Offer of Sale

1. Definitions.

As used herein, the following terms have the meaningsΒ indicated.

β€œBuyer” means any customer receiving a Quote for Products

β€œBuyer’s Property” means any tools, patterns, plans, drawings, designs, specifications materials, equipment, or information furnished by Buyer, orΒ which are or become Buyer’s property.

β€œConfidential Information” means any technical, commercial, or other proprietary information of Seller, including, without limitation, pricing, technical drawings or prints and/or part lists, which has been or will be disclosed, delivered, or made available, whether directly or indirectly, to Buyer.

β€œGoods” means any tangible part, system or component to be supplied by Seller.

β€œIntellectual Property Rights” means any patents, trademarks, copyrights, trade dress, trade secrets or similar rights.

β€œProducts” means the Goods, Services and/or Software as described in aΒ Quote.

β€œQuote” means the offer or proposal made by Seller to Buyer for the supply ofΒ Products.

β€œSeller” means Seal Company including all divisions, subsidiaries and businesses selling Products under these Terms.

β€œSeller’s IP” means patents, trademarks, copyrights, or other intellectualΒ property rights relating to the Products, including without limitation, names,Β designs, images, drawings, models, software, templates, information, anyΒ improvements or creations or other intellectual property developed prior to orΒ during the relationship contemplated herein.

β€œServices” means any services to be provided by Seller.

β€œSoftware” means any software related to the Goods, whether embedded orΒ separately downloaded.

β€œSpecial Tooling” means equipment acquired by Seller or otherwise owned byΒ Seller necessary to manufacture Goods, including but not limited to tools, jigs,Β and fixtures.

β€œTerms” means the terms and conditions of this Offer of Sale.

2. Terms.

All sales of Products by Seller will be governed by, and are expressly conditioned upon Buyer’s assent to, these Terms. These Terms are incorporated into any Quote provided by Seller to Buyer. Buyer’s order for any Products whether communicated to Seller verbally, in writing, by electronic data interface or other electronic commerce, shall constitute acceptance of these Terms. Seller objects to any contrary or additional terms or conditions ofΒ Buyer. Reference in Seller’s order acknowledgement to Buyer’s purchaseΒ order or purchase order number shall in no way constitute an acceptance ofΒ any of Buyer’s terms or conditions of purchase. Any Quote made by Seller toΒ Buyer shall be considered a firm and definite offer and shall not be deemed toΒ be otherwise despite any language on the face of the Quote. Seller reservesΒ all rights to accept or reject any purported acceptance by Buyer to Seller’sΒ Quote if such purported acceptance attempts to vary the terms of the Quote.Β If Seller ships Products after Buyer issues an acceptance to the Quote, anyΒ additional or different terms proposed by Buyer will not become part of theΒ parties’ business relationship unless agreed to in a writing that is signed by anΒ authorized representative of Seller, excluding email correspondence. If theΒ transaction proceeds without such agreement on the part of Seller, theΒ business relationship will be governed solely by these Terms and the specificΒ terms in Seller’s Quote.

3. Price; Payment.

The Products set forth in the Quote are offered for saleΒ at the prices indicated in the Quote. Unless otherwise specifically stated in theΒ Quote, prices are valid for thirty (30) days and do not include any sales, use,Β or other taxes or duties. Seller reserves the right to modify prices for anyΒ reason and at any time by giving ten (10) days prior written notice. UnlessΒ otherwise specified by Seller, all prices are F.C.A. Seller’s facilityΒ (INCOTERMS 2020). All sales are contingent upon credit approval and fullΒ payment for all purchases is due thirty (30) days from the date of invoice (orΒ such date as may be specified in the Quote). Under any circumstances, BuyerΒ may not withhold or suspend payment of any amounts due and payable as aΒ deduction, set-off or recoupment of any amount, claim or dispute with Seller.Β Unpaid invoices beyond the specified payment date incur interest at the rate ofΒ 1.5% per month or the maximum allowable rate under applicable law. SellerΒ reserves the right to require advance payment or provision of securities for firstΒ and subsequent deliveries if there is any doubt, in Seller’s sole determination,Β regarding the Buyer’s creditworthiness or for other business reasons. If theΒ requested advance payment or securities are not provided to Seller’sΒ satisfaction, Seller reserves the right to suspend performance or reject theΒ purchase order, in whole or in part, without prejudice to Seller’s other rights orΒ remedies, including the right to full compensation. Seller may revoke orΒ shorten any payment periods previously granted in Seller’s sole determination.Β The rights and remedies herein reserved to Seller are cumulative and inΒ addition to any other or further rights and remedies available at law or inΒ equity. No waiver by Seller of any breach by Buyer of any provision of theseΒ terms will constitute a waiver by Seller of any other breach of such provision.

