Terms & Conditions
SEA-LAND USA
Sea-Land Chemical Company
Terms and Conditions
1. ACCEPTANCE OF TERMS AND CONDITIONS. SALES BY THE SELLER ARE EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY FORM OF BUYER CONTAINING ADDITIONAL OR CONTRARY TERMS AND CONDITIONS OF SALE SHALL NOT HAVE THE EFFECT OF DELETING, MODIFYING OR ADDING TO THE TERMS AND CONDITIONS, UNLESS EXPRESSLY ACCEPTED IN WRITING BY THE SELLER.
2. DELIVERIES. UNLESS OTHERWISE AGREED TO IN WRITING BY THE SELLER, TITLE TO ALL MATERIAL SOLD BY SELLER (“MATERIAL”) AND THE RISK OF LOSS SHALL PASS TO THE BUYER UPON THE DELIVERY BY THE SELLER OF THE MATERIAL TO A CARRIER AT THE SHIPPING POINT OR THE ACTUAL TRANSFER OF POSSESSION OF THE MATERIAL TO THE BUYER, WHICHEVER IS EARLIER. ORDERS THE SELLER DEEMS TO BE A DIRECT OR AN INDIRECT EXPORT SALE SHALL BE COMPLETED IN ACCORDANCE WITH EXPORT ADMINISTRATION REGULATIONS. NO SHIPMENT WITHOUT PENALTY OF THE MATERIAL SHALL BE DIVERTED OR RECONSIGNED WITHOUT SELLER’S PRIOR WRITTEN CONSENT. SELLER RESERVES THE RIGHT TO CANCEL ANY ORDER IF SELLER BELIEVES A VIOLATION OF ANY REGULATION WILL RESULT DUE TO THE SALE.
3. DELAYED/FORCE MAJEURE. DELIVERY DATE INDICATED ON QUOTATIONS OR ACKNOWLEDGMENTS OF SELLER ARE ESTIMATES AND ARE NOT GUARANTEED. SELLER SHALL NOT BE LIABLE FOR ANY DEFAULTS, DAMAGES, OR DELAYS IN FILLING ANY ORDER CAUSED BY CONDITIONS BEYOND SELLER’S CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, STRIKE, LOCKOUT, BOYCOTT, OR OTHER LABOR TROUBLES, WAR, RIOT, FLOOD, NEW GOVERNMENT REGULATIONS, OR DELAYS OF SELLER’S SUPPLIERS OR SUBCONTRACTORS IN FURNISHING MATERIALS OR SUPPLIES DUE TO ONE OR MORE OF THE FOREGOING OR LIKE CAUSES.
4. PRICES/CREDIT TERMS. THE PRICE OF MATERIAL WILL BE THE CURRENT PRICE OF SELLER AT THE TIME OF SHIPMENT OF THE MATERIAL. NO PRICES ARE GUARANTED UNLESS SELLER EXPRESSLY GUARANTEES A PRICE IN WRITING. ANY TAX, EXCISE, FEE OR OTHER CHARGES OR ANY INCREASE THEREOF NOW OR HEREAFTER IMPOSED BY LAW UPON THE PRODUCTION, STORAGE, WITHDRAWAL, SALE, TRANSPORATION OR DELIVERY OF THE MATERIAL SHALL BE IN ADDITION TO THE PRICE QUOTED AND SHALL BE PAID BY THE BUYER. PAYMENT TERMS ARE NET (10) DAYS UNLESS AGEED OTHERWISE IN WRITING. IT IS AGREED AND UNDERSTOOD THAT ALL NECESSARY COLLECTION AND LEGAL EXPENSES AND INTEREST (AT 1.5% PER MONTH) MAY BE CHARGED TO THE BUYER IN THE EVENT OF DELINQUENT PAYMENT OR FAILURE TO PAY FOR GOODS SOLD AND DELIVERED.
