Terms & Conditions
CONSERVATION SUPPORT SYSTEMS GENERAL TERMS AND CONDITIONS OF SALE
CONSERVATION SUPPORT SYSTEMS has drawn together this contract for the purpose of clearly establishing an understanding of the limit of our liability and indemnification. Unfortunately, in the litigious times we live the cost of defending oneself against a single lawsuit could put a company out of business. It is therefore our goal to limit the risk of liability and financial loss by having all persons, businesses and institutions doing business with us to have on file a signed copy of this contract. In signing this contract the undersigned agrees to all the terms set forth in this contract and hearby agrees to release CONSERVATION SUPPORT SYSTEMS from all liability. Please read both sides of this contract carefully before signing.
CONSERVATION SUPPORT SYSTEMS sells only to the professional conservator or individuals working under the direct supervision of a professional conservator within a controlled work environment. This applies to individuals, businesses, educational and governmental facilities. CONSERVATION SUPPORT SYSTEMS does not sell to: the general public or individuals working within the home environment that cannot control persons that could potentially come in contact with our products.
CONSERVATION SUPPORT SYSTEMS, as a policy, does not give advice on usage of materials. Most of the materials we sell are base products that can be used alone or in combination with other materials to produce a given compound. The formulation and application of these materials vary too greatly for us to be able to give accurate advice. If we do give any suggestions, they are just that, only a suggestion, based on our limited knowledge of your specific application. Signing this contract releases CONSERVATION SUPPORT SYSTEMS from all liability of consequential damage of any kind, resulting from the use of our products and/or information provided in written form or via voice contact.
1. Construction and Legal Effect. Our shipment of goods to you is an offer to sell these goods and will be solely upon the terms and conditions set forth in this document. They supersede and reject any additional or conflicting terms and conditions of yours, any statement therein to the contrary notwithstanding. Any acceptance of this offer must be limited to the terms hereof. Exceptions to or modifications of any of our terms and conditions, at any time, must be contained in a written or typed (not printed) statement received from you. We shall not be deemed to have waived any of our terms and conditions or to have assented to any exception to or modification of such terms and conditions unless such waiver or assent is in writing or signed by an authorized officer. Any proposal for additional or different terms of this offer to vary in any degree any of the terms of this offer, unless so accepted by us in writing, is hereby objected to and rejected, but such proposals shall not operate as a rejection of this offer unless such variances are in terms of the description, quantities, price or delivery schedule of the goods, but shall be deemed a material alteration thereof, and this offer shall be deemed accepted by Buyer without said additional or different Buyer, such acceptance is limited to the express terms contained on the face and on the back hereof. No representation of any kind has been made by us except as set forth herein. This agreement conclusively supersedes all prior writings and negotiations with respect to the goods and/or services to be furnished and we will furnish only the quantities and goods and/or services specifically listed on the face hereof or the pages attached hereto; we assume no responsibility for furnishing other equipment or material shown in any plans and/or specifications for a project to which the goods and/or services ordered herein pertain. Our published or quoted terms and conditions are subject to change without notice. Unless otherwise provided by us in writing, our sales of our products to you shall be on a non-exclusive basis and shall not constitute a grant of any exclusive or limited rights in you to sell our products in any particular territory or geographic area.
2a. Quotations. A quotation does not constitute an offer to sell and no contract exists unless and until there has been an acceptance by you of the terms and conditions of sale. Unless previously withdrawn or otherwise stated, a quotation shall remain valid for 30 days from the date of issue thereof following which it shall be subject to confirmation by us.
2b. Prices. Prices herein are net FOB our factory unless otherwise stated on the invoice and are subject to change without notice. All costs subsequent to delivery shall be borne by you unless otherwise specifically agree to, in writing, by us. The amount of any applicable present or future tax or other government charge upon the production, sale, shipment or use of goods and/or services ordered or sold will be added to billing unless you provide us with an appropriate exemption certificate.
3. Cancellation and deferred deliveries. Orders cannot be canceled without our written consent which will only be given on terms that you compensate us against loss incurred in respect of the order. Goods returned without consent will not be accepted for credit. Authorized returns will be inspected and credited at the invoice net value, less 15% restocking charge, plus any out-going and in-coming transportation costs which we pay. Additional charges will be assessed if the merchandise is not in a resellable condition. You may defer deliveries or cancel orders for custom products only upon our written consent and upon the condition that you pay all reasonable cancellation charges imposed by us.
4. Credit and Payment. Unless otherwise noted on your invoice, payment terms are net thirty (30) days. We may decline to furnish services or to complete and deliver goods except for cash, or stop goods in transit whenever for any reason doubt as to your financial responsibility develops. Pro-rata payments shall become due with partial shipments of goods. When you are responsible for any delay in shipment of goods, the date of completion of goods may be treated by us as the date of shipment for purpose of payment; completed goods shall be held at your cost and risk and we shall have the right to bill you for reasonable storage and insurance expenses. On any account not paid in accordance with our terms, you will pay our expense of collection, including without limitations reasonable attorney fees and expenses incurred in instructing a collection and/or legal agent to act only our behalf in the recovery of an account.
