TERMS AND CONDITIONS OF SALE
The terms and conditions (the “Standard Terms and Conditions”) set for the below, unless modified by Kelatron Corporation, dba Kelatron or Miller Laboratories or its affiliates or parents (“Seller”), shall govern the transaction specified on the face hereof between the Seller and the party identified on the face hereof as “Customer”, notwithstanding any conflicting term or conditions of Customers’ purchase order, acknowledgement or any other document or communication to the contrary
Terms of Sale
Customer’s order specified on the face hereof with respect to products to be purchased hereunder, services to be provided, or formulations to be developed or supplied (the articles) shall be governed by these terms and conditions (the “Terms and Conditions”). Nothing contained in any purchase order or other correspondence shall in any way modify these terms and conditions or add any additional terms and conditions, all of which are hereby expressly objected to and rejected by Seller. Customer shall be deemed to have accepted and agreed to these Terms and Conditions upon the earlier to occur of Customers receipt of articles or commencement of performance by Seller according to the to a time frame requested by Customer or to be inferred from Customer’s purchase order. These Terms and Conditions may be revised at any time by the Seller, and orders submitted after such revisions will be governed by the revised Terms and Conditions. The most current terms and conditions of sale are available on Sellers website at www.kelatron.com. Except as set forth herein, all sales are final.
Customer’s order specified on the face hereof with respect to products to be purchased hereunder, services to be provided, or formulations to be developed or supplied (the articles) shall be governed by these terms and conditions (the “Terms and Conditions”). Nothing contained in any purchase order or other correspondence shall in any way modify these terms and conditions or add any additional terms and conditions, all of which are hereby expressly objected to and rejected by Seller. Customer shall be deemed to have accepted and agreed to these Terms and Conditions upon the earlier to occur of Customers receipt of articles or commencement of performance by Seller according to the to a time frame requested by Customer or to be inferred from Customer’s purchase order. These Terms and Conditions may be revised at any time by the Seller, and orders submitted after such revisions will be governed by the revised Terms and Conditions. The most current terms and conditions of sale are available on Sellers website at www.kelatron.com. Except as set forth herein, all sales are final.
Payment
Terms of Payment, unless Customer’s credit is suspended or revoked by the Seller (in Seller’s sole discretion), are net 30 days from date of shipment. Seller may require a completed credit application prior to granting credit. Seller will not be required to perform or undertake any work until and unless a customer is within payment terms at the time of order. Unless otherwise agreed to by Seller, all payments hereunder shall be in U.S. dollars. Any amounts owing hereunder and not paid on a timely basis shall bear interest at a rate of 1.5% per month, which is an annual interest rate of 18% per annum (or the highest rate permitted by law, whichever is lower), applied to the adjusted previous balance from the due date thereof. Return checks may be submitted for collection and are subject to a $25 returned check fee. Failure to pay any amount owing in full on the terms specified here shall void all discounts given. Customer shall pay all of the Seller’s costs and expenses (including attorney’s fees, courts costs and other collection costs) incurred to collect any amounts owing Seller. Seller reserves the right to apply interest charges retroactively, whether or not they are shown on individual statements or invoices.
Terms of Payment, unless Customer’s credit is suspended or revoked by the Seller (in Seller’s sole discretion), are net 30 days from date of shipment. Seller may require a completed credit application prior to granting credit. Seller will not be required to perform or undertake any work until and unless a customer is within payment terms at the time of order. Unless otherwise agreed to by Seller, all payments hereunder shall be in U.S. dollars. Any amounts owing hereunder and not paid on a timely basis shall bear interest at a rate of 1.5% per month, which is an annual interest rate of 18% per annum (or the highest rate permitted by law, whichever is lower), applied to the adjusted previous balance from the due date thereof. Return checks may be submitted for collection and are subject to a $25 returned check fee. Failure to pay any amount owing in full on the terms specified here shall void all discounts given. Customer shall pay all of the Seller’s costs and expenses (including attorney’s fees, courts costs and other collection costs) incurred to collect any amounts owing Seller. Seller reserves the right to apply interest charges retroactively, whether or not they are shown on individual statements or invoices.
Shipping
Unless otherwise agreed upon in writing, all articles will be suitably packed for shipment in Seller’s standard shipping cartons and delivered to Customer or its carrier agent. FOB Sellers shipping dock in Ogden, Utah. Delivery dates are approximate, and Seller will not be liable for delay or shipment unless specified in writing. If special packaging is requested or necessary, Seller may invoice Customer for the cost of such special packaging. Except as set forth herein, all freight, insurance and other shipping expenses beyond the point of delivery, as well any special packaging expense shall be paid by Customer. Seller may pay the same and invoice Customer for such charges, all of which shall be due owing in the terms of payment.
Risk of Loss or Delivery: Title
Liability for loss or damage passes to Customer when Seller puts the articles into possession of the carrier for shipment to Customer. Shipping and delivery duties are approximate only. Seller shall not be liable for any loss or expense (consequential, incidental or otherwise) incurred by Customer (or any of its customers) if Seller fails to meet such dates for any reason. Customer shall be billed for the freight costs if package is refused.
