PROSEALS GENERAL TERMS AND CONDITIONS OF SALE

1.  GENERAL.
These General Terms and Conditions of Sale (the "Terms and Conditions") apply to the sale of goods as more specifically set out on the Purchase Order (the "goods" or "products") offered by PROSEALS, Inc ("Seller") to buyer ("Buyer"). Any terms and conditions proposed in Buyer's Purchase Order that vary, add to or conflict with these Terms and Conditions are objected to and are not binding on Seller. Any modification or addition to these Terms and Conditions will only be effective if accepted in writing by Seller. Seller will not be deemed to have waived these Terms and Conditions if it fails to object to provisions contained in Buyer's forms or otherwise. Buyer's silence or acceptance of Seller's Terms and Conditions constitutes its acceptance of these Terms and Conditions. In the event different terms are specifically agreed to in writing, those terms shall be exclusive as to the particular subject covered.

Seller reserves the right, in its sole discretion, to periodically revise these Terms and Conditions. Check this site periodically for updates and revisions. Updates and revisions shall be effective the date such update is posted on this site. www.prosealsusa.com

Questions regarding Seller's Terms and Conditions should be directed to:
PROSEALS, Inc
sales@prosealsusa.com  

2.  PRICES AND PAYMENT.
Delivery/Shipment/Insurance: Title to and risk of loss of such goods sold hereunder by Seller shall pass to Buyer upon their delivery at the Seller's distribution point designated on the front of the quotation or Purchase Order acknowledgement by placing the goods at the disposal of the carrier designated by Buyer or, in the absence of such designation, the carrier selected by Seller for shipment to Buyer.

Currency: USD Unless otherwise agreed in writing:               

Payment Terms: Payment terms are net 30 days from the date of invoice. In the event that Buyer fails to pay Seller invoices when due, Seller reserves the right to charge Buyer interest, on all amounts so unpaid, at the lesser of (i) one and one-half (1.5%) per calendar month (being eighteen percent (18%) per annum) or (ii) the maximum permissible rate for overdue accounts, from the date such payment was due until the date paid. Interest shall be assessed daily. Buyer's obligation to make each payment will be without right of set-off. In addition, Seller may defer any further shipments or other orders, or cancel any portion of an unshipped order. Seller may elect also to pursue a collection action and Buyer shall be liable for all costs and expenses associated with such a collection action (including, without limitation, legal fees). If, in the sole judgment of Seller, the financial condition of Buyer does not support the shipment of completed goods, Seller may make a written demand for full or partial payment in advance. At Seller's sole option, Seller may suspend performance until such payment is received and cancel performance if such payment is not received within thirty (30) days of such demand. Seller retains all rights at law pertaining to the collection of unpaid amounts owed by Buyer under this Agreement, and Buyer shall reimburse Seller for all costs associated with such collection activities, including without limitation, legal fees.

Seller's invoices must be disputed by Buyer in writing within sixty (60) days of the invoice date. If such dispute is not delivered within such time period, Buyer waives any right to dispute the invoice, and Seller will not be required to issue Buyer any refund or credit on the account.

Prices and Surcharges:   Seller reasonably attempts to maintain up-to-date and accurate pricing, availability and usage information. However, this information is dependent upon information distributed by and obtained from a manufacturer or supplier and is subject to change at any time. Seller reserves the right to revise pricing information at any time, without notice, and Seller will not be responsible for any pricing errors contained therein. Prices do not include sales, value added, use, excise or similar taxes, customs or import duties, freight and handling charges or non-standard packaging. Prices may change at any time without notice to Buyer. Seller may change pricing, in its discretion, for any costs including, but not limited to, labor, fuel, electricity, and raw material.  

Packaging and Transportation: Unless otherwise specified in the quotation or Purchase Order acknowledgement, Seller shall package the goods in accordance with applicable industry standards and transport the goods by a responsible common carrier. If Seller complies with Buyer's request with respect to the use of any agency or method of transportation or any routing other than that which would otherwise be designated by Seller, all packing, marking, shipping, transportation and other charges that are in excess of the charges that would otherwise be incurred by Seller will be charged to Buyer's account.   Seller assumes that packaging used by Buyer when transporting parts to Seller's facility are suitable for reuse for return of processed product to Buyer. Any additional packaging requirements that Buyer imposes are at Buyer's expense. Partial Shipments; Shipping Weights: Unless otherwise agreed to in writing, Seller may make partial shipments hereunder and may invoice for each such partial shipment separately. Each partial shipment will be deemed to be a separate sale. Delay in delivery of any partial shipment will not relieve Buyer of its obligation to accept delivery of remaining shipments hereunder. Seller's shipping weights will govern for each shipment or partial shipment hereunder. Should Buyer dispute the shipping weight of any shipment or partial shipment hereunder, Buyer will promptly notify Seller in writing of the reasons for such dispute and provide to Seller all necessary documents to substantiate the difference.  

