Terms of Sale
Last Modified: September 2022
The following terms and conditions apply to all orders made by you (“Buyer”) for products and services from APPLIED Adhesives, a division of Applied Products, Inc. (“Seller”). In the case of conflict with any other terms and conditions you have with Seller, these terms shall prevail.
- WARRANTY. Due to the variable conditions under which these goods may be shipped, stored, handled or used SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT OR OTHERWISE. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGE OR EXPENSE OF ANY KIND INCLUDING LOSS OF INCOME OR PROFITS, ARISING IN CONNECTION WITH THIS CONTRACT OR WITH THE USE OF OR INABILITY TO USE SELLER’S GOODS FURNISHED
- LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF USE, DIMINUTION IN VALUE, PRODUCTIVITY, REPUTATION, FINANCING, BUSINESS OPPORTUNITIES, REVENUE OR PROFITS, WHETHER ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING SOLE OR PARTIAL NEGLIGENCE, STRICT LIABILITY, AND PRODUCT LIABILITY), OR OTHERWISE, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT OR WARRANTY AND TORT, INCLUDING SOLE OR PARTIAL NEGLIGENCE, STRICT LIABILITY AND PRODUCT LIABILITY), IN NO EVENT SHALL SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SALE OF GOODS EXCEED THE AMOUNT PAID BY BUYER TO SELLER FOR THE APPLICABLE
- PARTICULAR APPLICATION. Seller is not liable or responsible for any particular application of the Goods. From time to time, Seller or Seller’s agents may offer recommendations or advice regarding use of the Goods. BUYER AND SELLER UNDERSTAND AND AGREE THAT RECOMMENDATIONS OR ADVICE FROM SELLER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED This provision applies to all products and cannot be altered by Seller, Buyer, or any agent of Seller or Buyer.
- PRICES. The prices stated herein are O.B. Seller’s plant and are based on the quantities specified, for delivery in a single lot. Such prices are subject to adjustment by Seller for any change made by Buyer and approved by Seller in quantities, delivery or other terms hereof, or for any general price revision made by Seller.
- PAYMENT. Payment terms are net thirty (30) days after Buyer agrees to pay the maximum interest allowable under state law on any late payments.
- DELIVERY. If no shipment schedule is specified at the time of this acceptance, shipment shall be made at Seller’s
- TAXES AND FEES. Prices stated herein do not include any manufacturers, sales, use or other excise taxes, charges or duties, and the amount of any thereof which Seller is required to pay or collect will be invoiced to Buyer shall pay all such taxes, charges, and duties arising by reason of this order and all other taxes, charges and duties of whatever nature assessed upon the goods ordered. Buyer shall also pay any collection fees and reasonable attorney’s fees incurred by Seller in collecting payment of the purchase price and any other amounts for which Buyer is liable under the terms and conditions hereof.
- SHIPMENT; RISK OF LOSS; TITLE. All products are sold F.O.B. Seller’s plant and unless otherwise stated herein, Seller reserves the right to select the means of transportation and Risk of loss of the goods shall pass to Buyer at the time the goods are tendered for shipment under the terms F.O.B. Seller’s plant. All deliveries made via public carriers are made subject to the terms of such carrier’s bill of lading and tariffs, and the carrier shall be deemed by the Buyer’s agent irrespective of the terms of sale. The Seller shall have no liability whatsoever for delay in delivery. Title to the goods shall remain with Seller until payment is received by Seller.
- CONTAINERS. All returnable containers used in connection with shipments of Seller’s goods are the property of the Seller and are loaned to Buyer shall use such containers only for reasonable storage of Seller’s goods originally delivered therein and shall return such containers in good condition when empty.
- CANCELLATION, MODIFICATION, SUSPENSION. Cancellation, modification, suspension, or delay in shipment of Buyer’s order will not be accepted on terms which will not fully indemnify and reimburse Seller against loss. Such indemnity shall include recovery of all direct costs incurred, including normal indirect and overhead charges and a normal profit.