4. Shipment; Delivery; Title and Risk of Loss.

All delivery dates areΒ approximate, and Seller is not responsible for damages or additional costsΒ resulting from any delay. All deliveries are subject to our ability to procureΒ materials from our suppliers. Regardless of the manner of shipment, deliveryΒ occurs and title and risk of loss or damage pass to Buyer, upon placement ofΒ the Products with the carrier at Seller’s facility. Unless otherwise agreed priorΒ to shipment and for domestic delivery locations only, Seller will select andΒ arrange, at Buyer’s sole expense, the carrier and means of delivery. WhenΒ Seller selects and arranges the carrier and means of delivery, freight andΒ insurance costs for shipment to the designated delivery location will beΒ prepaid by Seller and added as a separate line item to the invoice. Buyer shallΒ be responsible for any additional shipping charges incurred by Seller due toΒ Buyer’s acts or omissions. Buyer shall not return or repackage any ProductsΒ without the prior written authorization from Seller, and any return shall be atΒ the sole cost and expense of Buyer.

5. Warranty.

The warranty for the Products is as follows:
(i) Goods are warranted against defects in material or workmanship for aΒ period of twelve (12) months from the date of delivery or 2,000 hours of use,Β whichever occurs first; (ii) Services shall be performed in accordance withΒ generally accepted practices and using the degree of care and skill that isΒ ordinarily exercised and customary in the field to which the Services pertainΒ and are warranted for a period of six (6) months from the date of completion ofΒ the Services; and (iii) Software is only warranted to perform in accordance withΒ applicable specifications provided by Seller to Buyer for ninety (90) days fromΒ the date of delivery or, when downloaded by a Buyer or end-user, from theΒ date of the initial download. All prices are based upon the exclusive limitedΒ warranty stated above, and upon the following disclaimer: EXEMPTIONΒ CLAUSE; DISCLAIMER OF WARRANTY, CONDITIONS,Β REPRESENTATIONS: THIS WARRANTY IS THE SOLE AND ENTIREΒ WARRANTY, CONDITION, AND REPRESENTATION, PERTAINING TOΒ PRODUCTS. SELLER DISCLAIMS ALL OTHER WARRANTIES,Β CONDITIONS, AND REPRESENTATIONS, WHETHER STATUTORY,Β EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSEΒ RELATING TO DESIGN, NONINFRINGEMENT, MERCHANTABILITY, ANDΒ FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOTΒ WARRANT THAT THE SOFTWARE IS ERROR-FREE OR FAULT-TOLERANT, OR THAT BUYER’S USE THEREOF WILL BE SECURE ORΒ UNINTERRUPTED, UNLESS OTHERWISE AUTHORIZED IN WRITING BYΒ SELLER, THE SOFTWARE SHALL NOT BE USED IN CONNECTION WITHΒ HAZARDOUS OR HIGH-RISK ACTIVITIES OR ENVIRONMENTS. EXCEPTΒ AS EXPRESSLY STATED HEREIN, ALL PRODUCTS ARE PROVIDED β€œASΒ IS”.

6. Claims; Commencement of Actions.

Buyer shall promptly inspect allΒ Products upon receipt. No claims for shortages will be allowed unless reportedΒ to Seller within ten (10) days of delivery. Buyer shall notify Seller of anyΒ alleged breach of warranty within thirty (30) days after the date the non-conformance is or should have been discovered by Buyer. Any claim or actionΒ against Seller based upon breach of contract or any other theory, includingΒ tort, negligence, or otherwise must be commenced within twelve (12) monthsΒ from the date of the alleged breach or other alleged event, without regard toΒ the date of discovery.

7. LIMITATION OF LIABILITY.

IN THE EVENT OF A BREACH OFΒ WARRANTY, SELLER WILL, AT ITS OPTION, REPAIR OR REPLACE THEΒ NON-CONFORMING PRODUCTS, RE-PERFORM THE SERVICES, ORΒ REFUND THE PURCHASE PRICE PAID WITHIN A REASONABLEΒ PERIOD OF TIME. IN NO EVENT IS SELLER LIABLE FOR ANY SPECIAL,Β INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDINGΒ ANY LOSS OF REVENUE OR PROFITS, WHETHER BASED INΒ CONTRACT, TORT OR OTHER LEGAL THEORY. IN NO EVENT SHALLΒ SELLER’S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEEDΒ THE PURCHASE PRICE PAID FOR THE PRODUCTS.

