Terms of Sale
FluoroFusion Specialty Chemicals, Inc. Terms of Sale
1. Agreement Overview. These Terms of Sale govern all sales of goods or services by FluoroFusion Specialty Chemicals, Inc. ("Seller"). Each Invoice issued for the sale of goods or services between Seller and the purchasing party ("Buyer") constitutes a binding contract (“Contract”) and shall incorporate these Terms of Sale. Additionally, if an account application has been completed, these Terms shall be appended to it. In this Agreement, “Goods” refers to any items of tangible personal property described in any Contract or otherwise provided by Seller to Buyer. By proceeding with the purchase of Goods or services from Seller, Buyer acknowledges and agrees to abide by the terms and conditions set forth in this Contract. These Terms of Sale, along with any specific provisions detailed in the Agreement, collectively constitute the entire understanding between Seller and Buyer regarding the sale of Goods or Services.
2. Delivery. The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order. Seller shall not be liable for any delays, loss or damage in transit. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods using Seller’s standard methods for packaging and shipping such Goods. Seller will prepay and allow FOB DESTINATION on orders greater than or equal to Ten Thousand Dollars $10,000, or eighty (80) cylinders. For orders less than Ten Thousand Dollars $10,000 and less than eighty (80) cylinders, Seller will either (i) ship the Goods COLLECT, FOB ORIGIN, using Buyer’s carrier of choice, or (ii) ship the Goods prepaid and add FOB DESTINATION, resulting in freight charges added to Buyer’s invoice. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or in partial fulfillment of Buyer’s purchase order. Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
3. Inspection of Goods. Buyer shall inspect the Goods upon receipt. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing within ten (10) days from delivery of any Nonconforming Goods and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents. If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (a) replace such Nonconforming Goods with conforming Goods, or (b) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship the replaced Goods to Buyer.
4. Price. The price of the Goods is the price stated in the Invoice, in U.S. dollars (the “Price”).
5. Taxes. Any taxes imposed by federal, state, or other governmental authority on the sale, use or possession of Goods, or the sale or performance of services by Seller, shall be paid by Buyer in addition to the purchase Price.
6. Payment Terms. Payment terms appear in the Invoice. All payments shall be in U.S. dollars unless otherwise indicated by Seller. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. In addition to all other remedies available under this Invoice or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for thirty (30) days following written notice thereof.
7. Refrigerant Cylinder Deposits. Refillable refrigerant cylinders supplied by Seller remain the property of Seller. These cylinders are intended solely for the storage of gas products purchased from Seller or for the return and reclamation of specific gases, such as refrigerants. As part of our Cylinder Deposit Program, each refillable cylinder is subject to a cylinder deposit fee. Unless otherwise specified in a separate contract, the Seller will refund the deposit fee to the Buyer under the following conditions:
100% Refund: If the refrigerant cylinder is returned within 18 months of the sale.
75% Refund: If the refrigerant cylinder is returned within 24 months of the sale.
50% Refund: If the refrigerant cylinder is returned within 30 months of the sale.
0% Refund: If the refrigerant cylinder is returned after 30 months of the sale.
No refund will be issued if Seller determines the cylinder's condition to be unfit for reuse. Seller's determination in this regard will be final and irrefutable and made within sixty days of the cylinder's return.
8. Buying Group Program. If Seller and Buyer have entered into any formal written commitments under a Buying Group Program, and any terms of this Invoice are in conflict with such, the terms of the Buying Group Program will control.
9. Title to All Environmental Attributes. Seller retains title to all environmental attributes of Goods sold by Seller, including, but not limited to, carbon credits, carbon offsets, and U.S. EPA consumption allowances. Seller Specialty Chemicals, Inc. and its subsidiaries expressly retain full ownership and title to all carbon credits generated through the reclamation of any type of refrigerant. This reclamation process reduces the environmental impact of these refrigerants, and any resulting carbon credits represent the positive environmental action taken by Seller Specialty Chemicals, Inc. The sale, transfer, or utilization of carbon credits derived from refrigerants reclaimed by Seller Specialty Chemicals, Inc. or its subsidiaries is prohibited without the express written consent of Seller Specialty Chemicals, Inc.