5. WEIGHT OF SHIPMENT. WEIGHTS OF ALL SHIPMENTS SHALL BE DETERMINED BY SELLER AT THE POINT OF SHIPMENT. CLAIMS CONTESTING WEIGHTS WILL BE CONSIDERED ONLY IF (A) CLAIM IS MADE FOR 1% OR MORE OF THE ENTIRE CONTENTS AND (B) EXAMINATION IS MADE AND VERIFIED BY AN AUTHORIZED AGENT OF THE CARRIER OR AN INSPECTOR ACCEPTABLE TO THE SELLER. CLAIMS IN RELATION TO MATERIAL SHIPPED VIA TANK CAR OR TANK TRUCK WILL BE BASED ON WEIGHT ONLY.
6. WARRANTIES. SELLER WARRANTS THAT THE MATERIAL DELIVERED WILL CONFORM TO ITS SPECIFICATIONS AT THE TIME OF SHIPMENT. BEFORE ANY CLAIM WILL BE HONORED, SELLER MUST BE GIVEN AN OPPORTUNITY TO INSPECT THE MATERIAL IN THE FORM IN WHICH DELIVERED AFTER RECEIVING NOTICE OF BUYER’S CLAIM. SELLER’S LIABILITY HEREUNDER IS LIMITED TO REPLACING THE MATERIAL AT THE LOCATION WHERE THE MATERIAL WAS ORGINALLY SHIPPED BY SELLER.
7. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIAL OR THE USE OF THE MATERIAL OR THE PERFORMANCE OF THE MATERIAL. SELLER SPECIFICALLY MAKES NO WARRANTY, EXPRESS OR IMPLIED OF FITNESS FOR A PARTICULAR PURPOSE. SELLER NEITHER ASSUMES, NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT, ANY WARRANTY NOT SPECIFICALLY PROVIDED HEREIN. SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF THE SALE OF THE MATERIAL, A BREACH OF THE WARRANTY PROVIDED HEREIN OR ANY USE OR MISUSE OF THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL SELLER’S LIABILITY TO BUYER EXCEED THE AMOUNT BUYER PAID TO SELLER FOR THE MATERIAL IN QUESTION.
8. CLAIMS. ALL CLAIMS MUST BE MADE IN WRITING WITHIN TEN (10) CALENDAR DAYS AFTER DELIVERY OF THE MATERIAL, OR IF DELIVERY HAS NOT BEEN MADE, WITHIN TEN (10) DAYS OF THE DATE FIXED FOR A DELIVERY AND FAILURE TO MAKE A CLAIM WITHIN SUCH TIME SHALL CONSTITUTE A WAIVER BY BUYER OF ANY SUCH CLAIMS.
9. IF APPLICABLE, CLAIM FOR ANY DAMAGE TO MATERIAL IN TRANSIT BY A CARRIER SELECTED BY SELLER MUST BE SUBSTANTIATED BY NOTATED FREIGHT BILLS, THE CARRIER’S OVER-SHORT AND DAMAGE INSPECTION REPORT, AND ANY OTHER SUPPORTING DOCUMENTS WHICH, IN SELLER’S OPINION, ARE NECESSARY. NO CLAIM OF ANY KIND SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE MATERIAL WITH RESPECT TO WHICH THE CLAIM IS BEING MADE.
10. CLAIM FOR ANY DAMAGE TO MATERIAL IN TRANSIT BY A CARRIER SELECTED BY BUYER SHALL NOT BE THE RESPONSIBILITY OF THE SELLER.
11. DEMURRAGE AND DETENTION CHARGES. BUYER SHALL BE RESPONSIBLE FOR ALL DEMURRAGE AND DETENTION CHARGES INCURRED AS A RESULT OF ANY DELAY IN DELIVERY.
12. SET-OFF. ANY INDEBTEDNESS OF SELLER TO BUYER MAY, AT SELLER’S OPTION, BE OFFSET AGAINST ANY AMOUNT SELLER OWES TO BUYER.
