TERMS AND CONDITIONS FOR SALE OF GOODS:
Aalborz Chemical LLC, d/b/a AalChem, Aalcare, LLC (identified collectively as "Seller") agrees to sell its product to Buyer contingent upon Buyer's acceptance of the following Terms and conditions ("Terms”). By placing an order for Seller's product, Buyer is deemed to have read and accepted these Terms.
- Buyer agrees that its sole exclusive remedy against Seller for nonconforming product shall be limited to the repair or replacement of nonconforming or defective goods, f.o.b. Seller’s main office, provided the Seller is promptly notified in writing of any defect by Buyer. As a condition to this remedy, Buyer must return to Seller any unused product along with the non-conforming product. Under no circumstance shall Buyer be entitled to make such a claim beyond one year from the date of its order of product from Seller. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing and able to repair or replace the goods.
- Seller shall not be liable for any loss, damage, or injury resulting from delay in delivery of the goods or for any failure to perform which is due to circumstances beyond its control. The maximum liability if any, of Seller for all damages, including without limitation, contract damages and damages for injuries to persons or property, whether arising from Seller’s breach of this Agreement, breach of warranty, negligence, strict liability, or other tort, is limited to an amount not to exceed the purchase price of the portion of the goods at issue in the dispute. In no event shall Seller be liable to Buyer for any incidental, consequential or special damages, including without limitation, lost revenues and profits, even if it has been advised of the possibility of such damages.
- These Terms constitute the entire understanding between the parties with respect to the subject matter of these Terms and supersedes any prior discussions, negotiations, agreements and understandings.
- This sale shall be governed and controlled in all respects by the laws of the State of Michigan, including as to interpretation, enforceability, validity, and construction.
- Buyer and Seller submit to the jurisdiction and venue of the circuit court for the County in which Seller’s principal business office is located or, if original jurisdiction can be established, in the United States District Court where Seller’s principal business office is located with respect to any action arising, directly or indirectly, out of this sale or the performance or breach involving this sale. The parties stipulate that the venues referenced in this Agreement are convenient.
- All notices and other communications required or permitted and relating to this sale shall be in writing and shall be deemed given when delivered personally or by registered or certified mail.
- Seller’s failure to exercise a right or remedy or Seller’s acceptance of a partial or delinquent payment shall not operate as a waiver of any of Seller’s rights or Buyer’s obligations to Seller and shall not constitute a waiver of Seller’s right to declare an immediate or subsequent default by Buyer.
- Whenever possible, each provision of these Terms shall be interpreted in such a way as to be effective and valid under applicable law. If a provision is prohibited by or is invalid under applicable law, it shall be ineffective only to the extent of such provision or invalidity, without invalidating the remainder of such provision or the remaining provisions of these Terms.
- The Terms may not be varied or modified in any manner except in a subsequent writing executed by an authorized representative of both parties.
- Seller may assign this sale as part of a merger, acquisition or other reorganization.
- The remedies provided under these Terms shall be cumulative, and the assertion by a party of any right or remedy shall not preclude the assertion by such party of any other rights or the seeking of any other remedies.
- In the event of an assignment of Seller's rights and obligations, the Terms shall be binding upon and inure to the benefit of the Sellers’ successors and assigns
- Risk of loss concerning the goods sold by Seller to Buyer shall pass upon shipment by Seller to Buyer. Nothing shall preclude Seller from insuring shipped goods beyond the point of shipment, and such insurance shall be solely for the benefit of Seller.
- Seller shall not be deemed to be in default or otherwise responsible for delays or failures in performance resulting from acts of God, acts of war or civil disturbance, epidemics, governmental action or inaction, fires, earthquakes, unavailability of labor, materials, power or communication, or other causes beyond Seller’s reasonable control.
- This sale shall not confer any rights or remedies upon any third-party other than the Seller and Buyer and their respective successors and permitted assigns.
- In the event of a dispute arising out of this sale, the prevailing party in the dispute shall be entitled to actual attorney’s fees and costs incurred in the dispute.
- In the event Seller is servicing what would be deemed to be a blanket order or requirements contract, if Seller encounters price increases for supply of product to service the Buyer, Buyer shall provide Seller price adjustments to satisfy the Seller or Seller shall be permitted to terminate any sales obligation to Buyer without liability to Seller.