Terms and Conditions
APPLICABILITY
All sales of goods (“Products”) by APEX Komerco, LLC. (the “Seller”) are made subject to these Terms and Conditions of Sale and are expressly conditioned upon the Buyer’s assent thereto. The information contained in these Terms and Conditions of Sale serve to supplement the information contained in the Seller’s catalog and on the Seller’s web site, . The Seller will not be bound by any variations from or additions to these terms and conditions of sale contained in any purchase order or other document submitted by the Buyer. No variation from these Terms and Conditions of Sale shall be binding upon the Seller unless agreed to in writing by an authorized representative of the Seller.
ORDERS
Acceptance and Cancellation, Returns – No order for Products placed by a buyer (“Buyer”) shall be binding on Seller unless and until accepted by Seller. Seller reserves the right to reject any order for any reason. Once submitted to Seller, an order may not be changed or cancelled by Buyer unless such change or cancellation is expressly agreed to in writing by an authorized representative of Seller. Any such agreement to change or cancel an order may be conditioned upon Buyer paying a change or cancellation charge intended to compensate Seller for costs incurred, including, but not limited to, storage and shipping costs, costs of producing non-standard catalog items, costs incurred in purchasing materials, change or cancellation costs imposed on Seller by its suppliers, disposal costs incurred in disposing of Products in accordance with law, and any other cost resulting from a change or cancellation of an order placed by Buyer.
If Seller is unable for any reason to fill Buyer’s entire order for Products, Seller may allocate its supply among any or all Buyers on such basis as Seller deems convenient and practical, without liability for any failure of performance which may result from such determination.
SHIPMENT, HANDLING AND DELIVERY
Shipping and handling charges will be added to the quoted price for the Products. Seller will bill actual shipping charges plus appropriate handling, insurance, and hazardous materials surcharges (where applicable). Delivery of the Products to the carrier at Seller’s shipping point shall constitute Seller’s sole shipping obligation and Buyer shall thereafter bear all risks of loss or damage in transit. Unless Buyer specifies mode of shipment, Seller will determine the method of shipment and choice of carrier. Buyer shall also be solely responsible once the Products are delivered by Seller at Client´s facilities
PRICING, TERMS OF PAYMENT
All prices are shown in the currency of Seller’s shipping location and are subject to change without notice. In addition to the quoted price, Buyer shall also be responsible to pay all sales or use taxes, excise taxes, duties, customs, import or export fees and any other taxes, fees or charges of any nature applicable to the Buyer’s purchase of Products. The terms of all invoices are net 30 days from the invoice date, unless otherwise agreed and communicated between Seller and Buyer. Past due balances are subject to 1.5% service charge per month (18% per year) after 30 days. In the event Buyer defaults in the payment of the purchase price of any order, Buyer agrees that it will also be responsible to pay all costs, including attorney’s fees and other expenses of collection resulting from any such default by Buyer.
USES, WARRANTIES, LIABILITIES AND SAFETY
The Products are not to be used for any other purposes other than its intended use. They should not be used as or as components in drugs, for human or animal use, or in medical devices, cosmetics, food additives, household chemicals, agricultural or horticultural products, pesticides, or for other related purposes. Buyer acknowledges that the Products have not been tested by the Seller for safety or efficacy in any particular application unless otherwise stated in Seller’s written materials furnished to Buyer.
The Buyer represents and warrants to the Seller that it shall use the Products in accordance with applicable law, rule, regulation and not in violation of any patent or other proprietary rights of any third party. The Buyer expressly represents and warrants that Buyer will properly test, use, manufacture and market any Products purchased from Seller or materials produced with Products purchased by Seller in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with law. The Buyer agrees to indemnify and hold harmless the Seller, its employees, agents, successors, officers and assigns for and against any and all suits, claims, demands, liabilities, losses, damages and/or expenses, including costs and fees of legal counsel and all other costs of defending any action, that the Seller may incur as a result of any act or failure to act by the Buyer, its officers, agents or employees, successors or assignees, its customers or all other third parties, whether direct or indirect, in connection with the possession or use of any Product sold by Seller or by reason of Buyer’s breach of any of its agreements contained herein. Buyer’s indemnity shall extend to any claim brought against Seller by a third party alleging that the use of a Product by the Buyer infringes the patent rights, trademarks, intellectual property rights or other proprietary rights of any third party. Buyer shall notify Seller in writing within fifteen (15) days of Buyer’s receipt of knowledge of any accident, or incident involving Seller’s Products which results in personal injury or damage to property, and Buyer shall fully cooperate with Seller in the investigation and determination of the cause of such accident.
All of the Products offered by Seller are chemicals. As such, they should be used or handled only by or under the direct supervisions of technically qualified individuals. All Products should be handled only by properly trained persons who are familiar with the potential hazards in handling chemicals. The Buyer assumes all responsibility to learn and understand the risks associated with any of the Products and for instructing its employees, agents, customers and any other persons who might reasonably be expected to come into contact with the Products, in techniques for safe handling and use of the Products and of any potential risks to person and property in any way connected with the Products. The Buyer also assumes the responsibility for the safe disposal of all Products in accordance with all applicable laws.
LEGAL DISCLAIMER
Disclaimer Regarding Expectations of Results – Please be advised that due to the nature of the products which APEX Komerco, LLC. (“APEX”) is selling, there is no possibility of substantiating any claimed results. It can be assumed that no results are to be expected as a result of one’s purchase of these products. APEX Komerco, LLC does not and cannot make any representations, promises or guarantees of the effectiveness of his products.
Disclaimer & Legal Rights
No Warranties
ALL PRODUCTS ARE PROVIDED, AS IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OUR COMPANY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PRODUCTS, IN THE TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCTS ARE ASSUMED BY YOU. IF THE PRODUCTS, ARE DEFECTIVE, YOU, AND NOT OUR COMPANY, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, OR CORRECTION. THIS IS THE ONLY WARRANT OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT IS MADE BY OUR COMPANY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR COMPANY SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE TO DO SO. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE ANTICIPATED SAVINGS, LOSS OF BUYER PROPERTY OR ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER’S GROSS NEGLIGENCE
Customer Remedy
Our company’s entire liability, and the purchaser’s exclusive remedy, shall be a refund of the price paid or replacement of our products, at our option. We limit replacement to thirty calendar days. All remedies are limited to the United States. Some states do not allow the exclusion or limitation of liability, so the above limitations may not apply to you.
Limitation & Exclusion Of Liability
These warranties exclude all incidental or consequential damages. Our company, and its suppliers, will not be liable for any damages whatsoever, including without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss.
Legal Forum & Choice Of Laws
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules. Any legal action arising out of this Agreement shall be litigated and enforced under the laws of the State of Texas. In addition, you agree to submit to the jurisdiction of the courts of the State of Texas, and that any legal action pursued by you shall be within the exclusive jurisdiction of the courts of Harris County in the State of Texas, USA.
