The terms set forth herein may differ from or be in addition to those in the Customer's quote, purchase order, terms and conditions, or other document. ANY SUCH TERMS THAT ADD TO, VARY FROM, OR CONFLICT WITH THESE TERMS HEREIN ARE DEEMED TO BE MATERIAL ALTERATIONS, ARE HEREBY REJECTED, AND ANY ACCEPTANCE OF AN ORDER OR OTHER OFFER TO PURCHASE IS EXPRESSLY CONDITIONED UPON CUSTOMER'S AGREEMENT TOTHETERMSANDCONDITIONS SET FORTH HEREIN. These terms control the sale and delivery of goods and/or services between Slurry Monster LLC, Inc. (Slurry Monster LLC) and Customer and may hereafter be modified only by written instrument executed by the authorized representatives of both parties. These terms shall apply whether or not they are enclosed or supplied with the goods and/or services to be sold and delivered hereunder, and may be found at SlurryMonster.com.
Typed terms govern over printed terms; handwritten terms govern over typed terms; and Slurry Monster LLC's diagrams or drawings govern over specifications
Acceptance of Orders and Modification of Terms of Quotation:
Purchase orders are confirmed to the Customer and set forth the orders Slurry Monster LLC understands it and states the only obligations to which Slurry Monster LLC is bound. It is incumbent upon the Customer to review the confirmation for accuracy and to respond promptly with any discrepancies. Once the Customer receives the order confirmation, the order is considered accepted in writing. Orders are not binding upon Slurry Monster LLC until accepted in writing. Orders that have been accepted are not subject to cancellation or change in specifications and cannot be delayed more than 30 days from the original shipping date. Clerical and stenographic errors are subject to correction.
Price is exclusive of any applicable tax which the Customer shall be additionally liable to pay to Slurry Monster LLC on the same terms as the invoice. All prices are quoted FOB Origin unless otherwise specified in the quotation. Prices quoted are subject to change without notice prior to Slurry Monster LLC's acceptance of Purchase Order, and it is understood that the price stated herein is based upon Slurry Monster LLC's cost under existing law and conditions. If such is increased by the enactment of any applicable law or by the increase of the cost of any of the components of the items or materials purchased from others, the amount of such increased costs shall be added to the price stated. This quotation is made with the understanding that any sales, use, excise, or any other tax imposed by any present or future law on any of the materials, components or equipment included in this quotation or measured by the quantity or value thereof or by all or any part of the receipts from the sale thereof, exclusive of taxes upon net income, shall be added to the amount to be paid hereunder. All such taxes will be paid by Customer unless Customer furnishes Slurry Monster LLC with an appropriate exemption certificate acceptable to taxing authorities on or before shipment.
Terms of payment are shown on the face of the invoice and are effective from the date of invoice issuance. If payment is not made according to terms, the Customer agrees to pay Slurry Monster LLC's cost of collection, including attorney's fees and accrued interest on the unpaid balance at the highest rate of interest allowed by applicable law. Payment shall be due pro-rata on all partial shipments. The extension of credit is at all times subject to the approval of Slurry Monster LLC's credit department. The applicant further authorizes the creditor to re- investigate the applicant's credit status from time to time, as the creditor deems necessary and should creditor, upon such investigation, deem it necessary may limit or terminate the credit arrangement with said applicant. Customer represents that Customer is solvent and can and will pay for products/equipment delivered to Customer in accordance with the tems hereof. If Customer's financial condition at any time does not in the judgement of Slurry Monster LLC, justify continuance of the work or shipment hereunder on specified terms, Slurry Monster LLC retains the right to requirefull or partial payment in advance. Nonpayment will result in the use of a third party collection agency.
The method of packaging will be Slurry Monster LLC's choice. Slurry Monster LLC will make every effort to comply with Customer's packaging requests. Additional costs incurred in complying with such requests will be invoiced to the Customer.
