Polytek® Development Corp. Terms & Conditions of Sale
The following Terms and Conditions of Sale constitute the sole and entire agreement between you and Polytek® Development Corp. (“Polytek®”), in connection with your purchase of products from Polytek® through www.polytek.com. No terms or conditions contained in any acknowledgement, receipt, email or other communication from you shall bind Polytek® unless otherwise expressly agreed in writing by Polytek®. By submitting a purchase order or electronic order through www.polytek.com, you shall be deemed to have accepted these Terms and Conditions of Sale, and any additional terms you propose in any written or oral communication from you to Polytek® shall be deemed to materially alter these Terms and Conditions of Sale. These Terms and Conditions of Sale shall be deemed to provide you with notification of Polytek®’s objection to any such additional or different terms that you propose to Polytek®.
Orders placed at www.polytek.com must be paid in advance by credit card or debit card. Polytek® Development Corp. accepts VISA, MasterCard and American Express.
Any claim concerning invoice amounts shall be made within ten (10) business days from date of receipt of invoice by Buyer, or shall be deemed void.
Sales & Use
Currently, Polytek® collects sales tax for Pennsylvania and Indiana. For these states, sales tax will be automatically added to your order. You are otherwise responsible for any applicable use tax on your purchases. If you are tax exempt, please call 1-610-559-8620 to place your order and provide a tax exempt certificate for your purchase.
Typically, orders are processed and shipped within two (2) to three (3) business days from the date the order was placed, however, Polytek® does not guarantee a delivery date. If you have a specified delivery date, please contact Polytek® via e-mail or phone. Polytek® shall pack and mark the Products according to its standard procedures for domestic and/or export delivery. For hazardous shipments, additional charges may apply and be added to your invoice. Unless otherwise agreed in writing, all Products shall be sold and delivered Ex Works (Incoterms 2010) Polytek®’s Easton, PA location. Title and risk of loss shall pass to Buyer simultaneously with delivery. Polytek® does not ship via U.S. Postal Service. Buyer assumes all risk and liability for, and hereby agrees to indemnify Polytek® from and against all losses, liabilities, damages and claims whatsoever (whether for personal injury, property damages or otherwise), arising out of transportation, including unloading, storage, handling or use of any products after title passes to Buyer.
Polytek® may, in its sole discretion, accept returns for unopened, unused material within thirty (30) days of the invoice date. Before returning any Product, Buyer must obtain a return authorization from Polytek®, which will be valid for no more than fifteen (15) business days from the date of Polytek®’s issuance, provided that Polytek® receives the returned Product within the 15 business-day period. Buyer must prepay all freight, however, Polytek® will issue Buyer a credit for freight where Polytek® determines that nonconforming Product has been delivered. A 10% restocking fee may be charged for processing the return. Refunds will be issued using the same form of payment initially used to make the purchase.
You hereby agree and acknowledge that Polytek®’s sales agents shall not have the authority to bind or in any way alter the terms and provisions of these Terms and Conditions of Sale. Your use of any goods and products purchased shall be deemed conclusively that all such goods and products are conforming and satisfactory to you.
Warranty/ Rejecting Non-Conforming Products Polytek® warrants to you that all unopened products will, for a period of six (6) months from the shipment date, conform to the product specifications. The obligation of Polytek®, and your sole and exclusive remedy, pursuant to this warranty shall be for Polytek® (at its option) to repair or replace any defective product which is returned to Polytek®’s principal place of business, with transportation charges prepaid and thereafter determined by Polytek® to not comply with the terms of Polytek®’s warranty above. Notwithstanding the foregoing, Polytek® shall have no warranty obligation hereunder if the product becomes defective in whole or in part as the result of alterations not made by Polytek® or as the result of improper use or storage, or misapplication after it has been delivered to the you. Polytek® will replace non-conforming products rejected by you, provided that you report the non-conforming products to Polytek® in writing within thirty (30) days of the invoice date. If you fail to notify Polytek® of any non-conformance within thirty (30) days of the invoice date, you shall be deemed to have accepted all such products as delivered subject to Polytek®’s warranty obligations above. No repair or replacement under Polytek®’s warranty obligations will extend or enlarge the warranty period.
