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Terms of Sale

For Web-based Purchases

Sales Policy

1.  Wholesale Only.
DuBois Chemicals, Inc. (“DuBois”) sells products for business use. Customers may be required to provide proper business identification prior to purchase. 

2.  Prices, Ancillary Charges and Order Acceptance.
Prices listed are wholesale. All general or special taxes, imposts, duties, or penalties or other governmental charges fixed or imposed by any lawful authority upon the production, sale, shipment or delivery of the services or goods or upon the material from which they are produced and thereafter becoming effective within the life of this contract, shall be added to the price and paid by Customer.  Seller reserves the right to charge back to Customer any detention charges incurred at the destination.  DuBois reserves the right to accept or reject any order.   

3.  Taxes.
Customers are responsible for payment of all applicable state and local taxes. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, and expenses as may be applicable. When ordering Customer must indicate which products are tax exempt and must provide DuBois a valid sales tax exemption certificate, if applicable. 

4.  Payment and Credit Terms.
DuBois accepts Visa, MasterCard, and American Express.  Upon request, DuBois may choose to extend credit to Customer. All credit extended by DuBois to Customer and the limits of such credit, is at DuBois’ sole discretion, and may be reduced or revoked at any time, for any reason. For Customers with established DuBois credit, payment terms are net thirty (30) days from the date of shipment.  DuBois reserves the right to charge Customer a late payment fee at the rate of five percent (5%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. 

For Customers with established DuBois credit, if payment is not made within thirty (30) days of shipment, DuBois reserves the right to defer or cancel further shipments until such payment is made.

5.  Credit Balance.
Customer agrees that any credit balances issued by DuBois will be applied to Customer’s account within one (1) year of issuance.  If Customer has not applied the credit balance to a subsequent purchase within one year after issuance, any remaining credit balance will be cancelled and DuBois shall have no further liability.

Freight Policy

Prices stated are F.O.B. origin, freight prepaid to destination specified in the order as “ship to” address.   C.O.D. shipments are not permitted.  DuBois shall select the mode of transportation, routing and carrier for delivered orders and DuBois reserves the right to substitute alternate modes of transportation for that selected by Customer.  Any exercise of these rights by DuBois shall in no way affect DuBois’ liability, if any, as set out in these Terms of Sale for Web-based Purchases.  All less-than-truckload orders may be subject to pooling shipment scheduled at DuBois’ sole discretion.  DuBois reserves the right to pass on to Customer incremental costs incurred on order placements as a result of such orders not meeting DuBois minimum order or other specifications for the applicable products.

Other terms and conditions may apply for other than standard ground delivery including without limitation, expedited same day delivery, freight collect, export , hazardous materials, Customer's carrier, shipments outside the contiguous U.S. or other special handling by carrier.  Any charges incurred for “Other Freight Services” must be paid by Customer.  Fuel surcharges may be applied.  Title and risk of loss pass to customer upon tender of shipment to the carrier.  If the product is damaged in transit, Customer's only recourse is to file a claim with the carrier.  DUBOIS SHALL RETAIN A SECURITY INTEREST IN THE PRODUCT UNTIL DUBOIS HAS RECEIVED PAYMENT IN FULL FOR THE PRODUCT.

Warranty Policy

1.  LIMITED WARRANTY.  
DuBois represents and warrants that the DuBois chemical products will be in accordance with their specifications and descriptions. DuBois warrants chemical products against defects in materials and workmanship under normal use for a period of one (1) year after date of purchase. Items not manufactured by DuBois are covered by the manufacturer’s warranty, if applicable.

2.  WARRANTY DISCLAIMER.  
No warranty or affirmation of fact expressed or implied, other than as set forth in the limited warranty statement contain herein, is made or authorized by DuBois. DuBois disclaims any liability for claims arising out of product misuse, improper product selection, improper installation or misapplication.

THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED. THE REMEDIES GRANTED TO THE CUSTOMER UNDER THIS SECTION CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES OF CUSTOMER AGAINST DUBOIS REGARDLESS OF THE THEORY ON WHICH A CLAIM MAY BE MADE, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, PERSONAL INJURY, PROPERTY DAMAGE OR FOR ANY DEFECTS IN THE DUBOIS PRODUCTS. IN NO EVENT DOES DUBOIS ASSUME ANY LIABILITY OR AGREE TO BE LIABLE HEREUNDER IN ANY WAY TO ANY CUSTOMER. IN NO EVENT SHALL DUBOIS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFIT, LOSS OF USE OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE TRANSFER OR USE OF THE DUBOIS PRODUCTS. IN NO EVENT SHALL DUBOIS’ LIABILITY HEREUNDER EXCEED IN THE AGGREGATE THE AMOUNTS RECEIVED BY DUBOIS FROM CUSTOMER WITH RESPECT TO THE PARTICULAR TRANSACTION WHICH GIVES RISE TO THE LIABILITY.