10. Product Information.. Buyer acknowledges that the R-454B product purchased from Seller is reclaimed R-454B. Seller confirms that the reclaimed R-454B has been tested by an AHRI-certified laboratory to ensure it meets the AHRI-700 standard. Buyer further acknowledges that the intended use of this product is for the aftermarket and for repair use only, and not for initial fill of any new cooling equipment. Buyer further agrees to resell R-454B only for these purposes and to inform its customers of this restriction.
11. Termination. In addition to any remedies that may be provided under the terms of this Invoice, Seller may terminate this Invoice with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under any Invoice; (ii) has not otherwise performed or complied with any of the terms under this Invoice, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
12. Warranty; Limitation of Liability. The Goods are sold AS IS. Any claims relating to product liability and warranty repairs should be directed to the manufacturer of the Goods. Buyer EXPRESSLY AGREES THAT THIS REMEDY CONTAINED IN THE FOREGOING IS THE SOLE AND EXCLUSIVE REMEDY, IN LIEU OF ALL EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, WHICH ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT SHALL Seller BE LIABLE TO Buyer OR ANY THIRD PARTY FOR ANY LOSS OR USE, REVENUE OR PROFIT, 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 Seller HAS 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 Seller’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS INVOICE EXCEED THE TOTAL OF THE AMOUNTS PAID TO Seller FOR THE GOODS SOLD HEREUNDER.
13. Warranty Claims. Seller guarantees its Goods to be free of defective material and workmanship which would affect the life and use of Seller Goods. This warranty will not cover items that have been misapplied, altered, abused or improperly maintained. To establish a reasonable warranty period against any product that fails to be superior, Seller will warranty defects for a period of one year from the date of sale or two years from the date of manufacturing. Warranty claims can be submitted online at https://Seller.com/cylinder-warranty-claim-process. Buyer agrees to retain the defective cylinder for a period of 60 days following the submission of your warranty credit request. Defects may require visual inspection or to be shipped back to a Seller facility for final approval. The procedure for disposal of empty cylinders can be found in AHRI’s 2016 Guideline for Proper Content Recovery & Recycling of Refrigerant Cylinders. Cylinders that contain any amount of residual refrigerant may be submitted to your reclaim partner after your warranty claim has been processed and the Hold Period has expired.
14. Compliance with Law. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Invoice.
15. Updates and Amendments. Seller reserves the right to modify or amend these Terms of Sale at any time without prior notice. Buyers are encouraged to review the latest version of these Terms on the Seller website or by contacting Seller directly.
16. Force Majeure. Seller shall not be liable for any failure to perform hereunder resulting from any cause beyond its reasonable control, including but not limited to, an act of God; accident; war; fire; lockout; strike or labor dispute; riot or civil commotion; act of the public enemy; enactment; rule; order or act of civil or military authority; or acts or omissions of any party, including Seller’s vendors.
17. Governing Law. All matters arising out of or relating to this Invoice shall be governed by and construed in accordance with the laws of the State of North Carolina without giving effect to any conflict of laws provisions. Buyer agrees that jurisdiction and venue shall be exclusively in the federal and state courts situated in North Carolina. In connection with any legal action or proceeding arising out of or related to this Invoice, Buyer hereby expressly and irrevocably waives any right to a trial by jury. Buyer acknowledges that this waiver is knowing and voluntary.
18. Contact Information. For any inquiries or correspondence related to this Agreement or purchases from Seller, please contact us at the following address, email, or phone number:
FluoroFusion Specialty Chemicals, Inc.
3950 Powhatan Road
Clayton, NC 27527
Email: info@fluorofusion.com
Phone: 919-800-0277
19. Severability. If any provision of these Terms is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.
By proceeding with a purchase from Seller, Buyer confirms their understanding of and agreement to the terms and conditions outlined in this Agreement.