Terms and Conditions for Sale
These Terms and Conditions for Sale apply to all sales of goods by American Permalight® Inc. By placing an order, you agree to be bound by these Terms and Conditions, together with any written order confirmation issued by us.
1. Definitions
In these Terms and Conditions:
- Buyer means the individual, company, or organization identified on the order as the purchaser of goods, including its agents, representatives, affiliates, successors, and permitted assigns.
- Seller means American Permalight® Inc., including its affiliates, agents, employees, successors, and assigns.
- Goods means all products, materials, components, equipment, and related items supplied by Seller to Buyer, whether standard or custom, and in any stage of completion.
- Order means any purchase order, sales order, work order, or other written or electronic communication issued by Buyer and accepted by Seller for the purchase of Goods under these Terms and Conditions.
2. Terms and Acknowledgement
These Terms and Conditions are incorporated into and form part of every Order accepted by Seller. They constitute the complete and exclusive agreement between Buyer and Seller regarding the sale of Goods. Any additional or different terms in Buyer’s purchase orders or other documents are rejected and will not apply unless Seller agrees in writing. No change to these Terms and Conditions is binding unless confirmed in writing by Seller.
3. Acceptance of Orders
After receiving an Order from Buyer, Seller will review it. The parties are bound by the Order when Seller does any of the following:
- Sends an order acknowledgement or written confirmation to Buyer,
- Issues an invoice relating to the Order, or
- Ships or delivers any Goods listed in the Order.
4. Warranty
Except as specifically stated in any written warranty certificate provided by Seller with the Goods, Seller provides the Goods on an “as is” basis and disclaims all other express or implied warranties, including any implied warranties of merchantability or fitness for a particular purpose.
Buyer is solely responsible for choosing the Goods, deciding how and where they will be used, and confirming they are suitable for Buyer’s intended application. Buyer agrees that it is not relying on Seller or its employees or agents to select or supply Goods that meet any particular specifications or use.
Buyer’s exclusive remedy for defective or nonconforming Goods is, at Seller’s choice, repair of the Goods, replacement of the Goods, or refund of the purchase price paid for the affected Goods. All other remedies are waived.
5. Pricing
All prices are subject to change without notice. Goods will be invoiced at the prices in effect at the time of shipment. If the price increase for an Order exceeds twenty percent (20%) compared to the price at the time of the Order, Seller will notify Buyer before shipment and Buyer may cancel the affected portion of the Order without further obligation. Seller may add surcharges from time to time when necessary due to changes in shipping costs, fuel, raw materials, or similar factors.
6. Transportation
Unless otherwise stated in writing, all shipments are EXW (Ex Works) Seller’s loading dock, which is the shipping point. Buyer is responsible for all freight charges, customs clearance, duties, and risks associated with shipment from the shipping point to Buyer’s designated delivery location.
Any shipping dates provided by Seller are estimates only. Seller does not guarantee a specific shipment or delivery date. Seller is not responsible for damage to Goods while in transit. Buyer must carefully inspect all Goods upon receipt and file any claims for damage directly with the carrier.
7. Delay
Seller is not liable for delays in manufacturing, shipping, or delivery. If any portion of an Order is delayed for more than ninety (90) days, Buyer may cancel the delayed portion of the Order. Buyer’s only remedy for delay is cancellation of the delayed portion.
8. Inspection and Acceptance of Goods
Buyer has five (5) calendar days from the date of delivery to inspect the Goods and reject them as nonconforming. Any rejection must:
- Be in writing and received by Seller within five (5) calendar days of delivery,
- Identify the specific Goods being rejected, and
- Describe the alleged nonconformity in reasonable detail.
Rejected Goods must be returned to Seller within ten (10) calendar days from the date of delivery and must include the original Order and corresponding invoice. Goods not rejected in this manner and within these time frames are deemed accepted by Buyer.
Seller’s physical receipt of returned Goods does not mean Seller agrees that the Goods are nonconforming. Within fifteen (15) calendar days after receiving returned Goods, Seller will inspect and test them. If Seller determines that the Goods are nonconforming, Seller will, at its choice:
- Repair the Goods,
- Replace the Goods, or
- Refund the purchase price for the affected Goods.
This is Buyer’s exclusive remedy for nonconforming Goods.
9. Order Cancellation
All requests to cancel an Order must be made in writing by Buyer and received before Seller issues a written order confirmation. Orders are not considered canceled unless Seller provides written confirmation of cancellation. Orders that are already in process or completed when the cancellation request is received may be subject to cancellation charges up to the full invoice value of the material.
10. Payment Terms and Taxes
Unless Seller specifies otherwise in writing, payment is due within thirty (30) calendar days from the invoice date. Seller may require cash payment or another form of payment in advance of shipment or completion of work.