8. Confidential Information.

Buyer acknowledges and agrees thatΒ Confidential Information has been and will be received in confidence and willΒ remain the property of Seller. Buyer further agrees that it will not use Seller’sΒ Confidential Information for any purpose other than for the benefit of SellerΒ and shall return all such Confidential Information to Seller within thirty (30)Β days upon request.

9. Loss to Buyer’s Property.

Buyer’s Property will be considered obsoleteΒ and may be destroyed by Seller after two (2) consecutive years have elapsedΒ without Buyer ordering the Products manufactured using Buyer’s Property.Β Also, Seller shall not be responsible for any loss or damage to Buyer’sΒ Property while it is in Seller’s possession or control.

10. Special Tooling.

Seller may impose a tooling charge for any SpecialΒ Tooling. Special Tooling shall be and remain Seller’s property. In no event willΒ Buyer acquire any interest in the Special Tooling, even if such Special ToolingΒ has been specially converted or adapted for manufacture of Goods for BuyerΒ and notwithstanding any charges paid by Buyer. Unless otherwise agreed,Β Seller has the right to alter, discard or otherwise dispose of any SpecialΒ Tooling or other property owned by Seller in its sole determination at any time.

11. Security Interest.

To secure payment of all sums due from Buyer,Β Seller retains a security interest in all Products delivered to Buyer and, Buyer’sΒ acceptance of these Terms is deemed to be a Security Agreement under theΒ Uniform Commercial Code. Buyer authorizes Seller as its attorney to executeΒ and file on Buyer’s behalf all documents Seller deems necessary to perfectΒ Seller’s security interest.

12. User Responsibility.

Buyer, through its own analysis and testing, isΒ solely responsible for making the final selection of the Products and assuringΒ that all performance, endurance, maintenance, safety and warningΒ requirements of the application of the Products are met. Buyer must analyzeΒ all aspects of the application and follow applicable industry standards,Β specifications, and any technical information provided with the Quote or theΒ Products, such as Seller’s instructions, guides and specifications. If SellerΒ provides options of or for Products based upon data or specifications providedΒ by Buyer, Buyer is responsible for determining that such data andΒ specifications are suitable and sufficient for all applications and reasonablyΒ foreseeable uses of the Products. In the event Buyer is not the end-user of theΒ Products, Buyer will ensure such end-user complies with this paragraph.

13. Use of Products, Indemnity by Buyer.

Buyer shall comply with allΒ instructions, guides and specifications provided by Seller with the Quote or theΒ Products. If Buyer uses or resells the Products in any way prohibited byΒ Seller’s instructions, guides or specifications, or Buyer otherwise fails toΒ comply with Seller’s instructions, guides and specifications, BuyerΒ acknowledges that any such use, resale, or non-compliance is at Buyer’s soleΒ risk. Further, Buyer shall indemnify, defend, and hold Seller harmless from anyΒ losses, claims, liabilities, damages, lawsuits, judgments and costs (includingΒ attorney fees and defense costs), whether for personal injury, propertyΒ damage, intellectual property infringement or any other claim, arising out of orΒ in connection with: (a) improper selection, design, specification, application, orΒ any misuse of Products; (b) any act or omission, negligent or otherwise, ofΒ Buyer; (c) Seller’s use of Buyer’s Property; (d) damage to the Products fromΒ an external cause, repair or attempted repair by anyone other than Seller,Β failure to follow instructions, guides and specifications provided by Seller, useΒ with goods not provided by Seller, or opening, modifying, deconstructing,Β tampering with or repackaging the Products; or (e) Buyer’s failure to complyΒ with these Terms, including any legal or administrative proceedings, collectionΒ efforts, or other actions arising from or relating to such failure to comply. SellerΒ shall not indemnify Buyer under any circumstance except as otherwiseΒ provided in these Terms.

14. Cancellations and Changes.

Buyer may not cancel or modify,Β including but not limited to movement of delivery dates for the Products, anyΒ order for any reason except with Seller’s written consent and upon terms thatΒ will indemnify, defend and hold Seller harmless against all direct, incidentalΒ and consequential loss or damage and any additional expense. Seller, at anyΒ time, may change features, specifications, designs and availability ofΒ Products.

