Terms & Conditions
SURFACE CLEANING INNOVATIONS, LLC
STANDARD TERMS AND CONDITIONS OF SALE
1. Controlling Document. By placing any order with Surface Cleaning Innovations, LLC (“SCI”) for SCI to sell products and samples (the “Products”), the purchaser (“Purchaser”) hereby agrees to these terms and conditions of sale (the “Terms”). All sales by SCI of Products to Purchaser shall only be made in accordance with the Terms. The Terms constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, except any conflicting terms or conditions contained in a separate agreement between SCI and the Purchaser, in which case the conflicting terms in any of said agreements or purchase orders shall supersede and control over the conflicting terms and conditions contained herein. Notwithstanding the above, no representation or warranty regarding the Products contained in any separate agreement that may be broader, greater or inconsistent with warranties and representations contained herein, will be binding on SCI as a warranty or representation. The shipment by SCI of the Products will be conclusively deemed to be subject to the terms and conditions hereof. No waiver, alteration, or modification of any of the provisions hereof will be binding on SCI unless made in writing signed by an authorized officer of SCI. SCI may at any time and without notice to Purchaser change or alter the Products, advertisement offers, opinions, these Terms, purchasing process, prices, or credit approval.
2. Prices and Taxes. Prices specified in any order are for delivery of Products F.O.B. point of origin and exclude special packing charges for shipment overseas or by special carrier. Any additional charges imposed by shippers for freight or handling of shipped Products shall be separately invoiced to Purchaser. Any manufacturer's, sales, use, or excise tax; custom, inspection, certification, or testing fee; or any other tax, fee, or charge of any nature whatsoever imposed by governmental authority, on or measured by the transaction between SCI and Purchaser will be paid by Purchaser in addition to the prices quoted or invoiced. If SCI is required to pay any such additional freight, handling, tax, fee, or charge, Purchaser shall within ten (10) business days of the date of the written demand from SCI reimburse SCI in full therefor.
3. Terms and Method of Payment.
(a) Unless set forth to the contrary in any invoice or order confirmation, Purchaser shall pay in full all invoices upon shipment of the Products. If SCI agrees in writing to allow Purchaser to pay on credit, then the terms of payment will only be net thirty (30) days from the date of invoice. The amount and timing of the credit extended by SCI may be changed or withdrawn by SCI from time to time and at any time. All sales are final. Late payments shall accrue interest at the rate of one and one-half percent (1½%) per month from the date due until paid.
(b) Each shipment of Products will be considered a separate and independent transaction and payment therefore will be made accordingly. If any shipment of the Products is delayed or deferred at the request of Purchaser, payment shall be due on the date when the Products are ready to be shipped by SCI. Products held by SCI for Purchaser because of Purchaser's requested delay will be held at Purchaser's risk and expense, including, but not limited to, all expenses incurred by SCI for storage and handling of delayed Products.
(c) If because of the financial condition of Purchaser or the prior actions or conduct of Purchaser, SCI does not believe (in SCI’s sole discretion) that Purchaser will comply with any of the terms and conditions to which Purchaser is obligated or liable including, but not limited to the full and timely payment for any Products shipped, SCI may at any time change the payment terms under the invoice and require full or partial payment for the Products in advance. Furthermore, in the event of bankruptcy or insolvency of Purchaser, or if any proceeding is brought by or against Purchaser under any bankruptcy or insolvency laws, SCI will be entitled to cancel any order issued by Purchaser then outstanding and will receive reimbursement from Purchaser for its costs, including costs for Product that is not returnable to the manufacturer, freight costs, taxes, and handling charges, up to and including the date of cancellation.