13. TERMINATION. IF ANY LAW, GOVERNMENTAL ORDER, REGULATION OR RULING SUCH AS MAXIMUM PRICE FOR MATERIALS WHICH PRICE IS LESS THAN THE THEN CURRENT PRICE HEREUNDER IS PASSED OR ENACTED, SELLER MAY TERMINATE ANY PURCHASE, EFFECTIVE IMMEDIATELY, UPON WRITTEN NOTICE TO BUYER AS TO ALL SHIPMENTS WHICH WOULD BE AFFECTED BY ANY SUCH LAW, ORDER, REGULATION, OR RULING. ALSO, IF ANY LAW, GOVERNMENTAL ORDER, REGULATION OR RULING PREVENTS SELLER FROM REVISING THE CURRENT APPICABLE PRICE OF MATERIAL, SELLER MAY TERMINATE A PURCHASE UPON FIVE (5) DAYS WRITTEN NOTICE. NO PURCHASE ORDER MAY BE TERMINATED BY BUYER AND NO MATERIALS MAY BE RETURNED EXCEPT BY THE MUTUAL CONSENT IN WRITING OF BUYER AND SELLER.
14. GOVERNING LAW. SALES TRANSACTIONS SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO WITHOUT REGARD TO IT’S CONFLICTS OF LAW PRINCIPLES. BUYER’S ORDER IS DEEMED TO BE ACCEPTED IN WESTLAKE, OHIO. ANY ACTION BETWEEN BUYER AND SELLER RELATING TO THIS SALE SHALL FILED SOLEY IN THE STATE OR FEDERAL COURTS HAVING JURISDICTION OVER CUYAHOGA COUNTY, OHIO. IF ANY PROVISION OF THESE TERMS AND CONDITIONS SHALL BE HELD INVALID, ILLEGAL, UNENFORCEABLE OR INOPERATIVE, THE BALANCE OF THESE TERMS AND CONDITIONS SHALL REMAIN IN FULL FORCE AND EFFECT AS IF SUCH REVISIONS HAD NOT BEEN INCLUDED.
15. As a member of the National Association of Chemical Distributors, Sea-Land Chemical Co. and its subsidiaries are committed to Responsible Distribution. Under this program, we expect resellers of goods purchased from our company to:
· Monitor and meet regulatory requirements for reselling, transporting, handling, storing, using and disposing of such goods
· Select carriers based on safety performance
· Practice product stewardship by communicating safety information to chemical handlers within your supply chain and by working with end customers for proper use, handling and disposal of products
· Have a plan in place for responding to emergencies
SEA-LAND CANADA
Sea-Land Chemical Canada, Ltd.
Terms and Conditions
1. ACCEPTANCE OF TERMS AND CONDITIONS. SALES BY THE SELLER ARE EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN. ANY FORM OF BUYER CONTAINING ADDITIONAL OR CONTRARY TERMS AND CONDITIONS OF SALE SHALL NOT HAVE THE EFFECT OF DELETING, MODIFYING OR ADDING TO THE TERMS AND CONDITIONS, UNLESS EXPRESSLY ACCEPTED IN WRITING BY THE SELLER.
2. DELIVERIES. UNLESS OTHERWISE AGREED TO IN WRITING BY THE SELLER, TITLE TO ALL MATERIAL SOLD BY SELLER (“MATERIAL”) AND THE RISK OF LOSS SHALL PASS TO THE BUYER UPON THE DELIVERY BY THE SELLER OF THE MATERIAL TO A CARRIER AT THE SHIPPING POINT OR THE ACTUAL TRANSFER OF POSSESSION OF THE MATERIAL TO THE BUYER, WHICHEVER IS EARLIER. ORDERS THE SELLER DEEMS TO BE A DIRECT OR AN INDIRECT EXPORT SALE SHALL BE COMPLETED IN ACCORDANCE WITH EXPORT ADMINISTRATION REGULATIONS. NO SHIPMENT WITHOUT PENALTY OF THE MATERIAL SHALL BE DIVERTED OR RECONSIGNED WITHOUT SELLER’S PRIOR WRITTEN CONSENT. SELLER RESERVES THE RIGHT TO CANCEL ANY ORDER IF SELLER BELIEVES A VIOLATION OF ANY REGULATION WILL RESULT DUE TO THE SALE.