15. Assignment.

Buyer may not assign its rights or obligations without theΒ prior written consent of Seller.

16. Force Majeure.

Seller is not liable for delay or failure to perform any of itsΒ obligations by reason of any events or circumstances beyond its reasonableΒ control. Such circumstances include without limitation: accidents, laborΒ disputes or stoppages, government acts or orders, acts of nature, pandemics,Β epidemics, other widespread illness, or public health emergency, cyber relatedΒ disruptions, cyber-attacks, ransomware sabotage, delays or failures in deliveryΒ from carriers or suppliers, shortages of materials, sudden increases in theΒ price of raw material or components, shutdowns or slowdowns affecting theΒ supply of raw materials or components, or the transportation thereof, oilΒ shortages or oil price increases, energy crisis, energy or fuel interruption, warΒ (whether declared or not) or the serious threat of same, riots, rebellions, actsΒ of terrorism, embargoes, fire or any reason whether similar to the foregoing orΒ otherwise. Seller will resume performance as soon as practicable after theΒ event of force majeure has been removed. All delivery dates affected by anΒ event of force majeure shall be tolled for the duration of such event of forceΒ majeure and rescheduled for mutually agreed dates as soon as practicableΒ after the event of force majeure ceases to exist. The right to allocate capacityΒ is in the Seller’s sole discretion. An event of force majeure shall not includeΒ financial distress, insolvency, bankruptcy, or other similar conditions affectingΒ one of the parties, affiliates and/or subcontractors. An event of force majeureΒ in the meaning of these Terms means any circumstances beyond Seller’sΒ control that permanently or temporarily hinders performance, even where thatΒ circumstance was already foreseen. Buyer shall not be entitled to cancel anyΒ orders following its claim of an event of force majeure.

17. Waiver and Severability.

Failure to enforce any provision of theseΒ Terms will not invalidate that provision; nor will any such failure prejudiceΒ either party’s right to enforce that provision in the future. Invalidation of anyΒ provision of these Terms shall not invalidate any other provision herein and,Β the remaining provisions will remain in full force and effect.

18. Duration.

Unless otherwise stated in the Quote, any agreementΒ governed by or arising from these Terms shall: (a) be for an initial duration ofΒ one (1) year; and (b) shall automatically renew for successive one-year termsΒ unless terminated by Buyer with at least 180-days written notice to Seller or ifΒ Seller terminates the agreement pursuant to Section 19 of these Terms.

19. Termination.

Seller may, without liability to Buyer, terminate anyΒ agreement governed by or arising from these Terms for any reason and at anyΒ time by giving Buyer thirty (30) days prior written notice. Seller mayΒ immediately terminate, in writing, if Buyer: (a) breaches any provision of theseΒ Terms, (b) becomes or is deemed insolvent, (c) appoints or has appointed aΒ trustee, receiver or custodian for all or any part of Buyer’s property,(d) files aΒ petition for relief in bankruptcy on its own behalf, or one is filed againstΒ Buyer by a third party, (e) makes an assignment for the benefit of creditors;Β or (f) dissolves its business or liquidates all or a majority of its assets.

20. Ownership of Rights.

Buyer agrees that (a) Seller (and/or its affiliates)Β owns or is the valid licensee of Seller’s IP and (b) the furnishing of information,Β related documents or other materials by Seller to Buyer does not grant orΒ transfer any ownership interest or license in or to Seller’s IP to Buyer, unlessΒ expressly agreed in writing. Without limiting the foregoing, Seller retainsΒ ownership of all Software supplied to Buyer. In no event shall Buyer obtainΒ any greater right in and to the Software than a right in a license limited to theΒ use thereof and subject to compliance with any other terms provided with theΒ Software. Buyer further agrees that it will not, directly or throughΒ intermediaries, reverse engineer, decompile, or disassemble any SoftwareΒ (including firmware) comprising or contained within a Product, except and onlyΒ to the extent that such activity may be expressly permitted, either byΒ applicable law or, in the case of open source software, the applicable openΒ source license.