Taxes
Customer’s purchase price does not include any federal, state, provincial or local taxes or fees that may be applicable to articles, all of which shall be the sole responsibility of Customer. If Seller elects to pay the same on Customer’s behalf, or is otherwise required to pay the same or withhold the same, Seller may either require prepayment of the same, or add such taxes or fees as a line item on its invoice, and Customer shall reimburse Seller for the terms described in paragraph 3 above.
Inspection of Articles
Customer shall inspect all articles promptly upon receipt. Any articles that fail in a material way to meet applicable specifications must be rejected in writing within 30 calendar days of receipt of articles by Customer or they shall be deemed accepted. Failure to notify Seller of defects within 30 days after delivery and/or prior to encapsulating, tableting, mixing or processing, constitutes final acceptance by the customer. Customer shall be responsible for all shipping charges for any articles which have been properly rejected or returned without authorization. In no event shall Seller be liable for replacement of articles (or for shipping charges) which have been damaged or abused by Customer or its agents.
Returns
No articles may be returned for credit, even if properly rejected, without prior authorization of Seller. At Seller’s option, a 15% to 40% restocking fee and/or handling charge may be assessed on returned shipments (other than for properly rejected articles), including refused shipments. Articles that have been bottled, encapsulated, tableted, or incorporated into or mixed with other ingredients or products, or which have been processed or contaminated, shall not be accepted for return. Customer shall pay for all freight costs associated with returned articles (other than for properly rejected articles or articles that fails to meet the warranty set forth herein). Under no circumstances shall any credit be given for articles not purchased within the prior 12 months. Customer will be responsible for all shipping charges for any returned articles, except for those that are properly rejected within 30 days and returned with prior authorization. In no event will the Seller be liable for replacement of articles (or for shipping charges) which have been damaged or abused by Customer or its agents. No credits may be taken by Customer without the express written consent of Seller. Seller will not authorize credit for any articles that have been destroyed or discarded by Customer without prior consent from Seller.
Manufacturing
Unless otherwise agreed upon in writing, Sellers sole responsibility to Customer where Customer orders specifies the manufacture of a specific article or articles, is to accurately describe to Customer the ingredients and quantities of such ingredients used by Seller in the actual manufacture of the article., which information shall be conveyed to Customers through customers formulation sheet and/ or a certificate of analysis provided at the time of delivery of the articles. Seller does not warrant that constituents of the articles which are present in trace or minimal amounts (including any levels that are required to be disclosed by the laws of a partial state or locate, other than the laws of the state of Utah or Federal Laws of the U.S.) are or will be disclosed, absent of a specific written agreement between Seller and Customer which requests that Seller either or arrange for specific analytical procedures and which agrees upon a price for such additional services (“Analytical Services”). Seller does not warrant that any food allergen that may be a component of subcomponent of the articles, or carried on any constituent ingredient thereof has been disclosed, in the absence of a specific written agreement between Seller and Customer providing for Analytical Services. Customer will be solely responsible for, and Seller will have no responsibility to comply with, laws and regulations of any state or province or country into which that are sold by Customer, including the requirements of Food Allergen Labeling and Consumer Protection Act of 2004, or into which Customer knows or should know the articles will be shipped or sold by Customer or its customers, absent a written agreement with Seller to the contrary.
Warranty and Disclaimer
Seller warrants that the articles, when shipped meet any of Sellers written specification certifications which are specifically made for the articles in question. If the articles include services (such as grinding or milling). Then Seller warrants that the services will be provided according to the written specifications identified on the line hereof and in any other written correspondence from Seller to Customer. To the extent that any specifications or certifications are identified as being based upon information obtained from Seller to Customer. To the extent that any specifications or certifications are ultimately determined to be incorrect, other than to assign to Customer without recourse, any claims which Seller may have against such suppliers. Seller does not warrant the consistency of the articles which are present in trace of initial amounts (including any levels that are required to disclosed by the laws of a particular state or locale, other than laws of the state of Utah or Federal Laws of the U.S.) are or will be disclosed absent a written agreement between the Seller and Customer which requests that Seller either provide or arrange for specific analytical procedures and which agrees upon a price for such additional services. SELLER HERBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ARTICLES, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THEIR QUALITY, OR THEIR MERCHANTABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL OR INCIDETNAL DAMAGES OR FOR THE COST OF PROCUERMENT FROM THIRD PARTIES OF ANY SUBSTITUE GOODS. IN ANY EVENT, SELLER’S MAXIMUN LIABILITY TO CUSTOMER FOR ANY CLAIM SHALL BE LIMTIED TO PURCHASE PRICE PAID OR REPLACEMENT OF THE ARTICLES, AT SELLERS SOLE DISCRETION.
Governing Law
The validity, construction and performance of this contraction and the transactions to which it relates will be governed by the laws of the State of Utah without regard to conflict of law principles. All actions claims and legal proceedings in any way pertaining to this contract or such transactions will be commenced and maintained in the courts of Utah or in a federal court of the United States physically situated in Utah.
