International Terms of Sale
Effective January 1, 2017
Seachem Laboratories, Inc. ("Seachem") agrees to sell products specified for this purchase order ("Products") to Buyer under the Terms of Sale specified herein. By accepting the Products, Buyer agrees as follows:
The parties agree that Buyer’s exclusive remedy for any claims related to Product installation, performance, or warranty shall be as provided in Seachem’s General Product Warranty, as may be amended, modified, or replaced from time to time.
Seachem shall not be liable in any event for any other expense incurred by Buyer or others, nor for any special, consequential, liquidated, incidental, punitive, or other damages, losses or penalties suffered by Buyer or anyone else with respect to the Products delivered or offered by Seachem, or Seachem’s Product installation, including without limit, loss of profit, production, or use, or damage to other goods or property.
Termination and Modification
Termination of any purchase order requires the written consent of both parties unless otherwise specifically provided. Seachem may terminate a purchase order unilaterally for failure to pay when due, and also if Buyer has not made reasonable progress in correcting another material breach of any agreement between Seachem and Buyer within thirty (30) days after notice thereof.
Except for payment of accounts when due, neither party shall be liable for loss, damage, detention or delay resulting from any cause whatsoever beyond its reasonable control (“Force Majeure”). The party affected by such Force Majeure promptly shall notify the other party. If performance, other than payment when due, is delayed by Force Majeure for more than thirty (30) days, then either party may terminate this Contract on notice to the other.
In the event of termination of a purchase order as provided in subsections 1 or 2, above, Buyer shall make payment to Seachem of the full price for the Products less all net savings of Seachem, if any, as determined by Seachem to result from such termination.
In the event of termination of a purchase order other than as provided in subsections 1 and 2 above, Buyer shall be required to pay to Seachem the full purchase price for the Products ordered.
These terms are in addition to any other terms that may be agreed to in writing by the parties. In the event of a conflict between these terms and other agreements between Seachem and the Buyer, the other agreements shall control.
Disputes and Interpretation
Unless otherwise agreed to in writing by Seachem, Buyer has sixty (60) days after payment of any invoices to Seachem to review and audit payments and invoices for correctness and completeness, and to give notice and request for correction to Seachem of any errors, mistakes, disputed items or other issues. After sixty (60) days all items will be deemed correct.
Any dispute between the parties arising out of this Agreement shall be determined by binding arbitration under the rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in Atlanta, Georgia, U.S.A.by a single arbitrator mutually acceptable to the parties, Seachem Laboratories Inc. (“Seachem”) agrees to sell products specified for this purchase order (“Products”) to Buyer only under the Terms of Sale specified herein. By accepting the Products, Buyer agrees as follows:
Prices and Taxes
Unless otherwise specifically agreed in writing signed by an authorized representative of Seachem, prices for Products are as stated on the then- current Seachem standard pricing list, as published by Seachem from time to time.
Buyer shall be responsible for any present or future taxes which Seachem may be required to pay or collect with respect to the sale, purchase, delivery, storage, use, consumption or transportation of the Products ordered by Buyer.
All purchase orders must be made in case quantities, unless agreed upon in writing by Seachem.
All purchase orders must be prepaid prior to shipping unless otherwise agreed in writing by Seachem. Payment terms may be provided upon credit application approval, which approval may be granted or withheld in Seachem’s sole discretion. If granted, all credit or financing terms shall be determined by Seachem.
Accounts with credit or financing terms should be aware that all orders ship expeditiously and if an order is built and must be dismantled, terms for that account may be revoked for future orders.
Discounts are determined on a case-by-case basis, and in some instances may not apply to certain “capped” items. Further, Seachem reserves the right to reduce any discount where payment is made by credit card due to credit card merchant charges. Please see your sales representative for more details.
For customers who have received in writing thirty (30) day payment terms on the full purchase price (such payment terms must be granted in writing to the customer by Seachem), Seachem shall upon request provide a 3% discount for all prepaid purchase orders made via bank wire, ACH transfer, or company check. No prepaid purchase order discount is available where payment is made via credit card.
No discounts shall be allowed for freight charges.
Products shall be packaged by Seachem’s standard method and shipped to the agreed destination via commercial freight carrier. Unless otherwise agreed to in writing by Seachem, Buyer shall obtain and bear the cost of freight carriers for land, ocean and air shipments. The foregoing notwithstanding, for purchase orders exceeding net US$4,000.00 (i.e. the value of the order after all eligible discounts have been applied and excluding freight), Seachem will give a credit to Buyer for the cost of in- land freight for shipments that are less than a container load (LCL) from Madison, Georgia to the Port of Savannah, Georgia for ocean shipping, or Atlanta, Georgia for air shipping. The amount of the credit will be based on a quote obtained by Seachem and included in the invoice.
Products shall be shipped by Seachem when prepared in the ordinary course of its business. Dates for shipment specified in the purchase order are a target, and not a commitment of Seachem unless agreed upon in writing by Seachem.
Products shall be shipped F.C.A. Madison, Georgia, USA under 2010 Incoterms as established by the International Chamber of Commerce.