21. Indemnity for Infringement of Intellectual Property Rights.

SellerΒ is not liable for infringement of any Intellectual Property Rights except asΒ provided in this Section. Seller will defend at its expense and will pay the costΒ of any settlement or damages awarded in an action brought against BuyerΒ based on a third-party claim that one or more of the Products infringes theΒ Intellectual Property Rights of a third party in the country of delivery of theΒ Products by Seller to Buyer. Seller’s obligation to defend and indemnify BuyerΒ is contingent on Buyer notifying Seller within ten (10) days after BuyerΒ becomes aware of any such claim, and Seller having sole control over theΒ defense of the claim including all negotiations for settlement or compromise. IfΒ one or more Products is subject to such a claim, Seller may, at its soleΒ expense and option, procure for Buyer the right to continue using theΒ Products, replace or modify the Products to render them non-infringing, orΒ offer to accept return of the Products and refund the purchase price less aΒ reasonable allowance for depreciation. Seller has no obligation or liability forΒ any claim of infringement: (i) arising from information provided by BuyerΒ (including Seller’s use of Buyer’s Property); or (ii) directed to any Products forΒ which the designs are specified in whole or part by Buyer; or (iii) resulting fromΒ the modification, combination or use in a system of any Products. TheΒ foregoing provisions of this Section constitute Seller’s sole and exclusiveΒ liability and Buyer’s sole and exclusive remedy for claims of infringement ofΒ Intellectual Property Rights.

22. Governing Law.

These Terms, the terms of any Quote, and the sale and delivery of all Products are deemed to have taken place in, and shall be governed and construed in accordance with, the laws of the State of Oklahoma, as applicable to contracts executed and wholly performed therein and without regard to conflicts of laws principles. Buyer irrevocably agrees and consents to the exclusive jurisdiction and venue of the courts of Tulsa County, Oklahoma with respect to any dispute, controversy or claim arising out of or relating to the sale and delivery of the Products.

23. Entire Agreement.

These Terms, along with the terms set forth in theΒ Quote, forms the entire agreement between the Buyer and Seller andΒ constitutes the final, complete and exclusive expression of the terms of saleΒ and purchase. In the event of a conflict between any term set forth in theΒ Quote and these Terms, the terms set forth in the Quote shall prevail. AllΒ prior or contemporaneous written or oral agreements or negotiations withΒ respect to the subject matter shall have no effect. No modification to theseΒ Terms will be binding on Seller unless agreed to in a writing that is signedΒ by an authorized representative of Seller, excluding email correspondence,Β ‘clickwrap’ or other purported electronic assent to different or additionalΒ terms. Sections 2-25 of these Terms shall survive termination orΒ cancellation of any agreement governed by or arising from these Terms.

24. No β€˜Wrap’ Agreements/No Authority to Bind.

Seller’s clicking anyΒ buttons or any similar action, such as clicking β€œI Agree” or β€œConfirm,” to utilizeΒ Buyer’s software or webpage for the placement of orders, is NOT anΒ agreement to Buyer’s Terms and Conditions. NO EMPLOYEE, AGENT ORΒ REPRESENTATIVE OF SELLER HAS THE AUTHORITY TO BIND SELLERΒ BY THE ACT OF CLICKING ANY BUTTON OR SIMILAR ACTION ONΒ BUYER’S WEBSITE OR PORTAL.

25. Compliance with Laws.

Buyer agrees to comply with all applicable laws, regulations, and industry and professional standards, including those of the United States of America, and the country or countries in which Buyer may operate, including without limitation the U.S. Foreign Corrupt Practices Act (β€œFCPA”), the U.S. Anti-Kickback Act (β€œAnti-Kickback Act”), U.S. and E.U. export control and sanctions laws (β€œExport Laws”), the U.S. Food Drug and Cosmetic Act (β€œFDCA”), and the rules and regulations promulgated by the U.S. Food and Drug Administration (β€œFDA”), each as currently amended. Buyer agrees to indemnify, defend, and hold harmless Seller from the consequences of any violation of such laws, regulations and standards by Buyer, its employees or agents. Buyer represents that it is familiar with all applicable provisions of the FCPA, the Anti-Kickback Act, Export Laws, the FDCA and the FDA and certifies that Buyer will adhere to the requirements thereof and not take any action that would make Seller violate such requirements. Buyer represents and agrees that Buyer will not make any payment or give anything of value, directly or indirectly, to any governmental official, foreign political party or official thereof, candidate for foreign political office, or commercial entity or person, for any improper purpose, including the purpose of influencing such person to purchase Products or otherwise benefit the business of Seller. Buyer further represents and agrees that it will not receive, use, service, transfer or ship any Products from Seller in a manner or for a purpose that violates Export Laws or would cause Seller to be in violation of Export Laws. Buyer agrees to promptly and reliably provide Seller all requested information or documents, including end-user statements and other written assurances, concerning Buyer’s ongoing compliance with Export Law.

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