3.  INSPECTION.
Inspection, acceptance or rightful rejection of goods shall be made within seven (7) days after Buyer's receipt of goods.  

4.  CHANGES.
Any changes in orders requested by Buyer, including, without limitation, scope of work, shipment schedule releases, delivery, or increase or decrease in quantities shall only be effective if accepted in writing by Seller. Such changes may require other terms to be modified, including price terms and Seller reserves the right to make such adjustments. Buyer may not modify release schedules for goods after Seller has shipped goods.  

5.  TAXES.
United States Sales: The price does not include any Federal, state or local property, license, privilege, sales, use, excise, gross receipts, value added or other like taxes that may be applicable to, or imposed upon, the transaction, the goods, or the sale, transportation, delivery, value or use thereof, or any services performed in connection therewith. Such taxes are for the account of Buyer and Buyer agrees to pay or reimburse any such taxes that Seller or its contractors or suppliers are required to pay.

Prior to placing the order with Seller, Buyer has the obligation to provide Seller with any sales tax exemption certificate it may have. In the absence of a valid and current sales tax exemption certificate, SELLER IS REQUIRED BY LAW TO CHARGE APPLICABLE TAXES ON SALES. Seller will not, and shall have no obligation to, retroactively adjust or credit Buyer's account based on information received after the sale.  

Sales Outside of the United States: All present and future taxes (other than corporate income taxes imposed on Seller), duties, tariffs, fees and other charges, including, but not limited to, excise, import, purchase, sales, use, turnover, added value, consular, gross receipts, gross wages, and similar assessment imposed by the United States, Canadian or Buyer's government (or the government of any country through which the product must pass en route from the country of origin to the country of destination) or any subdivision thereof or any taxing authority or any agencies therein with respect to this quotation or Purchase Order acknowledgment or the subject matter thereof, shall be the obligation of Buyer. Any such items paid by Seller shall be added  to the price and Buyer shall reimburse Seller for the amount of such taxes, duties, tariffs, fees and other charges and expenses incidental thereto upon presentation of an invoice therefore.  

6.  EXCUSABLE DELAY.
Seller will use reasonable efforts to fill any order in accordance with the estimated delivery or shipping date, but Seller will not be responsible for any delays in filling such an order nor liable for any losses or damages resulting from such delays, and the order will not be subject to cancellation for such delays. Seller shall not be liable for failure to perform or for delay in performance due to any cause beyond its reasonable control, including, but not limited to, fire, flood, strike or other labor difficulty, act of God, epidemic or pandemic, any legal proceeding, act of any governmental authority, act of Buyer, war, riot, sabotage, terrorism, civil disturbance, embargo, fuel or energy shortage, wreck or delay in transportation, major equipment breakdown, inability to obtain necessary labor or goods from usual sources, or any act, delay or failure to act of Seller's suppliers and subcontractors of any tier beyond Seller's or such supplier's or subcontractor's reasonable control. In the event of delay in performance due to any such cause, the date of shipment or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.  

7.  CONFIDENTIALITY.
Unless otherwise set forth herein or agreed to in a separate confidentiality or non-disclosure agreement executed by the parties, Seller will not be bound by any obligations of confidentiality or non-disclosure, except as may be required by applicable law. Seller may furnish data, knowledge and information to the Buyer which Seller may consider to be confidential and proprietary to its business, including but not limited to that information which is:
a)      of a technical nature such as, but not limited to, methods, know-how, formulae, compositions, processes, discoveries, machines, inventions, computer programs and similar matters;
b)      of a commercial nature such as, but not limited to, information about costs, purchasing, profits, prices, markets, sales, selling strategies, or lists of customers or employees or other matters concerning the furnishing party's business;
c)      of a strategic nature such as, but not limited to, future developments or strategies, pertaining to research and development and marketing and sales or other matters concerning the furnishing party's planning:
which information Seller is willing to disclose to the Buyer together with documents and data relating thereto (hereafter collectively "Confidential Information") for the purpose of supplying Buyer's product needs. 
a)      Buyer agrees that it shall not disclose the Confidential Information to any other person, firm or corporation or use it for its own benefit except as provided herein and shall use the same degree of care to avoid publication or dissemination of such information as the Buyer employs with respect to its own information which it does not desire to have published or disseminated. 
The commitments set forth in this paragraph shall survive the termination of the relationship of the parties for a period of twenty-four (24) months.  Buyer shall immediately, without request and in good order, upon termination of this relationship at any other time upon request of the Seller, promptly return all originals of such Confidential Information and any and all copies thereof to the Seller.    

