{"id":7546,"date":"2025-04-15T10:47:18","date_gmt":"2025-04-15T10:47:18","guid":{"rendered":"https:\/\/halocarbon-ls.com\/?page_id=7546"},"modified":"2025-04-15T10:47:36","modified_gmt":"2025-04-15T10:47:36","slug":"terms-and-conditions","status":"publish","type":"page","link":"https:\/\/halocarbon-ls.com\/?page_id=7546","title":{"rendered":"Terms and Conditions"},"content":{"rendered":"\t\t
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These Terms and Conditions apply to all purchases of products, materials, or other goods sold by Seller (collectively, \u201cGoods\u201d). Each purchase order accepted by Buyer will be deemed to incorporate these Terms and Conditions (each such purchase agreement, together with these Terms and Conditions, an \u201cAgreement\u201d).<\/p>

1. Unless otherwise provided herein, Buyer shall give to Seller at least 15 days\u2019 notice, accompanied by shipping instructions, with respect to each delivery required hereunder. Buyer may not cancel any order or invoice. Deliveries of Goods may not be extended beyond the original delivery date. Any liability of Seller for non-delivery of Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.<\/p>

2. Unless otherwise agreed by Seller in writing, all Goods are sold Ex Works (as defined in INCOTERMS 2020 published by the International Chamber of Commerce) Seller\u2019s shipping point. Title to and risk of loss of all Goods sold hereunder shall pass to Buyer upon Sellers delivery to carrier at shipping point.<\/p>

3. The price for the Goods, subject to modification as set forth below (the \u201cPrice\u201d), will be the price set forth in Seller\u2019s unexpired quotation for such Goods. If no unexpired quotation applies to the applicable Goods, the price for such Goods will be Seller\u2019s list price for such Goods. The Prices are exclusive of any and all taxes (including sales, use, and excise taxes) and any other duties and charges of any kind imposed by any governmental authority upon the production, sale and\/or shipment of the Goods, whether now imposed or hereafter becoming effective for or during the period hereof, and all such amounts shall be added to the Price. If Seller incurs additional transportation charges as part its performance, Seller will be entitled to reasonably modify the Price at any time to reflect any associated increase in transportation charges.. Unless otherwise agreed by the parties in writing, payment of the Price for all Goods in full is required at the time of delivery.<\/p>

4. Seller will not be liable or responsible to Buyer, or be deemed to have defaulted under or breached any Agreement, for any failure or delay in fulfilling or performing any term of an Agreement when such failure or delay is caused by or results from war, fire, flood, strike, labor trouble, accident, riot, act of governmental authority, acts of God, or events beyond Seller\u2019s reasonable control, including any interference with or failure of production, supply, or transportation of Goods or the supply of any raw material used in connection therewith.<\/p>

5. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE GOODS, , INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE RESULTING FROM THE HANDLING OR USE OF GOODS.<\/p>

6. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL SELLER\u2019S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, EXCEED THE PURCHASE PRICE ACTUALLY PAID BY BUYER FOR THE GOODS IN RESPECT TO WHICH SUCH LIABILITY RELATES. WITHOUT LIMITING THE FOREGOING, SELLER SHALL NOT BE LIABLE IN ANY EVENT FOR PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM THE USE OF SAID GOODS, WHETHER IN THE PROVISION OF MEDICAL CARE, IN MANUFACTURING PROCESS, OR IN COMBINATION WITH OTHER SUBSTANCES, OR OTHERWISE.<\/p>

7. Buyer will indemnify, defend, and hold Customer, its affiliates, licensors, subcontractors, service providers and suppliers, and each of their employees, agents, representatives, shareholders, officers, directors, successors and assigns (collectively, the \u201cHalocarbon Indemnitees\u201d) harmless, to the fullest extent allowed by law, from any and all third party claims, judgments, losses, damages, penalties, fines, demands, costs and expenses, including, without limitation, reasonable attorneys\u2019 fees and court costs, or liabilities (\u201cThird-Party Claim\u201d) arising from or related to Buyer\u2019s use or resale of Goods.<\/p>