5. Delivery. Delivery schedules are approximate only. In estimating dates for the furnishing of goods and delivery, no allowance has been made, nor shall we be liable directly or indirectly for delays of carriers or delays from labor difficulties, shortages, strikes, or stoppages of any sort, fires, accidents, failure or delay in obtaining materials or manufacturing facilities, acts of government affecting us directly or indirectly, bad weather, or any causes beyond our control or causes designated Acts of God or force majeure by any court of law and in the event such delays arise, the estimated delivery date shall be extended accordingly. We will not be liable for any damages or penalties whatsoever, whether direct, indirect, special or consequential, resulting from our failure to perform or delay in performing. Delay shall not give you a right to cancel the order. Your acceptance of delivery shall constitute a waiver of any claim for delay. We shall have the right to deliver and invoice any part of this order immediately upon completion of manufacture. Methods and routes of shipment, unless specified in this document, shall be accepted as chosen by us. Delivery to common carrier FOB our plant in Santa Barbara, unless otherwise stated on the invoice, shall constitute delivery and passage of title to you and risk of loss shall pass to you concurrently with the transfer of title. If you or the carrier refuses delivery or delays shipment or acceptance, the products may be stored according to our direction as your agent, at your risk and expense. During any such period of storage you shall have title to the products and bear the risk of loss.
6. Warranty. Providing you notify us in writing promptly, if within one (1) year from date of shipment, goods manufactured by us fail to function properly under normal and proper use and storage because of defects in material or workmanship demonstrated to our satisfaction to have existed at the time of delivery, we will, reserving the right to either inspect them in your hands or request their return to use, repair or replace at our expense FOB our plant, or give you proper credit for, at our option, such goods determined by us to be defective. The foregoing shall not apply to goods that shall have been altered or repackaged after shipment to you by anyone except our authorized employees, and we will not be liable in any event for alterations or repackaging except those made with our written consent. You shall be solely responsible for determining suitability for use and we shall in no event be liable in this respect. Goods manufactured by others but furnished by us will be replaced, but only to the extent provided in the original manufacturers warranty to us. Our obligations and liabilities hereunder shall not be enforceable until such materials have been fully paid for. This warranty is limited to the original purchaser. THE FOREGOING OBLIGATIONS ARE IN LIEU OF ALL OTHER OBLIGATIONS AND LIABILITIES INCLUDING ALL WARRANTIES OF FITNESS OR OF MERCHANTABILITY OR OTHERWISE, EXPRESSED OR IMPLIED IN FACT OR BY LAW, and state our entire and exclusive liability and your exclusive remedy for any claim in connection with the sale or furnishing of services, goods, their design, and suitability for use. You agree that if goods sold hereunder are resold by you, you will include in the contract for resale provisions which limit recoveries against us in accordance with this contract. In case of your failure to include in any such contract for resale terms providing for such limitations, you agree to indemnify and hold us harmless against any liability, loss, costs, damage or expense (including reasonable attorney's fees) arising out of or resulting from such failure. No employee or agent of ours is authorized to make any warranty or chart issued by us or attached hereto are descriptive only and are not warrantable. We reserve the right to discontinue products without notice, and to make modifications in design at any time without incurring any obligation to make such modifications to products previously sold.
7. Limitation of liability. We will in no event be liable for any direct, indirect, special or consequential damages whatsoever, whether grounded in tort (including negligence), strict liability or contract, and our liability under no circumstances will exceed the selling price for the goods or services for which liability is claimed. Any action for breach of contract must be commenced within one year after the cause of action have occurred.
8. Shipping. Unless you specify in writing, (a) goods will be boxed or crated as we may deem proper for protection against normal handling, an extra charge will be made for preservation, waterproofing and similar added protection of goods and (b) routing and manner of shipment will be at our discretion, and may be insured at your expense. On all shipments FOB our plant, delivery of goods to the initial carrier will constitute delivery to you and all goods will be shipped at your risk. A claim for loss or damage in transit must be entered with the carrier and prosecuted by you.
9. Rejection. If you reject any goods supplied pursuant to this document, you must notify us of such rejection within 30 days of the delivery of furnishing thereof. Failure to make notification constitutes acceptance.
