DISTRIBUTOR TERMS AND CONDITIONS
1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.
BY PLACING AN ORDER FOR PRODUCTS FROM CETYLITE INDUSTRIES, INC., YOU AFFIRM THAT YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.
These terms and conditions (these “Terms”) apply to the purchase and sale of products from Cetylite Industries, Inc. (“Cetylite”) for the resale of Cetylite products to your end-user customers. These Terms are subject to change by Cetylite (referred to as “us,” “we,” or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referenced above. You should review these Terms prior to purchasing any products from Cetylite. Your continued purchase of Cetylite products after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products listed in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose whether to accept orders at our sole discretion.
3. Prices and Payment Terms. All prices and discounts posted on the Distributor Price List are subject to change with or without notice. The price charged will be the current distributor price at the time the order is placed and does not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price, if applicable. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
Terms of payment are within our sole discretion. Standard payment terms are net 30 days, subject to credit approval. You represent and warrant that you will pay charges incurred by you at the posted prices plus shipping and handling charges and all applicable taxes.
4. Shipments; Delivery; Title and Risk of Loss. Please refer to the Distributor Price List for specific shipping information. We will arrange for shipment of the products to you and you will pay all shipping and handling charges, unless other arrangements have been agreed upon in writing. Title and risk of loss pass to you upon our carriers’ transfer of the products to you, or upon our transfer of the products to your carrier, whichever applies. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipment.
5. Returns and Refunds. We will accept a return of the products subject to our Returns Policy. For more information on our Returns Policy, e-mail our Returns Department at returns@cetylite.com.
6. No Warranty.
WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS PURCHASED FROM US, INCLUDING, BUT NOT LIMITED TO ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND (iii) WARRANTY OF TITLE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
7. Limitation of Liability.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR OUR PRODUCTS.
8. Goods Not for Resale on Third Party Sites. You represent and warrant that, unless otherwise approved by us in writing, you will not redistribute or resell our products on third party sites, including but not limited to, www.amazon.com and www.ebay.com. You further represent and warrant that, in such event, we may, at our sole discretion, terminate your account with us.
9. No Sub-Distribution. You represent and warrant that, unless otherwise approved by us in writing, you shall not authorize, appoint or engage any dealers, agents, representatives, sub-distributors or any other third parties to sell or distribute the Cetylite products.
10. Intellectual Property Use and Ownership. You acknowledge and agree that Cetylite is and will remain the sole and exclusive owner of all intellectual property rights in and to each Cetylite product and any related formulas, trade secrets, specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the Cetylite products, or of any intellectual property rights relating to those products.
11. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such party's (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) other similar events beyond the reasonable control of the Impacted Party.
12. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New Jersey.
13. Waiver of Jury Trials and Binding Arbitration.
YOU AND CETYLITE ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS FROM CETYLITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
14. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
15. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Cetylite Industries, Inc.
16. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
17. Notices.
We may provide any notice to you under these Terms by: (i) sending a message to the e-mail address you provide or (ii) posting to our website at www.cetylite.com (“Site”). Notices sent by e-mail will be effective when we send the e-mail and notices we provide by posting to the Site will be effective upon posting. It is your responsibility to keep your e-mail address current.
To give us notice under these Terms, you must contact us as follows: (i) by facsimile transmission to 1-856-665-5408; or (ii) by overnight courier or registered or certified mail to Cetylite Industries, Inc., 9051 River Road, Pennsauken, NJ 08110. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
18. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
19. Entire Agreement. These Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.