approval. Seller reserves the right in its sole discretion, to approve, disapprove, or change Buyer’s credit limit or to impose credit terms.
2.2 Purchase Orders for (i) Custom Products (products specifically made to meet customers’ requirements, preferences and/or specifications) or for (ii) non-stock or factory-sourced Products submitted to supplier cannot be cancelled and the full amount remains due and payable.
2.3 Buyer may not modify or cancel any Purchase Order or portion thereof except upon Seller’s written consent of Seller and payment of cancellation charges as follows:
(i) thirty-five (35) % of the sales price of the Products, when cancellation notice is received less than sixty (60) days prior to scheduled delivery;
(ii) twenty (20) % of the sales price of the Products, when cancellation notice is received sixty (60) or more days prior to scheduled delivery.
2.4 Seller, at any time, may change Product features, specifications, designs and availability.
2.5 Buyer may not modify or cancel the Purchase Order for a Custom Product (products specifically made to meet customers’ requirements, preferences and/or specifications).
3. Price
3.1 All prices set forth in Seller’s Quote are valid for thirty (30) days and do not include any sales, use, or other taxes or duties, otherwise specifically stated in Seller’s Quote. List prices and/or discounts are subject to change without prior notice.
3.2 Seller reserves the right to adjust prices due to new or modified tariffs, duties, surcharges, or other governmental levies that directly impact the cost of materials, components, logistics, or manufacturing. Seller will make commercially reasonable efforts to provide written notice of any price increase at least fifteen (15) days prior to the effective date of such adjustment. Notwithstanding the foregoing, in the event Seller receives less than fifteen (15) days’ notice of such adjustment, Seller will provide advance notice as soon as reasonably practicable, limited to the amount of notice actually received by Seller. If the price increase exceeds 25 % of the original price and the parties cannot agree on revised terms within [15] business days of the notice, either party may terminate the affected Purchase Order or portion of the Purchase Order by providing written notice to the other party, without penalty or further obligation (except for amounts due for delivered Products).
4. Payment terms, Security Interest and deposit
4.1 All sales are contingent upon credit approval and payment for all purchases is due thirty (30) days net from date of invoice. A late payment charge of one and one half (1 ½) % per month or the maximum allowable rate under applicable law shall be charged on all past due accounts. Buyer agrees to pay all collection costs and expenses, including reasonable attorney fees, incurred by Seller in collecting or attempting to collect any amounts owed by Buyer to Seller.
4.2 Unless and until the goods or services are fully paid for, Seller reserves a Security Interest in them to secure the unpaid balance. Buyer’s acceptance of these Terms is deemed to be a Security Agreement under the Uniform Commercial Code. Buyer authorizes Seller as its attorney to execute and file on Buyer’s behalf all documents Seller deems necessary to perfect its security interest.
4.3 Deposit for Custom Goods: A deposit in the amount up to 50% of the purchase price is required at the time of submission of the Purchase Order.
5. Shipment, Delivery and Acceptance
5.1 Unless otherwise noted, all sales of goods are made F.C.A. Seller’s facility (INCOTERMS 2020) and, in all cases, title and risk of loss or damage shall pass upon Buyer upon placement of the Products with the shipment carrier at Seller’s facility. Seller reserves the right of carrier selection.
5.2 Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates.
5.3 Buyer is deemed to have accepted the Products upon delivery unless Buyer notifies Seller in writing of any loss, damage, shortage or other non-conformity within seven (7) days of the date of delivery.
6. Limited Warranty
6.1 Seller warrants that the Products sold by it are free from defects in material and/or workmanship under normal use and operation for a period commencing upon the date of shipment and continuing for one (1) year after that date.
6.2 This Warranty does not cover defects or damage (i) due to failure to use the Products for its intended purpose, (ii) resulting from accident, misuse, abuse, neglect, unauthorized alteration, or (iii) because the Products were not installed and maintained in accordance with instructions. Any modification or corrective maintenance performed by anyone other than the Seller, without written authorization from Seller, shall void the warranty.
6.3 Seller will repair at its facility or replace, at its sole option, without charge any Product upon (i) written notification concerning the claimed defect, including the date purchased and the problem encountered and (ii) when Seller’s inspection discloses any such defects.
6.4 THIS WARRANTY IS THE SOLE AND ENTIRE WARRANTY PERTAINING TO PRODUCTS AND SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, DESIGN, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This Limited Warranty states the entire obligation of Seller with respect to the Products. This warranty gives specific legal rights. There might be also other rights, which vary from state to state. If any portion of this Limited Warranty is held illegal or unenforceable by reason of any law, such partial illegality or unenforceability shall not affect the enforceability for the remainder of this Limited Warranty, which Buyer acknowledges is and will always be construed to be limited by its terms or as limited as the law permits.
7. Returns
Buyer must obtain written Return Material Authorization (“RMA”) from Seller before returning any Products to Seller. All return shipments shall be made freight prepaid.