8. Buyer shall inspect the Goods upon receipt. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods within three days of delivery and furnishes such written evidence or other documentation as reasonably required by Seller. \u201cNonconforming Goods\u201d means only the following: (i) product shipped is different than identified in Buyer\u2019s purchase order; or (ii) product\u2019s label or packaging incorrectly identifies its contents. If Buyer timely notifies Seller of Nonconforming Goods, Seller shall, in its sole discretion (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the price actually paid by Seller for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller\u2019s facility located at the address indicated on the Invoice. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer\u2019s shipment of Nonconforming Goods, ship to Buyer, at Buyer\u2019s expense and risk of loss, the replaced Goods. The remedies set forth in this Section 7 are Buyer\u2019s exclusive remedies and Seller\u2019s sole obligation for the delivery of Nonconforming Goods. Except as provided in this Section 7, all sales are final and Buyer has no right to return Goods.<\/p>

9. Returnable containers are the property of Seller and are loaned to Buyer. Buyer shall make a deposit as security for the return of such containers, equal to Seller\u2019s current deposit charge therefore at time of shipment, such deposit to be paid when the invoice for the contents is paid. Buyer shall use such containers only for reasonable storage of Seller\u2019s Goods originally delivered therein, and shall promptly return same in good condition (f.o.b. Seller\u2019s shipping point, unless otherwise specified). Upon return of such containers as above provided, Seller shall credit Buyer with the amount of said deposit; but if Buyer fails to so return such containers in good condition, Seller may refuse to accept same and may retain said deposit.<\/p>

10. Seller may recover for each delivery hereunder as a separate transaction, without reference to any other delivery. If Buyer is in default with respect to any of the terms or conditions of this or any other contract with Seller, Seller may, at its option, defer further deliveries hereunder until such default be remedied (in which event, if Seller so elects, the contract period shall be deemed extended by a time equal to that during which deliveries shall be so deferred), or without prejudice to any other legal remedy, Seller may decline further performance hereof.<\/p>

11. Seller may decline to make deliveries on this contract, except for cash, whenever Seller for any reason believes that Buyer is in breach of any agreement between Seller and Buyer or that Buyer may be unable to pay for any Goods.<\/p>

12. Seller reserves the right to make delivery in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installments shall not relieve Buyer of its obligation to accept remaining deliveries.<\/p>

13. In addition to any remedies that may be provided under these Terms and Conditions, Seller may terminate any Agreement with immediate effect upon written notice to Buyer if Buyer: (i) fails to pay any amount when due under any Agreement; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.<\/p>

14. Seller\u2019s waiver of any breach, or failure to enforce any of the terms and conditions of this contract, at any time, shall not in any way affect, limit or waive Seller\u2019s right thereafter to enforce and compel strict compliance with every term and condition hereof.<\/p>

15. Neither Party shall, without the prior written consent of the other Party, use or disclose the Confidential Information of the other Party during the Term of the Agreement and for two (2) years following the expiration or termination hereof. As used herein, \u201cConfidential Information\u201d shall mean any non-public information owned or duly licensed by a Party relating to its respective business activities, products, services, financial affairs, technology, marketing, or sales plans disclosed related to the Agreement, and received by the other Party pursuant to the Agreement, including, but is not limited to, the terms and pricing of the Agreement. Confidential Information shall not include information which: (i) is or becomes public knowledge through no breach of the Agreement by the receiving Party, (ii) is received by the receiving Party from a third party not under a duty of confidence, or (iii) is already known or is independently developed by the receiving Party without use of the Confidential Information. Each Party will take all reasonable precautions to protect the other Party\u2019s Confidential Information, using at least the same standard of care as it uses to maintain the confidentiality of its own Confidential Information. Notwithstanding the foregoing, a Party may disclose Confidential Information: (a) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and are contractually and\/or legally subject to a duty of confidentiality, or (b) pursuant to legal process; provided that the disclosing Party shall, unless legally prohibited, provide the non-disclosing Party with reasonable prior written notice sufficient to permit it an opportunity to contest such disclosure.<\/p>

