Terms & Conditions
Seal It Services, Inc. ("Seal It") Standard Terms and Conditions of Sale
1. PRICE. All price quotations are made and orders accepted on the basis of Seal It’s prices in effect at the time of shipment,
except as otherwise specifically agreed in writing by Seal It. All prices are subject to change without notice. Any taxes or
fees that Seal It may be required to pay or collect will be charged to Buyer. Unless otherwise stated, prices do not include
insurance, duties, taxes, and similar. All payments to be made in United States Dollars.
2. TERMS. Standard terms of payment are Net 30 days from the date of invoice except as otherwise stated in a written
agreement signed by an authorized officer of Seal It. Past due accounts shall: (a) incur interest charges at the rate of 2.5% per
month, or if less, the maximum rate permitted by applicable law, and (b) include reasonable collection costs (including legal
fees and expenses) payable as incurred by Seal It.
3. SHIPPING & DELIVERY. Seal It shall have no responsibility to obtain or maintain insurance with respect to product sold
to Buyer (“Product”), and risk of loss and all responsibility of Seal It with respect to Product will cease once delivered to the
appropriate carrier for shipment to Buyer, properly addressed or with the proper bills of lading, whether or not freight is
prepaid. Seal It reserves the right to use its judgment in selecting means of shipment unless specific instructions are received
from Buyer and agreed to by Seal It. Additional shipping costs incurred at the request of Buyer will be charged to Buyer. Ship
by dates given to Buyer by Seal It in advance of actual shipment are an estimate. Seal It will not be held liable for any loss or
damage suffered by Buyer resulting directly or indirectly from, or through, or arising out of any delay in filling an order or in
shipment or delivery of any product.
4. WARRANTY. (a) Product delivered by Seal It will not be considered defective if it is in accordance with specifications
agreed upon in writing between Seal It and Buyer, or in the absence of such written agreement, with Seal It’s internal
specifications (“Specifications”). (b) Seal It warrants that during the 12 months after delivery to Buyer, or for the shelf life of
the Product specified by Seal It (if shelf life is shorter than 12 months), the Product will be substantially free from defects in
materials and workmanship. Seal It will replace any Product proven to be materially defective, provided Buyer has reasonably
inspected Product received and notified Seal It of apparent defects within 30 days of receipt. At Seal It’s option, Buyer may
be credited for the price charged for the defective product in lieu of replacement. This warranty is for the benefit of, and
must be exercised directly by, Buyer only, and cannot convey any rights whatsoever to any third party. Seal It makes no
warranty with respect to, and shall no be liable for, any defects that are caused by the processing of Product after delivery
to Buyer, or any other actions taken or caused by Buyer or its customers. SEAL IT MAKES NO OTHER WARRANTY, EITHER
EXPRESSED OR IMPLIED, OF FITNESS FOR ANY SPECIFIC PURPOSE, OR OTHERWISE. BECAUSE CONDITIONS AND
USAGE ARE BEYOND THE MANUFACTURER’S CONTROL, NEITHER MANUFACTURER NOR SELLER WILL ASSUME
ANY RESPONSIBILITY FOR THE USE OR MISUSE OF PRODUCT. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY
CONSEQUENTIAL DAMAGES WHICH MIGHT OCCUR. SEAL IT SHALL NOT IN ANY EVENT BE LIABLE TO BUYER FOR
DAMAGES IN ANY AMOUNT GREATER THAN THE PURCHASE PRICE RECEIVED BY SEAL IT FOR SUCH PRODUCT.
5. CLAIMS AND RETURNS. No Product will be accepted for credit by Seal It without prior written agreement by Seal It.
All claims for shortages, non-conforming Product or poor quality must be made in writing within 30 days of receipt. No
allowance will be made for Product if it is substantially in accordance with the Specifications. Seal It will have the sole right
to determine whether returned articles shall be replaced. Damage incurred at Buyer’s location such as in the process of
inspection, handling, and repackaging shall be the sole responsibility of Buyer.
6. SET OFFS. The Buyer shall not be entitled to withhold payment of any sums after it has become due by reason of any right
of set-off or counter-claim which the Buyer may have or allege or for any reason whatsoever.
7. CANCELLATION, ALTERATION OR DELAY REQUESTED BY BUYER. Requests by Buyer to cancel, alter, or delay an order
or to temporarily or permanently stop work or delivery must be made in writing, and any purported acceptance by Seal It
of any such request must be evidenced by manual signature of an authorized office of Seal It in order to be enforceable.
Seal It reserves the right to accept or refuse any such request at its sole discretion and to set additional charges and other
conditions under which a request is granted. Any such additional charges will be due and payable within 30 days of
notification to Buyer by Seal It. All Product, parts or materials ordered or held by Seal It at Buyer’s request shall be at the risk
and expense of Buyer. Seal It may invoice Buyer for any and all costs and expenses resulting from such a request. Any such
invoices will be due and payable within 30 days of notification to Buyer by Seal It.
8. PATENTS, TRADEMARKS, AND COPYRIGHTS. Seal it shall indemnify Buyer for damages for infringement of patents,
trademarks, or copyrights relating to Product sold hereunder which are solely the products of Seal It’s design, and Buyer shall
so indemnify Seal It for products that are solely of Buyers’ design. Each party shall give the other reasonable notice of any
claim or infringement to which this indemnity applies and offer to allow the other to defend any suit resulting therefrom.