3. DELAYED/FORCE MAJEURE. DELIVERY DATE INDICATED ON QUOTATIONS OR ACKNOWLEDGMENTS OF SELLER ARE ESTIMATES AND ARE NOT GUARANTEED. SELLER SHALL NOT BE LIABLE FOR ANY DEFAULTS, DAMAGES, OR DELAYS IN FILLING ANY ORDER CAUSED BY CONDITIONS BEYOND SELLER’S CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, STRIKE, LOCKOUT, BOYCOTT, OR OTHER LABOUR TROUBLES, WAR, RIOT, FLOOD, NEW GOVERNMENT REGULATIONS, OR DELAYS OF SELLER’S SUPPLIERS OR SUBCONTRACTORS IN FURNISHING MATERIALS OR SUPPLIES DUE TO ONE OR MORE OF THE FOREGOING OR LIKE CAUSES.
4. PRICES/CREDIT TERMS. THE PRICE OF MATERIAL WILL BE THE CURRENT PRICE OF SELLER AT THE TIME OF SHIPMENT OF THE MATERIAL. NO PRICES ARE GUARANTED UNLESS SELLER EXPRESSLY GUARANTEES A PRICE IN WRITING. ANY TAX, EXCISE, FEE OR OTHER CHARGES OR ANY INCREASE THEREOF NOW OR HEREAFTER IMPOSED BY LAW UPON THE PRODUCTION, STORAGE, WITHDRAWAL, SALE, TRANSPORATION OR DELIVERY OF THE MATERIAL SHALL BE IN ADDITION TO THE PRICE QUOTED AND SHALL BE PAID BY THE BUYER. PAYMENT TERMS ARE NET (10) DAYS UNLESS AGEED OTHERWISE IN WRITING. IT IS AGREED AND UNDERSTOOD THAT ALL NECESSARY COLLECTION AND LEGAL EXPENSES AND INTEREST (AT 1.5% PER MONTH) MAY BE CHARGED TO THE BUYER IN THE EVENT OF DELINQUENT PAYMENT OR FAILURE TO PAY FOR GOODS SOLD AND DELIVERED.
5. WEIGHT OF SHIPMENT. WEIGHTS OF ALL SHIPMENTS SHALL BE DETERMINED BY SELLER AT THE POINT OF SHIPMENT. CLAIMS CONTESTING WEIGHTS WILL BE CONSIDERED ONLY IF (A) CLAIM IS MADE FOR 1% OR MORE OF THE ENTIRE CONTENTS AND (B) EXAMINATION IS MADE AND VERIFIED BY AN AUTHORIZED AGENT OF THE CARRIER OR AN INSPECTOR ACCEPTABLE TO THE SELLER. CLAIMS IN RELATION TO MATERIAL SHIPPED VIA TANK CAR OR TANK TRUCK WILL BE BASED ON WEIGHT ONLY.
6. WARRANTIES. SELLER WARRANTS THAT THE MATERIAL DELIVERED WILL CONFORM TO ITS SPECIFICATIONS AT THE TIME OF SHIPMENT. BEFORE ANY CLAIM WILL BE HONOURED, SELLER MUST BE GIVEN AN OPPORTUNITY TO INSPECT THE MATERIAL IN THE FORM IN WHICH DELIVERED AFTER RECEIVING NOTICE OF BUYER’S CLAIM. SELLER’S LIABILITY HEREUNDER IS LIMITED TO REPLACING THE MATERIAL AT THE LOCATION WHERE THE MATERIAL WAS ORGINALLY SHIPPED BY SELLER.
7. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIAL OR THE USE OF THE MATERIAL OR THE PERFORMANCE OF THE MATERIAL. SELLER SPECIFICALLY MAKES NO WARRANTY, EXPRESS OR IMPLIED OF FITNESS FOR A PARTICULAR PURPOSE. SELLER NEITHER ASSUMES, NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT, ANY WARRANTY NOT SPECIFICALLY PROVIDED HEREIN. SELLER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF THE SALE OF THE MATERIAL, A BREACH OF THE WARRANTY PROVIDED HEREIN OR ANY USE OR MISUSE OF THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL SELLER’S LIABILITY TO BUYER EXCEED THE AMOUNT BUYER PAID TO SELLER FOR THE MATERIAL IN QUESTION.