16. Each Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof, and there are no understandings, representations or warranties of any kind, express or implied, not expressly set forth herein. Except as expressly provided in these Terms or Conditions, no part of the Agreement may be modified or terminated except in writing. Any and all provisions in the Agreement which would reasonably be expected to be performed after the termination or expiration of the Agreement shall survive and be enforceable after such termination or expiration, including, without limitation, provisions relating to confidentiality, ownership, disclaimers, indemnification, limitations of liability, effects of termination, jurisdiction and governing law.<\/p>

17. Buyer shall not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under the Agreement.<\/p>

18. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. The Agreement does not grant either Party any rights, implied or otherwise, to the other Party\u2019s content or any of the other Party\u2019s intellectual property or trade secrets.<\/p>

19. Buyer warrants and covenants that Buyer will not possess, use, import, access, export, re-export, or resell (and shall not permit the possession, use, importation, access, exportation, or resale of) Seller\u2019s Goods, or any portion thereof, in violation of any applicable sanctions and export control laws, rules, or regulations of any jurisdiction. Buyer shall comply with all applicable import, export and re-export control laws and regulations, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and the sanctions programs administered and enforced by the U.S. Department of the Treasury\u2019s Office of Foreign Assets Control (collectively, \u201cTrade Control Laws\u201c). This includes Buyer\u2019s responsibility to secure and pay for any export licenses or other U.S. Federal Government authorization as may be necessary in connection with Buyer\u2019s use, possession, export, re-export, of Goods. Seller may terminate any Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Goods.<\/p>

20. Buyer shall not permit Goods to be used by or on behalf of the U.S. Federal Government without Seller\u2019s prior written consent. To the extent Seller provides consent for Goods to be used by or on behalf of the U.S. Federal Government, they are provided solely as \u201ccommercial items\u201d as defined in the Federal Acquisition Regulation (\u201cFAR\u201d) and Defense Federal Acquisition Regulation Supplement (\u201cDFARS\u201d). Further the Seller\u2019s Goods are provided or licensed to the Government with only the rights provided for in the Agreement.<\/p>

21. These Terms and Conditions and all issues as the parties\u2019 performance hereunder shall be conclusively deemed to be controlled by the laws of the State of Georgia without giving effect to its principles of conflicts of laws. Any action which pertains in whole or in part to any transaction under these Terms and Conditions shall be governed by such law and shall be deemed timely only if commenced within two years of such transaction.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

These Terms and Conditions apply to all purchases of products, materials, or other goods sold by Seller (collectively, \u201cGoods\u201d). Each purchase order accepted by Buyer will be deemed to incorporate these Terms and Conditions (each such purchase agreement, together with these Terms and Conditions, an \u201cAgreement\u201d). 1. Unless otherwise provided herein, Buyer shall give to…<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"footnotes":""},"class_list":["post-7546","page","type-page","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/halocarbon-ls.com\/index.php?rest_route=\/wp\/v2\/pages\/7546","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/halocarbon-ls.com\/index.php?rest_route=\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/halocarbon-ls.com\/index.php?rest_route=\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/halocarbon-ls.com\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/halocarbon-ls.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=7546"}],"version-history":[{"count":3,"href":"https:\/\/halocarbon-ls.com\/index.php?rest_route=\/wp\/v2\/pages\/7546\/revisions"}],"predecessor-version":[{"id":7549,"href":"https:\/\/halocarbon-ls.com\/index.php?rest_route=\/wp\/v2\/pages\/7546\/revisions\/7549"}],"wp:attachment":[{"href":"https:\/\/halocarbon-ls.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=7546"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}