All custom made products are non-returnable. Orders shipped from inventory and entered on Slurry Monster LLC's books, can only be canceled with Slurry Monster LLC's written consent and upon terms which will indemnify Slurry Monster LLC against all loss. Upon request to cancel, Slurry Monster LLC will advise amount of cancellation charges, restocking fees, work in progress, products produced, engineering and design, inspection, material and other incurred costs. Any schedule changes to blanket purchase orders with scheduled release dates will require 90 days notice in writing. Slurry Monster LLC reserves the right, at its discretion, to cancel the order if the Customer becomes bankrupt or insolvent. If Customer delays shipment, goods will be held and stored at the risk and expense of the Customer.
Claims for shortages or incorrect items sent must be filed within ten (10) days of receipt of shipment. A return authorization number must be secured from Slurry Monster LLC prior to shipping any product back to Slurry Monster LLC for credit. Once a return authorization is received, the Customer must arrange for products to be picked up and shipped back to Slurry Monster LLC. Products must be returned freight prepaid and received in original condition. Custom or special ordered products are not returnable. Returns of stock products are subject to a 20% restocking fee. Product must have been properly stored and must be in original condition. Credit will be processed upon receipt and inspection. Any refunds due will be in the form of a credit memo. No refund checks will be issued back to a Customer who has a balance due. Any consumables such as chemicals, cleaning agents, and hand sanitizers are final sale.
Slurry Monster LLC shall not be required to make any changes in applicable product or specifications requested by Customer after acceptance of Slurry Monster LLC's quotation, which shall increase Slurry Monster LLC's cost until there has been an agreement upon the price adjustment for such changes. Should Customer change the material specification of the order after order placement, Customer may incur material cancellation charges in accordance with the preceding Cancellation clause pending material status at the time of requested change. Catalog product presentations including catalog dimensions, designs, and specifications are representative of product availability at time of publication only. Actual geometry dimensions and designs are subject to design and manufacturing changes without notice.
Ownership of Plans:
All plans, drawings, diagrams, or specifications furnished by Slurry Monster LLC to the Customer shall remain in the property of Slurry Monster LLC and Customer agrees that it will make no use of such plans, drawings, diagrams, or specifications and will not disclose the same to others without the express permission of Slurry Monster LLC in writing.
Customer acknowledges and agrees that all patents and patentable ideas, trademarks, and copyrights created by Slurry Monster LLC in its performance of this contract shall be the sole and exclusive property of Slurry Monster LLC, and Customer shall have no claim or right to the title or ownership of any such intellectual property created by Slurry Monster LLC. Further, to the extent that title or ownership to any such intellectual property may vest in Customer by operation of law, Customer hereby irrevocably agrees to assign to Slurry Monster LLC all right, title and interest in and to such intellectual property.
Any information (including diagrams) that the Customer receives or otherwise has access to, incidental to, or in connection with this quotation or sale (collectively, the "Confidential Information"), shall be and remain the property of Slurry Monster LLC. Confidential information may be used to the extent necessary to perform this sale and the parties shall not disclose confidential information to any third party. In no event shall Customer acquire any right, title, or interest in and to any product or process information, including related know-how, either existing or developed during the course of the business relationship of Slurry Monster LLC and Customer.
Inspection and Testing:
Inspection requirements of the Customer must be stated in Customer's order. Unless it is otherwise expressly agreed in writing, final inspection and acceptance will be made at Slurry Monster LLC's plant. Supplementary/special inspection and testing requirements will be furnished upon request.
Slurry Monster LLC products are shipped FOB Origin by either truckload, LTL or package depending on the product, size of the shipment, and the destination. Freight charges will be prepaid and added to the invoice unless otherwise indicated on the order confirmation and invoice. We reserve the right to select the carrier on any freight allowed shipments. Slurry Monster LLC will make every effort to arrange delivery on, or as close as possible to the Customer's requested delivery date, but Slurry Monster LLC will not under any circumstances be liable for delays. Delivery schedules specified in the quotation are approximate only, and the shipment will be made within reasonable proximity thereto. Any and all damage must be noted on the receivers' freight bill of lading. Claims must be made to the Carrier or to Slurry Monster LLC within 48 hours of receipt and the product must be made available for inspection at the receivers' facility. Slurry Monster LLC will not be responsible for any damage whatsoever caused by delay in shipment whether the same results were caused within or beyond the control of Slurry Monster LLC. Deferred deliveries are subject to Slurry Monster LLC's written approval. Material quoted as being available from stock is normally available for immediate shipment but is subject to prior sale.