3.  WARRANTY RETURN.  

Before returning any product, Customer shall write or call DuBois Customer Service (1-800-438-2647) to obtain authorization, and must provide the date, original invoice number, item number, and a reason for return.

Provided that DuBois accepts a product for return during the limited warranty period, DuBois may, at its option (A.) replace or (B.) refund the amount paid by Customer. Customer must return the product to DuBois, shipping costs prepaid. Upon receipt of product and review by DuBois’ Quality Assurance team, DuBois will make a determination whether to accept the product for full credit, partial credit, or no credit. Replacement or refund of amounts paid by Customer for the product, plus freight costs, shall be Customer’s sole and exclusive remedy if a product is determined to be defective.

4. PRODUCT COMPLIANCE AND SUITABILITY
Jurisdictions have varying laws, codes and regulations governing the use of products for a particular purpose. DuBois does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does DuBois accept responsibility for installation and/or use of a product.  It is Customer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the installation and/or use involving the products are compliant.

Return Policy
Before returning any product, Customer shall write or call DuBois Customer Service (1-800-438-2647) to obtain authorization, and must provide the date, original invoice number, item number, and a reason for return
.

Returns for DuBois products must be made within one (1) year from the date of purchase. To be eligible for credit, returned product must be in original packaging, unused, undamaged and in saleable condition. Customer must return the product to DuBois, shipping costs prepaid. Customer has the option of either requesting replacement of the product or requesting a credit for the purchase price. Used, damaged or discretionary product returns are subject to disposal, restocking or other handling charges and will be Customer’s responsibility. DuBois may issue Customer a partial credit or no credit, depending on the condition of the product returned.

Product Information

1.  Occupational Safety and Health Administration (“OSHA”) Hazardous Substance.
Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are prepared and supplied by DuBois. 
CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT.

2.  MSDS and Proposition 65 Regulated Product Requests.
Information on MSDS and Proposition 65 regulated products is available at
www.duboischemicals.com or can be obtained by contacting DuBois at www.duboischemicals.com/contact. A complete list of Proposition 65 regulated chemicals is available by logging on to www.oehha.ca.gov.

3. Technical Data and Safe Use Information

Product specific application and use instructions provided are best practices recommendations. Application specific operating and use parameters may vary depending upon conditions and use. Proper caution should be taken when testing and using DuBois products.

General Terms

1.  Intellectual Property.
Customer shall have no right, title, or interest in the trademarks, trade names, copyrights, domain names, product names, or any other intellectual property rights reserved by DuBois. All materials contained on the DuBois Chemicals
website are subject to the ownership rights of DuBois.  Customer shall have no right to copy or use any of the intellectual property of DuBois without written permission.

2.  Cancellation.
All product order cancellations must be approved by DuBois, and may be subject to restocking fees and other charges.

3
.  Materials of Trade.
Customer represents that if it is purchasing products as its "materials of trade," as defined in the Hazardous Materials Regulations in Title 49 of the U.S. Code of Federal Regulations, the products shall be used in direct support of its business, such business does not concern delivery of products and such products shall not be resold or transported in a vehicle other than one owned by itself.

4.  Force Majeure.
DuBois shall not be liable for any delay or default in performing any of its obligations occasioned by any cause of any kind which extends beyond the reasonable control of DuBois.  DuBois may, during any period of shortage due to any of said causes, allocate its supply of such raw materials among its various uses therefore (e.g. manufacturing and sales) in such manner as DuBois deems practicable and allocate its supply of such goods or services among various users thereof in any manner which DuBois deems fair and reasonable.

6.  Waiver, Governing Law, Choice of Forum.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party.  This contract and any disputes arising under or related thereto (whether for breach of contract, tortious conduct or otherwise) shall be governed by the laws of the State of Ohio, without reference to its conflicts of law principles.  Any legal actions, suits or proceedings arising out of this Agreement (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the state courts of Ohio or the United States District Court, and the parties to this Agreement hereby accept and submit to the personal jurisdiction of these Ohio courts with respect to any legal actions, suits, or proceedings arising out of this Agreement.  Any action brought by Customer must be commenced with one (1) year after delivery of goods, notwithstanding any statutory period of limitation to the contrary. 

7. Assignability.

This contract is not assignable by Customer.

8.  Modification of Terms.
DuBois’ acceptance of any order is subject to Customer's assent to all of the terms and conditions set forth herein.  Customer’s assent to these terms and conditions shall be presumed from Customer’s receipt of DuBois’ acknowledgment, or from Customer’s acceptance of all or any part of the products ordered.  No additions or modifications of terms and conditions by Customer shall be binding upon DuBois, unless agreed upon in writing by an authorized representative of DuBois.  If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in DuBois’ acknowledgment, DuBois’ fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by DuBois of any of the terms and conditions contained herein.

9.  Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by DuBois.

10.  Complete Agreement. 
The terms and conditions in:  (i) DuBois’ forms; (ii) acknowledgments, (iii) quotations; (iv) invoices; (v) websites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and DuBois.