10. Infringement. We will not be liable for any claim of infringement whether patent, copyright or otherwise, unless due to infringement by goods manufactured by us in the form in which we supply such goods to you and without regard to their use by you. If you notify us promptly of any such claim of infringement and, if we so request, authorize us to defend or settle any suit or controversy involving such claim, we will indemnify you against the reasonable expenses of any such suit and will satisfy any judgment or settlement in which we acquiesce, but only to an amount not exceeding the price paid to us for the allegedly infringing goods. If an injunction is issued against the further use of allegedly infringing goods, we shall have the option of procuring for you the right to use the goods, or replacing them with non-infringing goods or removing them and refunding the purchase price. The foregoing expresses our entire and exclusive warranty and liability as to infringement and we will not be liable for any damages whatsoever suffered by reason of any infringement claimed, except as provided herein. You will hold us harmless and indemnified against any and all claims, demands, liabilities, damages, costs, and expenses resulting from or connected with any claim of infringement arising out of the manufacture by us of goods in accordance with a design or specifications which you furnish us. The sale of any goods hereunder does not carry with it any license to use such goods in combination with other goods not purchased from us or our licensees and which combination is the subject of any patent or copyright owned or controlled by us. Any invention made by us in the performance of a contract with you shall be our exclusive property.
11. Applicable law. The rights and duties of the parties to any contract resulting herefrom shall be governed by the law of the State of California without giving effect to its principles of conflicts of laws. You hereby consent to the personal jurisdiction of the Courts of the State of California to determine any controversy arising out of this agreement. Furthermore, the parties agree that any such action shall be brought only in a court located within Santa Barbara County.
12. Assignment. Your rights and obligations hereunder may not be assigned without our prior written consent.
13. Non-Waiver. Our failure at any time to require performance by you of any of the provisions herein or our failure to enforce any of our rights hereunder shall not be deemed a waiver thereof and shall not thereafter by construed as a usage of trade or a course of dealing between the parties. Waiver of any default shall not waive any other default.
14. Indemnification. You agree to take all necessary precautions to prevent the occurrence of any injury to person or property arising out of the use of or resulting from the goods and services provided to you hereunder. You further agree to indemnify and save harmless against any claim, action, loss, damage or expense ( including reasonable attorney's fees) by reason of injuries to persons (including death) or damage to property arising out of or resulting from the use of any of said goods and services by you or the activities of your agents, representative, employees or customers. More over, you agree to indemnify us against any claim, action, loss, damage or expense arising out of or related to any duty to warn, where you failed to provide to the customer information containing all of the materials, including informational and warning materials, related to our product which we provided to you. Independent of and in addition to the foregoing, you agree to indemnify us for all costs and expenses (including attorney's fees) incurred in enforcing any provision contained in this document.
15. Package Labeling and Material Usage. Our products are labeled for use by professional conservators only. They are not labeled for the general public. The vast majority of our products are items that we repackage from large bulk containers. In labeling our repackaged products, we list information that we deem necessary for safe use of the given material in the hands of a professional conservator. Our labels do not (except in some limited products) list how to use, mix, blend or prepare with other materials. It is assumed that all individuals using our products have received proper training in material usage in their educational background. If an individual does not know how to use a given product, it is the users responsibility to become trained in its use. It is not in any way CONSERVATION SUPPORT SYSTEMS responsibility to train or instruct individuals in the use of these materials.
16. Safety Warning. As with all chemicals and hazardous materials, proper care and handling should be in keeping with safe laboratory practices. Responsibility for the safe use of chemicals we supply rests entirely with the user, who is assumed to be professionally competent and familiar with the safety precautions to be taken for each material being used. If not, consult the material safety data sheet and/or your supervisor for instructions.
Material data safety sheets (MSDS) are available for all hazardous materials. Material data safety sheets are not automatically provided with each shipment but must be requested individually.
Our products are not packaged in child-proof containers. Our products should never be used, stored, or even brought into the home environment.
Absolutely no sales of potentially hazardous materials will be made without a current signed copy of this form on file.
Many of the products we sell could cause permanent injury or even death if not properly used. Many of our products should never be used by women who are pregnant or considering becoming pregnant in the near future. The use of such products is a decision made at the users own risk.
Conservation Support Systems reserves the right to refuse sales to any person(s), business or institution that we deem unable to comply with safe usage of hazardous materials.
Most importantly we want our customers to understand that it is the users responsibility for the safe use of all the materials we supply and that the responsibility rests entirely with the user who is assumed to be professionally competent with the use of these materials and familiar with the safe use of all materials (deemed hazardous or not) purchased from us and that safety precautions will be taken to limit the risk of harm.
It is the responsibility of a employer or supervisor to make all employees using products from CONSERVATION SUPPORT SYSTEMS aware of the provisions within this contract and take full responsibility for employees in his/her employment.
If any product purchased from CONSERVATION SUPPORT SYSTEMS does not meet the users standards for: quality of material, workmanship, packaging, or labeling required by the intended user, then it is the users responsibility to remove the product immediately from their working environment.
In signing this contract, the signer hereby agrees to be bound by all of the terms and conditions of sale contained within this contract. Furthermore, if the person signing this contract is an employer or supervisor, he/she hereby agrees to take full responsibility to enforce this contract with any and all employees within his/her employment or supervision.
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