4. Delivery, Risk of Loss and Delay. The delivery of Products to Purchaser shall be deemed effective upon SCI’s delivery of the Products to a carrier at SCI's facility or other loading point. Purchaser shall assume and be solely responsible for all risks of loss and/or damage in transit after delivery of the Products to the carrier. SCI reserves the right to make partial deliveries, unless specifically prohibited in the invoice or order confirmation. Any delay in delivery of any scheduled shipment requested by Purchaser will not relieve Purchaser of its obligations to accept remaining deliveries. SCI will not be liable for any loss or damage as a result of any delay due to any cause beyond SCI's direct and sole control, including, without limitation, acts of God, acts of Purchaser, fire, theft, accidents, slowdowns, strikes, riots, embargoes, governmental acts, terrorist act or threat, regulations or laws not previously in effect, delays of common carriers, inability to obtain necessary labor, materials or manufacturing facilities, or other similar causes. In case of any such delay, delivery dates will be extended by the amount of the delay. In no event will SCI's liability for delay or non-delivery caused by any reason exceed the sales price to Purchaser of the delayed or non-delivered Products.
5. Inspection. Purchaser shall examine all Products promptly upon receipt thereof. Claims for shortages or errors in delivery, or for any patent defects in the Products must be made in writing specifying the problem to SCI within five (5) days after receipt of Products by Purchaser. SCI shall have a reasonable period of time after receipt of the written notice of a problem from Purchaser to investigate, to determine the cause of the problem and if applicable and the responsibility of SCI, to implement a solution which shall be in the sole discretion of SCI. Failure to give such written notice within said period shall constitute Purchaser’s unqualified acceptance and a waiver of any and all such claims by Purchaser.
6. Pass Through Warranty. SCI will, to the extent permissible, pass through to Purchaser all available (including extended) applicable original manufacturer warranties for Products.
THE FOREGOING WARRANTY IS PROVIDED EXPRESSLY IN LIEU OF AND SCI HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY OR ALL OTHER OBLIGATIONS OR LIABILITIES ON SCI'S PART RELATING TO ANY ALLEGEDLY DEFECTIVE PRODUCTS, AND SCI NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR SCI ANY OTHER LIABILITY. AS PART OF THE FOREGOING DISCLAIMER, SCI SPECIFICALLY DISCLAIMS ANY WARRANTY THAT USE OF THE PRODUCTS WILL ENSURE PURCHASER'S COMPLIANCE WITH ANY FEDERAL, STATE, OR OTHER LAWS OR REGULATIONS ISSUED BY ANY GOVERNMENT, FOREIGN OR DOMESTIC.
7. Limitations of Liability. The remedies set forth in Sections 5, 6, and 8 hereof constitute Purchaser's sole and exclusive remedies for (i) nonconforming or defective Products and (ii) infringing Products, respectively. In no event, including without limitation if Products are nonconforming, defective, infringing, delayed, or not delivered, will SCI be liable for any special, contingent, incidental, indirect, or consequential damages (collectively, "Excluded Damages"), even if SCI has been advised of the possibility of such damages, whether under a contract, tort, property, or other legal theory. Excluded Damages include, but are not limited to, personal injury, property damage, anticipated profits, labor expended, delays, loss of use, and goodwill.
8. Infringement Claims.
(a) SCI will indemnify and hold Purchaser harmless from any third-party claim made against Purchaser for the infringement of United States patents, copyrights, mask works or other United States proprietary rights by Products sold by SCI pursuant to these terms and conditions. SCI's obligations under this Section 8 will not apply to claims of infringement based on (i) modifications to Products not made or authorized by SCI, or (ii) use of the Products in combination with any other products. SCI's obligations under this Section 8 are further expressly conditioned on Purchaser's notifying SCI in writing of any claim of infringement within ten (10) days after Purchaser's notice thereof, and giving SCI full and complete authority, information, and assistance necessary for the settlement and defense of any such claim. Failure to timely comply with all of the above requirements shall void SCI’s obligation hereunder and, Purchaser will defend against all suits, proceedings, and claims at Purchaser's sole expense, and SCI will have no liability for any expenses, costs, attorneys' fees, judgments, damages or settlements with respect thereto.
(b) Purchaser will indemnify and hold SCI harmless for the costs of defending any suit or proceeding (including expenses, costs, attorneys' fees, and payment of judgment for damages or settlement) brought against SCI for infringement if the claimed infringement has resulted from (i) modifications to Products not made or authorized by SCI, or (iii) use of the Products in combination with any other products.