EXCEPT AS SET FORTH HEREIN, POLYTEK® MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING UPON POLYTEK®’S SKILL OR JUDGMENT TO SELECT OR FURNISH PRODUCTS OR GOODS SUITABLE FOR ANY PARTICULAR PURPOSE OR UPON ANY AFFIRMATIONS OF FACT OR PROMISES OF POLYTEK® WHICH EXTEND BEYOND POLYTEK®’S SPECIFICATIONS. IN THAT REGARD, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE ACCEPTING THE PRODUCTS ON AN “AS-IS” AND “WITH ALL FAULTS” BASIS. FURTHERMORE, YOU HEREBY EXPRESSLY AGREE AND ACKNOWLEDGE THAT POLYTEK® SHALL HAVE NO LIABILITY OF ANY NATURE HEREUNDER BEYOND REPLACEMENT OR REPAIR OF ANY DEFECTIVE PRODUCTS. POLYTEK® SHALL HAVE NO LIABILITY OR OBLIGATION OF ANY NATURE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ORDER OR THE PRODUCTS REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL AND / OR EQUITABLE THEORY, AND EVEN IF POLYTEK® HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE CONTRARY, IN NO EVENT SHALL POLYTEK®’S TOTAL LIABILITY TO YOU EXCEED THE PRICE ACTUALLY PAID BY YOU FOR THE PRODUCTS.
Polytek®’s performance shall in all cases be subject to delays resulting from governmental requirements, strikes, or other concerted acts of workmen, fires, floods, explosions, riots, war or armed conflict (declared or undeclared), accidents, acts of God, acts of terrorism, and other causes reasonably beyond Polytek®’s control.
In the event that any provision of these Terms and Conditions of Sale shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
Governing Law/Choice of Venue
Your order and all payments are being made to Polytek®’s headquarters in the Commonwealth of Pennsylvania and the terms and conditions of your transaction (along with all rights, duties and obligations arising hereunder) shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law rules that would necessitate the application of the laws of any other jurisdiction. You also agree that any claim or action relating in any way to your order (except actions in which Polytek® seeks equitable relief) shall be brought in the Court of Common Pleas of Northampton County, Pennsylvania, or if based solely upon federal law, in the United States District Court for the Eastern District of Pennsylvania. You hereby submit to the exclusive jurisdiction of said Courts. Furthermore, you agree that venue in said Courts shall be proper in all respects and covenants not to assert any defense or objection to the venue of said Courts.
Successors and Assigns
You may not transfer or assign any of your rights or delegate any of your obligations hereunder without the express prior written consent of Polytek®. These Terms and Conditions of Sale shall be binding upon, and inure to the benefit of Polytek® and its respective successors and assigns, including any corporation with which, or into which, Polytek® may be merged or which may succeed to its assets or business.
No Transfer of IP
You and Polytek® expressly agree and covenant that except as otherwise expressly provided in a separate written agreement executed by you and Polytek®, the sale of the products shall not be construed as granting any right, license, interest or claim of any nature in any trademark, service mark, patent, trade secret, invention, intellectual property right, or confidential information of Polytek®. You agree and covenant not to copy, reverse engineer or otherwise decompile the products for any commercial purpose.
You shall be solely responsible for complying with any and all laws and/or regulations governing the exportation of any goods or products delivered hereunder from the United States and the importation of any such goods or products in the country of destination, including, without limitation, the payment of any taxes and/or duties thereof.
The waiver by Polytek® of any term, covenant, agreement or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, agreement or condition herein contained. No covenant, term, agreement or condition of these Terms and Conditions of Sale shall be deemed to have been waived by a party unless such waiver is in writing by such party.
These Terms and Conditions of Sale contain the entire understanding between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understanding, inducements or conditions, express or implied, oral or written, among you and Polytek® with respect to your purchase of the products. These Terms and Conditions of Sale may only be amended in writing and signed by an authorized corporate officer of Polytek®.
You shall and hereby covenant to protect, defend, indemnify and hold harmless Polytek® (which for this purpose shall include Polytek®’s parent companies, affiliates, subsidiaries, associates, directors, officers, employees, agents, successors and assigns) of, from and against and from any and all losses or damages, including (without limitation) any judgments, civil penalties, interest, expenses and costs (including, without limitation, attorneys’ fees), claims, lawsuits, actions, proceedings or investigations (“Claims”) which are made or brought against Polytek® (or other person indemnified hereunder) by any person, government or entity arising out of or in any way related to (a) the death of or injury to any person or damage to any property that resulted or is alleged to have resulted from the negligence or willful misconduct of you, your employees, subcontractors, and agents, in the performance of your obligations hereunder, or from your use of the products sold hereunder; (b) in connection with any drawings, schematics, promotional or advertising matter, guarantees, warranties, labels, or instructions furnished by you or submitted to Polytek® by you; (c) out of any infringement of any patent, design, trade name, trademark, copyright, trade secret, or any other intellectual property right or entitlement of any third party due to your use of the products; or (d) out of any environmental, property or toxic tort claim, lawsuit, judgment, loss, civil penalty or action.