Buyer is responsible for all taxes and government charges arising from the sale of Goods. Past due invoices accrue interest at the lesser of five percent (5%) per month or the maximum rate allowed by law.
Buyer may not withhold or set off any amounts against Seller’s invoices. If Buyer disputes any portion of an invoice, Buyer must notify Seller in writing within thirty (30) calendar days from the invoice date, identifying the disputed amount and the reason. If Buyer does not give timely written notice, the invoice is deemed accepted. In the case of a genuine dispute, Buyer must still pay the undisputed portion within thirty (30) calendar days. The parties will work in good faith to resolve any disputes.
11. Returns
Goods may be returned within fourteen (14) calendar days from the invoice date, but only with prior written authorization and return shipping instructions from Seller. For authorized returns, Seller may charge a reasonable restocking fee.
12. Change Orders
No changes to an Order, including changes to specifications, quantities, delivery schedules, or other terms, are binding on Seller unless agreed in writing by an authorized representative of Seller.
Seller may adjust pricing, delivery timing, and other terms as a condition of accepting any change. Buyer must submit any requested changes at least ten (10) calendar days before the scheduled shipment or delivery date. Seller is not obligated to consider or accept change requests received after that time. If Seller accepts a change, Seller will issue a written Change Order describing the revised terms. Buyer is responsible for all additional costs, expenses, and delays resulting from any changes, including restocking fees, production adjustments, and administrative costs.
13. Limitation of Liability and Waiver of Certain Damages
Under no circumstances will Seller be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of business opportunities, delay damages, loss of use, labor costs, personal injury or death, or damage to property, arising out of or related to the sale, delivery, installation, use, or performance of the Goods, even if Seller has been advised of the possibility of such damages.
Seller’s total liability, whether based on contract, tort (including negligence), strict liability, or any other theory, will not exceed the purchase price of the specific Goods that give rise to the claim.
Seller is not responsible for failures, defects, or nonconformities resulting from improper storage, handling, installation, maintenance, or use; failure to follow Seller’s written instructions or industry standards; or other causes beyond Seller’s control, including misuse, modification, or environmental conditions. Buyer assumes all risk and responsibility for the use and results obtained from the Goods, whether used alone or with other products or materials.
14. Indemnification
Buyer agrees to indemnify, defend, and hold harmless Seller and its affiliates, officers, directors, employees, and agents from and against all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees and court costs) arising out of or relating to:
- Buyer’s use, handling, storage, installation, or resale of the Goods,
- Any breach by Buyer of these Terms and Conditions or applicable law,
- Any modification or misuse of the Goods by Buyer or any third party, and
- Any claim of personal injury, death, or property damage caused by Buyer’s negligence or willful misconduct.
15. Intellectual Property
All intellectual property rights related to the Goods, including patents, trademarks, copyrights, trade secrets, technical data, specifications, designs, drawings, and other proprietary information, whether registered or not, remain the sole property of Seller or its licensors.
Nothing in these Terms and Conditions grants Buyer any license or other rights in Seller’s intellectual property, except the limited right to use the Goods in accordance with these Terms and Conditions. Buyer must not reverse engineer, disassemble, deconstruct, or otherwise attempt to determine the composition, design, or manufacturing process of the Goods without Seller’s prior written consent.
Buyer must not use Seller’s trademarks, trade names, or other proprietary marks without prior written authorization. Any unauthorized use is a material breach of these Terms and Conditions and may result in immediate termination and legal action.
16. Force Majeure
Seller is not liable for any delay or failure to perform any obligation under these Terms and Conditions when such delay or failure is caused by events beyond Seller’s reasonable control. These events may include, but are not limited to, acts of God, natural disasters, fire, flood, earthquake, explosions, war, terrorism, civil unrest, labor disputes, strikes, pandemics, epidemics, government actions, embargoes, shortages of materials or transportation, power outages, or failures of suppliers or subcontractors.
If a force majeure event occurs, Seller’s time for performance is extended for the duration of the event. If the event continues for more than sixty (60) days, Seller may, at its choice, terminate the affected Order or these Terms and Conditions without liability. Buyer may not cancel an Order or claim damages due to such delay or failure.
17. Governing Law and Jurisdiction
These Terms and Conditions, and any dispute or claim related to them, the sale of Goods, or the relationship between the parties, are governed by the laws of the State of California, without regard to conflict of law rules.
The exclusive jurisdiction and venue for any action arising out of or relating to these Terms and Conditions are the state or federal courts located in Los Angeles County, California. Buyer irrevocably submits to the personal jurisdiction of those courts and waives any objection to venue or forum.
18. Contact Information
American Permalight® Inc.
2570 W 237th St Suite C
Torrance, CA 90505
Phone: (310) 891-0924
Email: orderdesk@americanpermalight.com