8.  PRODUCT SUITABILITY AND SELECTION.
Most products offered by Seller are obtained from multiple supply sources, located throughout the United States, Europe and Asia. Many states, provinces and localities have codes and regulations governing sales, construction, installation or use of goods for certain purposes, which may vary from those in neighboring areas. While Seller attempts to assure that its products comply with such codes, it cannot guarantee compliance, and cannot be responsible for how the product is installed or used. Seller makes every reasonable attempt to ensure the quality of these supply sources and the products they offer. As these products are dynamic and versatile, Seller shall not be responsible for how products are used or installed and the product's conformance to local or regional codes or regulations. Review the product materials and application, and relevant code, regulations or ordinances, to be certain that the product, its installation, and use will satisfy these requirements. In no event will Seller be responsible for any loss or damage arising out of Buyer's improper selection, misapplication or misuse of a product.  SELLER DISCLAIMS PRODUCT DEFECT CLAIMS THAT ARE DUE TO THE MISUSE, IMPROPER SELECTION OR MISAPPLICATION OF THE PRODUCT.  

9.  WARRANTY.
All maintenance, repair and operations ("MRO") parts supplied by Seller are warranted to Buyer against defects in material or workmanship. Buyer's sole remedy under this warranty shall be reimbursement to Buyer for: a) the cost of the MRO part required to replace the defective part; and b) the labor required to replace the defective MRO part or parts, based on the prevailing labor rate.

Seller's obligation is limited to any MRO part, which, upon examination by Seller's Quality Assurance Department, proves to have been defective within a period of eighteen (18) months after purchase. MRO parts which have been altered or modified, improperly installed, or which have failed due to abuse or inadequate maintenance after installation or which were damaged due to malfunction of other parts not supplied by Seller, are not covered by this warranty. Seller's obligations and liabilities under this warranty shall not be enforceable unless the applicable MRO parts have been fully paid for by Buyer.

All claims of labor must be supported by an itemized order covering replacement of the defective MRO part. All MRO parts subject to a warranty transaction along with supporting orders must be sent, through Seller's sales representatives to Seller's Quality Assurance Department within ninety (90) days after Buyer learns of the defect.  

10.   WARRANTY EXCLUSIONS AND LIMITATION OF LIABILITY.
Buyer expressly agrees that, notwithstanding any other provision of these Terms and Conditions, under no circumstances shall Seller's aggregate liability resulting from the performance, failure to perform or breach of Seller's obligations herein or from any activity undertaken by Seller with respect to any good or service covered by this contract, whether based on negligence of any kind, strict liability or tort, on the part of Seller or its suppliers or subcontractors of any tier, or otherwise, exceed the value of such good or service as specified on the order or line item thereon.  

11.  RETURN POLICY.
Unless otherwise provided in a written agreement with Seller, standard products in original unopened packaging and in re-saleable condition may be returned within sixty (60) days of original receipt. Non-standard products may not be returned. To return a product, please contact your PROSEALS, Inc. representative or call 1-864-327-1070. Buyer shall pay for return freight on products unless the return is due to Seller's error.  

  12.  FREIGHT.
Unless otherwise stated in any written agreement between Seller and Buyer, Buyer shall be responsible for any freight costs associated with the delivery of product to its destination. Any extra or additional charges or services rendered in transit or at the destination will be the responsibility of Buyer.  

18. GENERAL.
Product Substitution: Products (and country of origin) may be substituted and may not be identical to catalog or website published descriptions and/or images. Applicable law: The contract arising pursuant to this order shall be governed by:
Customers in the United States and its Territories: the laws of the State of Georgia without giving effect to its conflict of law principles and excluding the International Convention on Contracts for the International Sale of Goods. The parties hereto irrevocably commit to venue of the Federal District Court for the District of Georgia in any action brought by the parties hereto concerning goods and services sold to Buyer hereunder and the parties hereby irrevocably commit to the jurisdiction of these courts.

Waiver: The remedies provided herein shall be cumulative and in addition to any other remedies provided by law or equity. Either party's failure to insist on performance of any of these Terms and Conditions or exercise any right shall not be deemed a waiver unless in writing signed by the party waiving performance. A waiver on one occasion shall not thereafter operate as a waiver of any other terms, conditions or rights, whether or not the same or similar type.

Assignment: These Terms and Conditions, and any accepted Purchase Order, shall be binding on Buyer. The Purchase Order may not be assigned by Buyer without the written consent of Seller.

Amendment: These Terms and Conditions and the terms of any accepted Purchase Order may be modified only by a writing signed by Seller.

Severability: The invalidity, in whole or in part, of any provision will not affect the remainder of such provision or any other provision. If any provision or application of these Terms and Conditions is invalid or unenforceable, then a suitable and equitable provision will be substituted for such provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of these Terms and Conditions, including the invalid or unenforceable provision.

Access: Buyer may enter Seller's facility(ies) that are performing the order only on reasonable notice during normal business hours, subject at all times to Seller's safety rules and rules pertaining to limitations necessary to comply with applicable import and export regulations and protection of the confidential and proprietary information of Seller or its customers. 

Survival: The provisions entitled or regarding Confidentiality, Infringement, Warranty Exclusions, Limitation of Liability, and all other terms and conditions providing for limitation of or protection against liability of Seller shall survive termination, cancellation or expiration of the contract or any accepted order.

Revised February 28, 2011