8. CLAIMS. ALL CLAIMS MUST BE MADE IN WRITING WITHIN TEN (10) CALENDAR DAYS AFTER DELIVERY OF THE MATERIAL, OR IF DELIVERY HAS NOT BEEN MADE, WITHIN TEN (10) DAYS OF THE DATE FIXED FOR A DELIVERY AND FAILURE TO MAKE A CLAIM WITHIN SUCH TIME SHALL CONSTITUTE A WAIVER BY BUYER OF ANY SUCH CLAIMS.
9. IF APPLICABLE, CLAIM FOR ANY DAMAGE TO MATERIAL IN TRANSIT BY A CARRIER SELECTED BY SELLER MUST BE SUBSTANTIATED BY NOTATED FREIGHT BILLS, THE CARRIER’S OVER-SHORT AND DAMAGE INSPECTION REPORT, AND ANY OTHER SUPPORTING DOCUMENTS WHICH, IN SELLER’S OPINION, ARE NECESSARY. NO CLAIM OF ANY KIND SHALL BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE MATERIAL WITH RESPECT TO WHICH THE CLAIM IS BEING MADE.
10. CLAIM FOR ANY DAMAGE TO MATERIAL IN TRANSIT BY A CARRIER SELECTED BY BUYER SHALL NOT BE THE RESPONSIBILITY OF THE SELLER.
11. DEMURRAGE AND DETENTION CHARGES. BUYER SHALL BE RESPONSIBLE FOR ALL DEMURRAGE AND DETENTION CHARGES INCURRED AS A RESULT OF ANY DELAY IN DELIVERY.
12. SET-OFF. ANY INDEBTEDNESS OF SELLER TO BUYER MAY, AT SELLER’S OPTION, BE OFFSET AGAINST ANY AMOUNT SELLER OWES TO BUYER.
13. TERMINATION. IF ANY LAW, GOVERNMENTAL ORDER, REGULATION OR RULING SUCH AS MAXIMUM PRICE FOR MATERIALS WHICH PRICE IS LESS THAN THE THEN CURRENT PRICE HEREUNDER IS PASSED OR ENACTED, SELLER MAY TERMINATE ANY PURCHASE, EFFECTIVE IMMEDIATELY, UPON WRITTEN NOTICE TO BUYER AS TO ALL SHIPMENTS WHICH WOULD BE AFFECTED BY ANY SUCH LAW, ORDER, REGULATION, OR RULING. ALSO, IF ANY LAW, GOVERNMENTAL ORDER, REGULATION OR RULING PREVENTS SELLER FROM REVISING THE CURRENT APPICABLE PRICE OF MATERIAL, SELLER MAY TERMINATE A PURCHASE UPON FIVE (5) DAYS WRITTEN NOTICE. NO PURCHASE ORDER MAY BE TERMINATED BY BUYER AND NO MATERIALS MAY BE RETURNED EXCEPT BY THE MUTUAL CONSENT IN WRITING OF BUYER AND SELLER.
14. GOVERNING LAW. SALES TRANSACTIONS SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, WITHOUT REGARD TO IT’S CONFLICTS OF LAW PRINCIPLES. BUYER’S ORDER IS DEEMED TO BE ACCEPTED IN TORONTO, ONTARIO. ANY ACTION BETWEEN BUYER AND SELLER RELATING TO THIS SALE SHALL FILED SOLEY IN THE STATE OR FEDERAL COURTS HAVING JURISDICTION OVER TORONTO, ONTARIO. IF ANY PROVISION OF THESE TERMS AND CONDITIONS SHALL BE HELD INVALID, ILLEGAL, UNENFORCEABLE OR INOPERATIVE, THE BALANCE OF THESE TERMS AND CONDITIONS SHALL REMAIN IN FULL FORCE AND EFFECT AS IF SUCH REVISIONS HAD NOT BEEN INCLUDED.
15. As a member of the National Association of Chemical Distributors, Sea-Land Chemical Co. and its subsidiaries are committed to Responsible Distribution. Under this program, we expect resellers of goods purchased from our company to:
· Monitor and meet regulatory requirements for reselling, transporting, handling, storing, using and disposing of such goods
· Select carriers based on safety performance
· Practice product stewardship by communicating safety information to chemical handlers within your supply chain and by working with end customers for proper use, handling and disposal of products
· Have a plan in place for responding to emergencies