Terms & Conditions
Effective: January 1, 2018
EnviroDEFENSE provides the following Standard Terms and Conditions of Sale (“Terms and Conditions”), which apply to all quotations and sales made by EnviroDEFENSE.
1. TIME LIMIT. All quotations are valid for a period of 30 days, unless otherwise specified.
2. SHIPMENT. All orders will be shipped FOB at the shipping point indicated on the invoice using a carrier approved by EnviroDEFENSE. Unless otherwise indicated on the invoice, the shipping cost will be prepaid by EnviroDEFENSE and added to the amount of the invoice.
3. PAYMENT TERMS. For customers with established credit, all payments are due net 30 days from date of invoice, unless otherwise specified in the invoice. Customer’s failure to make payment when due will be a material breach of these Terms and Conditions.
All invoices not paid when due will bear interest at the lesser of (i) the maximum interest rate permitted by law and (ii) 1.5% per month until paid in full. Payments for all export shipments will be made by prepaid electronic wire transmission or credit card.
Customers without established credit can pay for merchandise via credit card at the time of ordering. EnviroDEFENSE assesses a convenience fee surcharge to all purchases made with MasterCard, Visa, Discover or other credit cards in accordance with Michigan law.
4. SUSPENSION OF PERFORMANCE; COLLECTION. EnviroDEFENSE shall have the sole right of credit approval or credit refusal for its Customers in all cases. EnviroDEFENSE’s current credit policy is to place a Customer on credit hold and to cease further shipments to Customer if an invoice has not been paid within 60 days, at which time EnviroDEFENSE will send a warning letter to Customer, with a copy to Sales Representative. Any balance remaining outstanding at 90 days will be sent to collections. EnviroDEFENSE reserves the right to alter such policies at its discretion. If in EnviroDEFENSE’s judgment, Customer’s financial position does not justify the terms of payment specified, EnviroDEFENSE may require full or partial payment prior to shipment of the goods. Customer agrees to furnish EnviroDEFENSE with the requested credit information. Customer agrees to pay reasonable attorney fees to EnviroDEFENSE in the event suit is necessary to collect on account of nonpayment of the bill for material and/or services.
5. TAXES. Federal, state, or local indirect taxes, including without limitation sales and/or use taxes, VAT taxes, GST taxes, transfer taxes or any similar tax are not included in the quoted price for the products, will be separately set forth in the invoice and will be paid by Customer. Customer will provide EnviroDEFENSE with all applicable reseller exemption certificates.
6. WARRANTY. EnviroDEFENSE warrants only that all goods manufactured by EnviroDEFENSE shall be free from defects in material and workmanship; provided, however, that this warranty shall be limited to goods found to be defective within a period of 30 days from the date of shipment (“Warranty Period”).
Resale products shall carry only the warranty offered by the original manufacturer and no warranty by EnviroDEFENSE.
The Customer’s sole and exclusive remedy for any liability of EnviroDEFENSE of any kind, including (a) warranty, express or implied, whether contained in these Standard Terms and Conditions of Sale, or in any terms additional or supplemental hereto, (b) contract, (c) negligence, (d) tort, or (e) otherwise, is limited to the repair or replacement by EnviroDEFENSE of those goods which an examination by EnviroDEFENSE reveals to be defective during the Warranty Period, or at EnviroDEFENSE's option to refund to Customer the money paid to EnviroDEFENSE for such goods.
EnviroDEFENSE will have no obligation to remedy defects unless, within the Warranty Period, Customer gives EnviroDEFENSE written notice of its claim. In no event shall EnviroDEFENSE incur any obligation to repair or replace goods that are determined by EnviroDEFENSE to be defective due to Customer misuse, or due to use not in accordance with applicable labeling.
EXCEPT FOR THE EXPRESS WARRANTY STATED HEREIN, EnviroDEFENSE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE GOODS, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
The return of goods that are subject to warranty claims is subject to the terms of Section 11 of these Terms and Conditions.