In no event shall Slurry Monster LLC be liable for any consequential damages caused by delay or failure to deliver or ship due, especially but not exclusively to, force majeure and other causes beyond its reasonable control. Any delay in or failure of performance of Slurry Monster LLC shall not constitute default hereunder if the extent of such delays or failure of performance is caused by an occurrence beyond the control of Slurry Monster LLC, including but not limited to acts of God, expropriation or confiscation of facilities, acts of war, rebellion, fires, strikes, labor shortages, inability to secure material, thefts, accidents or any cause whether or not of the same class or kind as those specifically above named which are not within the control of Slurry Monster LLC and which by the exercise of reasonable diligence, Slurry Monster LLC is unable to prevent or prevail against. Should any acts or events of this provision delay Slurry Monster LLC, then the time for performance by Slurry Monster LLC shall be extended by a period equal to time lost by reason of such delay. In case of non-delivery or failure to timely deliver, Slurry Monster LLC's obligation shall be limited to the refund of any advance payment which may have been previously made byCustomer.
For all products furnished pursuant to Customer's specifications, Customer agrees to indemnify, defend and hold harmless Slurry Monster LLC, its successors and assigns, against all liabilities and expenses resulting from any claim of infringement or any patent or other proprietary right in connection with the production of such products, including reasonable attorney's fees.
All products manufactured and/or sold by Slurry Monster LLC are warranted only to the Customer for resale or use in business, against defects in workmanship or materials as such uses are described in materials published by Slurry Monster LLC for 30 days after the date of purchase from Slurry Monster LLC. Any part, which is determined by Slurry Monster LLC to be defective in material or workmanship and returned to Slurry Monster LLC within 30 days of the date of purchase, shipping costs prepaid, will be, at Slurry Monster LLC's option and as the exclusive remedy to cure the defect by either repairing, replacing, or refunding the payment of the specifically defective product only. No action, regardless of form, arising out of the purchase of this product may be brought by Customer more than one year after the cause of action has accrued. THE PRODUCTS ARE SOLD WITHOUT ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR ANY CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES FOR LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL OR ANY OTHER GENERAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHATEVER, EVEN IF SLURRY MONSTER LLC HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. The customer assumes all responsibility for the selection, use and suitability of these products. All applicable laws and regulations should be strictly followed. Products sold by Slurry Monster LLC that are produced by other manufacturers are covered by their own specific warranties. Copies of such warranties will be supplied upon written request by the Customer.
All claims must be submitted user of the product, in writing, within 30 days to initiate a warranty claim. The defective product must be made available for inspection.
The Order and this Agreement shall be governed by the laws of the state of Michigan without reference to conflicts of law principles. Any legal suit, action or proceeding arising out of or relating to the order or this Agreement shall be commenced in a federal court in Michigan or in state court, and the appellate courts thereof, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action, or proceeding.
Failure on the part of Slurry Monster LLC to enforce any of the rights derived from this contract shall never be construed as a waiver of any of its rights.
Should any part of this Agreement, for any reason, be declared invalid, such action shall not in any manner affect the validity of the remaining portions of this Agreement.
These terms and conditions shall control in any contract resulting from or arising out of this quotation, price sheet, or order confirmation, regardless of printed terms, conditions, or provisions found in responses hereto or documents giving rise hereto, all of such printed matters incorporated therein being deemed waived insofar as the same differ from these terms and conditions, unless such differing terms, conditions, or provisions shall be specifically asserted for inclusion in written form other than printing and be specifically accepted by Slurry Monster LLC as a change in these terms and conditions by express reference in writing. The applicability of this paragraph is an express condition to any contract being formed between Slurry Monster LLC and Customer. The above and foregoing terms and conditions are the final expressions of the terms and conditions of the contract which may be or is formed between Slurry Monster LLC and Customer and they are intended also as a complete and exhaustive statement of the terms and conditions of such agreement.