(c) SCI will have the option, in its sole discretion, at any time and from time to time to modify any Products sold hereunder to avoid allegations of infringement, provided such modification does not materially affect performance or, in the event such modification is not practicable, to cancel any unfilled orders for such Products without liability to Purchaser.
(d) In no event will SCI's liability to Purchaser for infringing Products sold hereunder exceed the amounts actually paid by Purchaser for such Products.
9. Government Contracts. If any purchase order indicates that the purchase is being made for use under a U.S. Government Contract, only those terms and conditions which are made mandatory by federal statute or regulation for inclusion in fixed price supply subcontracts covering standard commercial proprietary items sold to the public will be deemed incorporated herein by reference. Purchaser shall include with any order for Products any such terms and conditions that are legally required to be incorporated herein. Any other (non-mandatory) terms and conditions of the prime Government contract which are intended to be included herein must be set forth in a separate written document signed by an authorized officer of SCI in order to be binding on SCI.
10. Indemnification. To the fullest extent permitted by applicable law, Purchaser shall, indemnify and hold harmless SCI and its subsidiaries and their respective shareholders, partners, members, officers, directors, employees and agents (each, an “Indemnified Party”) from and against any all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments, awards, costs and expenses (including reasonable attorneys’ fees, disbursements and court costs) in respect of or arising from the Products or the breach of this Agreement.
11. Communications. All communications made by SCI to Purchaser, whether made via SCI’s website, social media, advertising, or verbal communications shall be considered opinions and not as representations of fact and Purchaser shall have the obligation to determine the accuracy of any such statements. By creating an account with the SCI website or purchasing Products from SCI, you hereby consent to receive communications through our services, including messages that SCI sends you (for example, via SMS if you opt into our SMS program). When you create an SCI account or purchase Products, you will be opted in to receive our marketing emails. BY HAVING AN ACCOUNT ON THE SCI WEBSITE OR PURCHASING PRODUCTS FROM SCI, YOU AGREE TO RECEIVE COMMUNICATIONS FROM SCI, AND YOU REPRESENT AND WARRANT THAT YOU CONSENT TO RECEIVE COMMUNICATIONS FROM SCI. You agree to indemnify and hold SCI harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
12. Disclaimer. All Products purchased hereunder shall be used by professionally trained technicians in accordance with the manufacturer’s written instructions. All Product details, owner’s manuals, and SDS sheets should be reviewed for instructions, warnings, and proper personal protective equipment use. SCI is not responsible for any incorrect use or a use not intended by the Product Manufacturer.
13. General. These Standard Terms and Conditions will be governed by, and construed in accordance with, the laws of the State of Tennessee, excluding its choice of law provisions. Neither the Uniform Laws on International Sales nor the Convention on Contracts for the International Sale of Goods shall apply. The exclusive jurisdiction and venue for any lawsuit or arbitration brought to enforce or interpret this agreement shall only be brought in Knox County, Tennessee (SCI and Purchaser hereby consent to such venue and jurisdiction) and the prevailing party will be entitled to reasonable attorneys' fees. The section headings hereof are provided solely for convenience and will not be considered in interpretation. These Terms have been the subject of mutual negotiations, and no provision shall be construed against one party merely by reason of draftsmanship. The invalidity or unenforceability of one provision under one circumstance will not otherwise affect the validity or enforceability of any provision under any other circumstances. These Standard Terms and Conditions shall not be modified, changed or amended except in writing signed by both the parties.
LEGEND FOR FACE OF SALES ACKNOWLEDGEMENT FORM
CREATING AN ACCOUNT WITH SCI OR THE SCI WEBSITE, OR ACCEPTANCE OF AN ORDER IS EXPRESSLY CONDITIONED ON YOUR AGREEMENT TO ALL OF THE STANDARD TERMS AND CONDITIONS OF SALE, INCLUDING ANY ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS, WHICH ARE STATED ON THE FACE AND THE REVERSE SIDE OF THIS FORM. IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTABLE, YOU MUST NOTIFY US IN WRITING AT ONCE, AND CANCEL YOUR SCI ACCOUNT.