Raw Material Suppliers Terms and Conditions of Sale
The following Terms and Conditions of Sale constitute the sole and entire agreement between you and Raw Material Suppliers, in connection with your purchase of products from Raw Material Suppliers. No terms or conditions contained in any acknowledgement, receipt, email or other communication from you shall bind Raw Material Suppliers unless otherwise expressly agreed in writing by Raw Material Suppliers. By submitting an order, you shall be deemed to have accepted these Terms and Conditions of Sale, and any additional terms you propose in any written or oral communication from you to Raw Material Suppliers shall be deemed to materially alter these Terms and Conditions of Sale. These Terms and Conditions of Sale shall be deemed to provide you with notification of Raw Material Suppliers objection to any such additional or different terms that you propose to Raw Material Suppliers.
Prices are subject to change without notice. Prices do not include state and local taxes. Our standard credit terms are Net 30 days for approved accounts. A credit card fee will be charged when used to pay balances on an open account. Past due accounts may incur 1.5% finance charges per month. We accept VISA, MasterCard, American Express, PayPal, wire transfer, check, and ACH/EFT payments. Returned checks will incur a $40.00 returned check fee.
Orders placed via Raw Material Suppliers websites must be paid in advance. Raw Material Suppliers accepts PayPal, VISA, MasterCard and American Express.
Any claim concerning invoice amounts shall be made within ten (10) business days from date of receipt of invoice by Buyer, or shall be deemed void.
Sales & Use
Currently, Raw Material Suppliers collects sales or use tax for Pennsylvania, Indiana, Illinois, California and Michigan. For these states, sales tax will be automatically added to your order. You are otherwise responsible for any applicable use tax on your purchases. If you are tax exempt, please call 1-610-559-8620 to place your order and provide a tax exemption certificate for your purchase.
Typically, orders are processed and shipped within two (2) to three (3) business days from the date the order was placed, however, Raw Material Suppliers does not guarantee a delivery date. If you have a specified delivery date, please contact Raw Material Suppliers via e-mail or phone. Raw Material Suppliers shall pack and mark the Products according to its standard procedures for domestic and/or export delivery. For hazardous shipments, additional charges may apply and be added to your invoice. Unless otherwise agreed in writing, all Products shall be sold and delivered Ex Works (Incoterms 2010) from Raw Material Suppliers facilities. Title and risk of loss shall pass to Buyer simultaneously with delivery. Buyer assumes all risk and liability for, and hereby agrees to indemnify Raw Material Suppliers from and against all losses, liabilities, damages and claims whatsoever (whether for personal injury, property damages or otherwise), arising out of transportation, including unloading, storage, handling or use of any products after title passes to Buyer. Freight is prepaid on shipments valued over $7,000 for delivery in the contiguous 48 states. A fuel surcharge may apply. No COD shipments.
Raw Material Suppliers may, in its sole discretion, accept returns for unopened, unused material within thirty (30) days of the invoice date. Before returning any Product, Buyer must obtain a return authorization from Raw Material Suppliers, which will be valid for no more than fifteen (15) business days from the date of Raw Material Suppliers issuance, provided that Raw Material Suppliers receives the returned Product within the 15 business-day period. Buyer must prepay all freight, however, Raw Material Suppliers will issue Buyer a credit for freight where Raw Material Suppliers determines that nonconforming Product has been delivered. A 10% restocking fee may be charged for processing the return. Refunds will be issued using the same form of payment initially used to make the purchase.
You hereby agree and acknowledge that Raw Material Suppliers sales agents shall not have the authority to bind or in any way alter the terms and provisions of these Terms and Conditions of Sale. Your use of any goods and products purchased shall be deemed conclusively that all such goods and products are conforming and satisfactory to you.
Warranty/ Rejecting Non-Conforming Products
Raw Material Suppliers warrants to you that all unopened products will, for a period of six (6) months from the shipment date, conform to the product specifications. The obligation of Raw Material Suppliers, and your sole and exclusive remedy, pursuant to this warranty shall be for Raw Material Suppliers (at its option) to repair or replace any defective product which is returned to Raw Material Suppliers principal place of business, with transportation charges prepaid and thereafter determined by Raw Material Suppliers to not comply with the terms of Raw Material Suppliers warranty above. Notwithstanding the foregoing, Raw Material Suppliers shall have no warranty obligation hereunder if the product becomes defective in whole or in part as the result of alterations not made by Raw Material Suppliers or as the result of improper use or storage, or misapplication after it has been delivered to the you. Raw Material Suppliers will replace non-conforming products rejected by you, provided that you report the non-conforming products to Raw Material Suppliers in writing within thirty (30) days of the invoice date. If you fail to notify Raw Material Suppliers of any non-conformance within thirty (30) days of the invoice date, you shall be deemed to have accepted all such products as delivered subject to Raw Material Suppliers warranty obligations above. No repair or replacement under Raw Material Suppliers warranty obligations will extend or enlarge the warranty period.