9. SUSPENSION OF PERFORMANCE. If Buyer makes an assignment for the benefit of creditors, or a petition shall be filed by
or against Buyer under any bankruptcy or insolvency law, or if Buyer admits its inability to pay its debts as they come due
or if a trustee, receiver or liquidator is appointed for any part of the assets of Buyer, or if Seal It has reasonable grounds for
insecurity as to due performance by Buyer, then Seal It’s obligation to perform hereunder immediately ceases, unless Seal
It thereafter otherwise agrees in writing with Buyer, Buyer’s trustee, receiver, or representative. Charges to Buyer shall be
governed by the provisions of Paragraph 7.
10. NONDISCLOSURE. Specifications, reports, photographs, materials, pricing, information and other data of Seal It relating
to this order and all proprietary rights and interests therein and the subject matter thereof (“Proprietary Information”)
shall remain the property of Seal It. Buyer agrees that it will not, without the prior written consent of Seal It evidenced
by the manual signature of an authorized representative of Seal It: (i) use Proprietary Information for the production or
procurement of Product covered by this order or any similar product from any other source, (ii) reproduce or otherwise
appropriate Proprietary Information, or (iii) disclose Proprietary Information or make it available, advertently or inadvertently,
to any unauthorized third party, in each case without obtaining Seal It’s prior written consent evidenced by the manual
signature of an authorized officer of Seal It. Buyer shall compel its employees, agents and others having access to Proprietary
Information to be aware of, and to abide by, the terms of this paragraph. The parties acknowledge that damages at law may
be an inadequate remedy for the breach or threatened breach of this Paragraph 10, and that in the event of such a breach
or threatened breach, Seal It’s rights hereunder may be enforced by injunction or other equitable remedy in addition to and
not in lieu of its rights to damages at law.
11. CONFLICTING TERMS. These terms and conditions, along with the Specifications, constitute the entire agreement
between the parties with regard to the subject matter hereof, and supersede any and all oral or written agreements and
understandings with respect thereto. No terms in addition to or that conflict with these terms and conditions or the
Specifications that are contained in any document produced by Buyer shall be binding upon Seal It unless agreed to in a
document bearing the manual signature of an authorized officer of Seal It. If a purchase order, acceptance, acknowledgement,
confirmation or other communication from Buyer includes any term or condition contrary to, or in addition to, the terms
and conditions stated herein or in the Specifications, Buyer’s acceptance of the Product and services which are the subject
hereof shall constitute Buyer’s complete and unconditional assent to the terms thereof unless buyer clearly instructs Seal
It in writing, prior to acceptance of the Product, to cancel the order. Buyer’s communication of contrary or additional terms
and conditions following acceptance of the Product shall be construed as an offer to supplement and/or amend Seal It’s
terms and conditions. Such offer shall be deemed rejected unless accepted by Seal It in a document bearing the manual
signature of an authorized officer of Seal It.
12. ELECTRONIC TRANSACTIONS. Buyer and Seal It agree to conduct the transactions governed by these terms and
conditions by electronic means except as to matters where a manual signature of an authorized Seal It officer is required
hereby or as to matters which would increase Seal It’s liability hereunder (including without limitation its warranty liability
under Paragraph 4), in which case an amendment or waiver complying with the terms of Paragraph 15 bearing the manual
signature of an authorized officer of Seal It shall be required.
13. SECURITY INTEREST. Seal It shall retain a security interest in all Product until payment in full of the purchase price thereof
by Buyer. Buyer authorizes Seal It to file a financing statement covering any and all such Product at any time that Seal It
determines in its discretion that past or future sales to Buyer should be made on a secured basis.
14. REMEDIES. Upon default by Buyer, Seal It shall have the rights and remedies of a seller under the Uniform Commercial Code
or other applicable law. Ten days’ notice shall constitute reasonable notice of Seal It’s intention to sell Product at public or
15. COMPLIANCE WITH LAW. Buyer represents, warrants, and undertakes to Seal It that it will comply fully with all application
law, including export control, economic sanctions, and anti-boycott laws and regulations of the United States, European
Union, and EU Member States, including obtaining all required licenses for any export/re-export of the products, and that it
is not subject to sanctions or export control restrictions under these laws and regulations.
16. MISCELLANEOUS. These terms and conditions shall be effective from the date of Buyer’s purchase order. Any unenforceable
provision hereof shall be reformed to the extent necessary to permit enforcement thereof. Any amendment or waiver of any
provision hereof may be made only by a written instrument executed or agree to by Buyer and an authorized offer of Seal
It. No delay or omission on the part of either party in exercising any right hereunder shall operate as a waiver thereof, and
no single or partial exercise of any right shall preclude any other or further exercise thereof or the exercise of any other right.
No waiver of any breach shall operate as a waiver of any other breach or of the same breach on a future occasion. Notices
are deemed given when received, regardless of the means of transmission. These terms and conditions shall be construed
in accordance with the laws of the State of Delaware. In the event that notwithstanding the foregoing choice of law a court
shall determine that the United Nations Convention on Contracts for the International Sale of Goods (“UN CISG”) applies to
transactions subject to these terms and conditions, provisions hereof that conflict with the UN CISG shall control.