HEAT TREATED AND/OR PLASTIC PALLET CHARGES are included as part of the FCA shipping term. For all orders received on or after 1 JUNE 2006, there will be a $30.00 USD per pallet surcharge added to your Seachem invoice for the use of special insect proof pallets. International Customs Regulations dictate that all orders being sent overseas require these special "heat treated" wood pallets that are deemed insect/termite proof or alternatively the use of plastic pallets. Please know that the $30.00 USD per pallet charge is the cost to Seachem for these pallets - it is only an equal transfer of the internal cost to complete the shipment. Should an increase to this cost be required, Seachem will notify its Distributors at the earliest timeframe available.
SHIPMENT PAPERWORK DOCUMENTATION courier and or transmission charges are included as part of the FCA shipping term. Seachem will send original shipping documents with all International shipments. Should the Distributor request original shipping paperwork be sent in advance to their location, the Distributor will be responsible for covering these costs in full. Seachem will ship the documents per request and apply all courier fees to the Distributor invoice unless an approved courier account # has been provided to Seachem in advance for this purpose.
Payment and Credit Terms
Payments for orders with credit terms may be made via bank wire, company check or ACH transfer. Only prepaid orders may be paid by credit/charge card. When paying by bank wire, a copy of the bank receipt must be faxed to Seachem at (706) 343-6070 to confirm payment date and any applied fees. If a check is returned a US$50 surcharge shall be applied and immediate payment by cashier’s check is required.
The due date of orders with credit terms is based upon the date of shipment (Invoice Date) and is not based upon the date of receipt of the order. Buyers who consistently pay late (or pay based upon receipt date instead of date of shipment) will have their credit terms revoked for future orders.
If at any time payment due to be paid by Buyer to Seachem is past due, Seachem may reschedule, suspend, or cancel any pending deliveries to Buyer. If Buyer voluntarily or involuntarily becomes a debtor in any bankruptcy, insolvency, workout or similar process, then thereafter payment for Products shall be by cash or certified funds to Seachem sixty (60) days in advance of delivery to Buyer; Seachem may suspend all work towards completion of Products to be delivered until such payment is made, and the date for delivery shall be on or before the sixtieth (60th) day following such payment.
A 3% late payment fee shall be added to all past due accounts and the interest on all past due accounts shall accrue at the lesser of (i) the rate of 1.5% per month (finance charge) or (ii) the maximum allowable non- usurious rate of interest under applicable law. Interest shall be computed on a 365 day year, simple interest basis, based upon the actual number of days elapsed. • Any discounts or freight allowances shall be added back to the purchase invoice of all past due accounts and shall become fully due and payable at that time.
All accounts that are past due or that have exceeded their credit limit shall be contacted and may incur suspended purchasing privileges. If a claim must be filed against any outstanding balance all fees and deductions shall be applied and all future sales shall be made on a prepaid basis only.
Buyer grants to Seachem permission to enter Buyer’s premises and obtain possession of any Products with respect to which payment is not made in accordance herewith.
Quality and Warranty
Seachem warrants Products to be free from defect in material and workmanship only (Seachem’s “General Product Warranty”).
The foregoing warranties are only valid for Products defective at the time of shipment or for defect in installation performed by Seachem personnel, and only if notice is given to Seachem within thirty (30) days after Buyer becomes aware of defect.
No warranty shall extend to Products which have been subjected after shipment by Seachem to misuse, neglect, accident, or improper installation (other than by Seachem personnel), which has been repaired or altered other than by Seachem or Seachem’s authorized representative, or replacement parts not approved by Seachem have been incorporated.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES FOR PERFORMANCE AND CONDITION OF THE PRODUCTS AND INSTALLATION, AND EXCEPTING A COVENANT FOR GOOD TITLE TO THE PRODUCTS, SEACHEM MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR OF FITNESS FOR USE FOR A PARTICULAR PURPOSE.
On notice of warranted defects, Seachem may conduct an on-site investigation. Buyer shall assist in all reasonable ways with Seachem’s investigations of claims.
All claims of warranty coverage shall be handled in accordance with Seachem’s General Product Warranty, as may be amended, modified, or replaced from time to time.
Limitation on Liability
or, in the event the parties are unable to agree upon a single arbitrator, by a single arbitrator appointed by the Atlanta, Georgia, office of such association. The cost of the arbitrator and of AAA shall be divided and borne equally by the parties.
The law of the State of Georgia, U.S.A. shall govern the relationship among Seachem and Buyer. These Terms of Sale are part of any other documents to which these Terms of Sale are attached or by which these Terms of Sale are referenced, and such documents are incorporated herein by this reference and, except as are specifically objected to by Seachem or by these Terms of Sale, are a part of the entire agreement among the parties.
No waiver by one party of any rights which that party may have shall be considered a waiver of subsequent assertion of such rights, except
In the event of a conflict between English language version of these terms and other non-English versions of these terms published by Seachem, the English language version shall control.
Reservation of Rights
Seachem reserves the right to terminate any account and to refuse to honor any purchase order or request at any time, with or without advance notice, if Seachem, in its discretion, determines that such termination or refusal is appropriate to protect its business to enforce these Terms of Sale.
Seachem reserves the right to terminate any account and to refuse to honor any purchase order or request at any time, with or without advance notice, if Seachem determines that any information represented in Buyer’s Account Application submitted to Seachem is untrue.
Seachem reserves the right to terminate the account of any account holder that is other than a reseller or distributor of Seachem Products and to refuse to honor any purchase order or request at any time, with or without advance notice, from such account holder.