EXCEPT AS SET FORTH HEREIN, RAW MATERIAL SUPPLIERS MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING UPON RAW MATERIAL SUPPLIERS SKILL OR JUDGMENT TO SELECT OR FURNISH PRODUCTS OR GOODS SUITABLE FOR ANY PARTICULAR PURPOSE OR UPON ANY AFFIRMATIONS OF FACT OR PROMISES OF RAW MATERIAL SUPPLIERS WHICH EXTEND BEYOND RAW MATERIAL SUPPLIERS SPECIFICATIONS. IN THAT REGARD, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE ACCEPTING THE PRODUCTS ON AN “AS-IS” AND “WITH ALL FAULTS” BASIS. FURTHERMORE, YOU HEREBY EXPRESSLY AGREE AND ACKNOWLEDGE THAT RAW MATERIAL SUPPLIERS SHALL HAVE NO LIABILITY OF ANY NATURE HEREUNDER BEYOND REPLACEMENT OR REPAIR OF ANY DEFECTIVE PRODUCTS. RAW MATERIAL SUPPLIERS SHALL HAVE NO LIABILITY OR OBLIGATION OF ANY NATURE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ORDER OR THE PRODUCTS REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL AND / OR EQUITABLE THEORY, AND EVEN IF RAW MATERIAL SUPPLIERS HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE CONTRARY, IN NO EVENT SHALL RAW MATERIAL SUPPLIERS TOTAL LIABILITY TO YOU EXCEED THE PRICE ACTUALLY PAID BY YOU FOR THE PRODUCTS.
Raw Material Suppliers performance shall in all cases be subject to delays resulting from governmental requirements, strikes, or other concerted acts of workmen, fires, floods, explosions, riots, war or armed conflict (declared or undeclared), accidents, acts of God, acts of terrorism, and other causes reasonably beyond Raw Material Suppliers control.
In the event that any provision of these Terms and Conditions of Sale shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
Governing Law/Choice of Venue
Your order and all payments are being made to Raw Material Suppliers headquarters in the Commonwealth of Pennsylvania and the terms and conditions of your transaction (along with all rights, duties and obligations arising hereunder) shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law rules that would necessitate the application of the laws of any other jurisdiction. You also agree that any claim or action relating in any way to your order (except actions in which Raw Material Suppliers seeks equitable relief) shall be brought in the Court of Common Pleas of Northampton County, Pennsylvania, or if based solely upon federal law, in the United States District Court for the Eastern District of Pennsylvania. You hereby submit to the exclusive jurisdiction of said Courts. Furthermore, you agree that venue in said Courts shall be proper in all respects and covenants not to assert any defense or objection to the venue of said Courts.
Successors and Assigns
You may not transfer or assign any of your rights or delegate any of your obligations hereunder without the express prior written consent of Raw Material Suppliers. These Terms and Conditions of Sale shall be binding upon, and inure to the benefit of Raw Material Suppliers and its respective successors and assigns, including any corporation with which, or into which, Raw Material Suppliers may be merged or which may succeed to its assets or business.
No Transfer of IP
You and Raw Material Suppliers expressly agree and covenant that except as otherwise expressly provided in a separate written agreement executed by you and Raw Material Suppliers, the sale of the products shall not be construed as granting any right, license, interest or claim of any nature in any trademark, service mark, patent, trade secret, invention, intellectual property right, or confidential information of Raw Material Suppliers. You agree and covenant not to copy, reverse engineer or otherwise decompile the products for any commercial purpose.
You shall be solely responsible for complying with any and all laws and/or regulations governing the exportation of any goods or products delivered hereunder from the United States and the importation of any such goods or products in the country of destination, including, without limitation, the payment of any taxes and/or duties thereof.
The waiver by Raw Material Suppliers of any term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, agreement or condition herein contained. No covenant, term, agreement or condition of these Terms and Conditions of Sale shall be deemed to have been waived by a party unless such waiver is in writing by such party.
These Terms and Conditions of Sale contain the entire understanding between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understanding, inducements or conditions, express or implied, oral or written, among you and Raw Material Suppliers with respect to your purchase of the products. These Terms and Conditions of Sale may only be amended in writing and signed by an authorized corporate officer of Raw Material Suppliers.
You shall and hereby covenant to protect, defend, indemnify and hold harmless Raw Material Suppliers (which for this purpose shall include Raw Material Suppliers parent companies, affiliates, subsidiaries, associates, directors, officers, employees, agents, successors and assigns) of, from and against and from any and all losses or damages, including (without limitation) any judgments, civil penalties, interest, expenses and costs (including, without limitation, attorneys’ fees), claims, lawsuits, actions, proceedings or investigations (“Claims”) which are made or brought against Raw Material Suppliers (or other person indemnified hereunder) by any person, government or entity arising out of or in any way related to (a) the death of or injury to any person or damage to any property that resulted or is alleged to have resulted from the negligence or willful misconduct of you, your employees, subcontractors, and agents, in the performance of your obligations hereunder, or from your use of the products sold hereunder; (b) in connection with any drawings, schematics, promotional or advertising matter, guarantees, warranties, labels, or instructions furnished by you or submitted to Raw Material Suppliers by you; (c) out of any infringement of any patent, design, trade name, trademark, copyright, trade secret, or any other intellectual property right or entitlement of any third party due to your use of the products; or (d) out of any environmental, property or toxic tort claim, lawsuit, judgment, loss, civil penalty or action.