Terms of Sale
Last Modified: October 27, 2020
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 HEREUNDER.
- 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 GOODS.
- 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 WARRANTY. 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 F.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 discretion.
- TAXES AND FEES. Prices stated herein do not include any manufactures, 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 to include recovery of all direct costs incurred, including normal indirect and overhead charges and a normal
- 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 sale. 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 at 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 respects.
- 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.
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