8. Limitation of Liability
8.1 IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS THE RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, USE, LOSS OF USE OF, OR INABILITY TO USE THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED WITHOUT SELLERS CONSENT, WHETHER BASED IN CONTRACT, TORT OR OTHER LEGAL THEORY (Some states do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion might not be applicable).
8.2 IN NO EVENT SHALL SELLER’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE PURCHASER PRICE PAID FOR THE PRODUCTS.
9. Confidential Information
All technical and/or business information disclosed by a party which is either expressly identified as confidential or by its nature is implicitly confidential will be kept in strict confidence by the receiving party and not used by the receiving party, other than for the purposes of manufacture, sale, purchase or use of the Products or to perform the party’s obligations hereunder.
10. Use of Products and Indemnification by Buyer
10.1 In the event Buyer uses or resells the Products for any uses prohibited in Seller’s instructions, guides or specifications, or Buyer otherwise fails to comply with Seller’s instructions, guides and specifications, Buyer acknowledges that any such use, resale, or non-compliance is at Buyer’s sole risk.
10.2 Buyer shall indemnify, defend, and hold Seller harmless from any losses, claims, liabilities, damages, lawsuits, judgments and costs (including attorney fees and defense costs), whether for personal injury, property damage, intellectual property infringement or any other claim, brought by or incurred by Buyer, Buyer’s employees, or any other person, arising out of: (i) improper selection application, design, specification or other misuse of Products provided by Seller; (ii) any act or omission, negligent or otherwise, of Buyer; (iii) Seller’s use of patterns, tooling, equipment, plans, drawings, designs or specifications or other information or things furnished by Buyer; (iv) damage to the Products from an external cause, repair or attempted repair by anyone other than Seller, failure to follow instructions, guides and specifications provided by seller, use with Products not provided by Seller, or opening, modifying, deconstructing or tampering with the Products for any reason; or (v) Buyer’s failure to comply with these Terms.
11. Seller’s Intellectual Property Rights
11.1 Buyer shall have no right, title or interest in the trademarks, copyrights or other intellectual property rights of Seller regarding the Products and Buyer covenants, not to take any action to register or otherwise interfere with any such rights.
11.2 The sale of Products does not convey a license, express or implied, to use any Seller’s trademark or trade name, and Buyer will not use any Seller trademark or trade name in connection with any Products, other than with respect to resale of Products pre-marked or packaged by or on behalf of Seller.
12. Cybersecurity and Cyber Attack Disclaimer
12.1 A “Cyber Attack” includes but is not limited to unauthorized access, data breaches, denial-of-service (DoS) attacks, ransomware, malware intrusions, phishing attacks, or any other deliberate cyber event that compromises, disrupts, or damages electronic systems, networks, or data.
12.2 The Seller shall not be held liable for any delay or failure to perform its obligations under this Agreement resulting directly or indirectly from a Cyber Attack or related cybersecurity incident, provided that the Seller has taken reasonable precautions and implemented commercially appropriate cybersecurity measures.
12.3 In the event of a known or suspected Cyber Attack impacting performance under this agreement, the affected party shall notify the other party promptly and take reasonable steps to mitigate the impact.
12.4 Each party is responsible for maintaining the security and integrity of its own IT systems and data. The Seller makes no warranty, express or implied, that its systems are immune to Cyber Attacks. The Seller disclaims all liability for damages, direct or indirect, resulting from Cyber Attacks beyond its reasonable control.
12.5 Except as otherwise required by law, the Seller shall not be liable for any loss, corruption, or unauthorized disclosure of data, business interruption, or other damage resulting from Cyber Attacks, except to the extent caused by the Seller’s gross negligence or willful misconduct.
12.6 The Buyer agrees to cooperate with the Seller in the event of a Cyber Attack affecting either party that could impact the performance of this Agreement, including sharing relevant threat intelligence and participating in coordinated response efforts where appropriate.
13. Force Majeure
Seller shall not be liable for failure to deliver or for delay in delivery or performance due to (i) a cause beyond its reasonable control, (ii) an act of God, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labor difficulty, riot or other civil disturbance, pandemics, insolvency or other inability to perform by the manufacturer, delay in transportation, or (iii) any other commercial impracticability.
14. Assignment
Buyer shall not assign or delegate any or all of its duties or rights hereunder without Seller’s prior written consent. Any assignment or delegation made without Seller’s consent shall be null and void.
15. Governing Law
These Terms shall be governed by and construed according to the laws of the State of New Jersey.
16. Entire Agreement
These Terms set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersede any prior discussions or agreements between them. No modification of or amendment to these Terms, nor any waiver of any rights under these Terms, shall be effective unless in writing, duly executed by both parties.
17. Waiver and Severability
17.1 Failure to enforce any provision of these Terms does not invalidate that provision; nor will any such failure prejudice Seller’s right to enforce that provision in the future.
17.2 If any provision of these Terms is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.
18. Headings
Headings used in these Terms are provided for convenience only and shall not be used to construe meaning or intent.