7. DELIVERIES. The delivery date(s) quoted are based on EnviroDEFENSE's best estimate of a realistic time when delivery to the carrier will be made, and are subject to confirmation at time of acceptance of any resulting order. EnviroDEFENSE reserves the right to make either early shipment or partial shipments and to invoice Customer accordingly.
8. EXCUSABLE DELAYS. EnviroDEFENSE shall not be liable for loss, damages, detention, or delays resulting from causes beyond its reasonable control or caused by but not limited to strikes, restrictions of the United States Government or other governments having jurisdiction, delays in transportation, inability to obtain necessary labor, materials, or manufacturing facilities, or any other cause reasonably beyond its control, whether similar or dissimilar to those listed.
9. INSTALLATION/SERVICE. Customer will install any products requiring installation, unless otherwise agreed to in writing.
10. CANCELLATION. Cancellation of any order must be by written notice to EnviroDEFENSE and will be subject to cancellation charges, which will include all expenses incurred by EnviroDEFENSE and a reasonable profit on the sale.
11. RETURNS. Customer has 15 days from the date of sale to request a return. Product must be in new re-sellable condition. If product is dirty, damaged or otherwise in less than new condition it will not be approved for return. See our full Return Policy.
Chemical products that have been opened are not eligible for return. Product cannot be past its expiration date or older than 12 months whichever is applicable.
12. CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY. EnviroDEFENSE WILL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. In no case will EnviroDEFENSE’s liability exceed the amount paid to EnviroDEFENSE by Customer for the specific goods giving rise to such liability.
13. EXPORT SALES. EnviroDEFENSE will not export or deliver any products, technical information, data, and/or equipment outside of the United States of America, if such export or delivery is then prohibited or restricted by any law or regulation of the federal government of the United States of America.
Customer will comply with all applicable export and re-export control laws and regulations, including without limitation, the Export Administration Regulations (15 C.F.R. Parts 730, et seq.) maintained by the U.S. Department of Commerce and the Office of Foreign Assets Control Regulations (31 C.F.R. Chapter V) of the U.S. Treasury Department. Specifically, Customer will not, directly or indirectly, sell, export, re-export, transfer, provide, divert, loan, lease, consign, or otherwise dispose of goods, services, software, source code, or technology received in connection with this order to any person, entity, or destination prohibited by the laws or regulations of the federal government of the United States of America, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
14. COMPLIANCE WITH FAIR LABOR STANDARDS ACT. The goods and/or the performance of the services covered by this invoice were produced in compliance with the Federal Fair Labor Standards Act of 1938, as amended. EnviroDEFENSE hereby certifies that the goods were produced in compliance with all applicable requirements of Sections 6, 7, and 12, of the Fair Labor Standards Act as amended, and of the regulations and orders of the United States Department of Labor issued under Section 14 thereof. EnviroDEFENSE considers orders that are subject to these Standard Terms and Conditions of Sale as not being subject to any government contract provisions, including but not limited to, Armed Services Procurement Regulations.
15. GOVERNING LAW. All matters involving the validity, interpretation, and application of these Standard Terms and Conditions of Sale will be controlled by the laws of the State of Michigan, United States of America. The parties disclaim any applicability of the U.N. Convention on the International Sale of Goods to the order.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
16. CLERICAL ERRORS: All stenographic and clerical errors are subject to correction.
17. HEADINGS. The headings used throughout are for convenience only and will be disregarded for the purpose of construing and enforcing these Standard Terms and Conditions of Sale.
18. EFFECT OF OTHER TERMS. These Standard Terms and Conditions of Sale are intended to be a complete expression of the terms applicable to any sale of products or services by EnviroDEFENSE. Therefore, no terms or conditions set forth in any purchase order or any confirmation form will be effective to modify these Standard Terms and Conditions of Sale. Furthermore, Section 2-207 of the Uniform Commercial Code, as in effect in the law of any state, will not be applied to modify these Standard Terms and Conditions of Sale.
If you have any questions about our Terms & Conditions, please contact EnviroDEFENSE at 866-766-3253.