- CREDIT APPROVAL. Shipments, deliveries and performances of work shall at all times be subject to the approval of Seller’s credit Seller may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or upon such other terms and conditions satisfactory to such department.
- CONTRARY TERMS; ENTIRE AGREEMENT. Seller’s and Buyer’s obligations and rights shall be governed only by the terms and conditions contained herein, and the provisions of any purchase order or other writing inconsistent herewith, shall not constitute a part of the contract of This writing is intended by the parties to be a final expression of their agreement and is intended also as a complete and exclusive statement of the terms and conditions thereof.
- NOTICE. Any notice shall be considered given when sent via e-mail to the e-mail address associated with your account.
- WAIVER. No claim or right arising out of a breach of this agreement can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved
- DAMAGES, SHORTAGES & CREDITS. Damages, defects or shortages must be communicated immediately to the Discrepancy in pricing and/or quantities on invoices must be reported within 10 days of the invoice date. Claims made 10 days or more following the invoice date may not be honored.
- ASSIGNMENT. Buyer shall not assign its rights under this agreement against any amount which may become due to Buyer
- CONTROLLING LAW. These Terms of Sale and all orders, transactions, conduct, disputes and causes of action related to these Terms of Sale will be governed by the laws of the State of Minnesota, without reference to conflict of law principles. Any action orders, transactions, conduct, disputes and causes of action related to these Terms of Sale will be brought in Hennepin County, Minnesota. You consent to jurisdiction of such court and agree that service of process as provided by Minnesota law (governing state and federal courts) for nonresident persons or foreign corporations shall be sufficient in all
- RETURNS. All materials returned for credit are subject to a restocking All returns must be authorized by Seller and returned within 30 days. Special order items may not be returned.
- Limitations of Actions; Venue. Any claim made or action commenced by Buyer under Seller’s warranty as set forth herein must be brought within one year from the date of shipment from Seller to the Buyer. Buyer agrees that all disputes arising from Seller’s sale of product to Buyer shall be brought, if at all, in and before a court located in the State of Minnesota to the exclusion of the courts of any other jurisdiction.
- Delivery and Force Majeure. All quoted delivery dates are approximate. Deliveries shall be F.O.B. Seller’s manufacturing or warehouse facility, unless otherwise designated by Seller. Seller shall not be liable for any delay in production or delivery due to any cause whatsoever beyond the reasonable control of Seller including, but not limited to, act of God, war or other hostilities, civil commotion, riots, act or failure to act of government, act or omission of Buyer, pandemic, fire, flood, strike or labor trouble, sabotage or delay in obtaining from others suitable services, materials, components, equipment or transportation, or other similar contingencies or circumstances and the time of performance shall be extended for a period of time equal to the period of delay and its consequence. Seller will give to Buyer written notice at the onset and expected duration of such circumstances (if known). Seller shall not be liable for any damage to or loss of product following delivery to the F.O.B. point, including any damage or loss in transit. It shall be the responsibility of Buyer to comply with all import and export license requirements and other similar customs rules and regulations related thereto, including the U.S. Export Administration Act, as amended, (collectively “Customs Laws”) of the countries through, to, or from which the materials are shipped. Buyer agrees to fully indemnify Seller for any liability incurred (whether direct, indirect and including reasonable and necessary costs related thereto, including reasonable attorney fees), as a result of Buyer’s failure to comply with such Customs Laws.
- Legal Fees. Buyer will be liable and reimburse Seller for any and all legal fees and costs incurred by Seller to enforce these Terms of Sale.
- Battle of the forms. The parties have agreed that it is their intent that the “battle of the forms” under Section 2-207 of the Uniform Commercial Code shall not apply to these Terms or to any purchase order form of Buyer relating to these terms. It is the parties’ intent that these Terms shall exclusively control the relationship of the parties, and in the event of any inconsistency between any purchase order or form sent by Buyer to Seller, these Terms shall control.
Your Questions, Comments and Concerns
If you have any questions about this Website or these Terms of Sale, please contact us using the following information:
6035 Baker Road
Minnetonka, MN 55345