Terms and Conditions of Sale
Terms and Conditions of Sale
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. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH THE CARGILL SALT DIVISION OF CARGILL, INCORPORATED (“CARGILL SALT” OR “SELLER”), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
These terms and conditions (these "Terms") apply to the purchase and sale of products and services through Cargill Salt. These Terms are subject to change by Cargill without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after a posted change in these Terms will constitute your acceptance of and agreement to such changes.
Terms to Govern: These Terms set forth the entire understanding between you (“Buyer”) and Cargill Salt, and supersede all other prior agreements with respect to the subject matter of these Terms and any additional or inconsistent terms contained in Buyer’s purchase order or other documents. If Buyer has completed a credit application, the terms and conditions of that credit application are incorporated herein.
Orders: Seller agrees to review any order confirmations for accuracy, including without limitation the contents and scheduling of recurring shipments. Receipt of an order confirmation does not signify Seller’s acceptance of an order, nor does it constitute confirmation of an offer to sell. Seller reserves the right at any time after receipt of an order to accept or decline or cancel the order (in whole or in part) for any reason. Seller may also require additional verifications or information before accepting any order. An order is not accepted until it is shipped and Buyer’s account will not be charged until shipment has been made. If you require a firm delivery schedule, please contact your sales representative to discuss a supply agreement.
Warranties and Disclaimers: Seller represents and warrants that, as of the time and at the place of delivery, (i) Seller has the right to convey good title to the goods and/or services and (ii) the goods and/or services delivered will conform to agreed-upon specifications. EXCEPT FOR THE FOREGOING, SELLER DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
Seller’s Intellectual Property: Buyer may not use Seller’s trade names, trademarks, logos, service marks, or other proprietary marks. Limitation of Liability: Any claim by Buyer (i) that any goods or services do not conform to the agreed-specifications or (ii) made otherwise with respect to the goods or services must be made promptly and will be deemed to be waived unless received, in writing, by Seller within thirty (30) days after the delivery of the goods or services. Buyer’s exclusive remedy and Seller’s exclusive liability for delivery of nonconforming goods or services or for breach of warranty is expressly limited to, at Seller’s option, (i) replacement of the nonconforming goods or services or (ii) refund of the purchase price to the extent already paid. All nonconforming goods must be returned to Seller or, at Seller’s direction, disposed of by Buyer in a manner acceptable to Buyer and Seller. IN NO EVENT WILL SELLER BE LIABLE TO BUYER, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF WHATSOEVER NATURE.
Product Returns: Except as provided under “Limitation of Liability” above, for nonconforming goods, Buyer is responsible for all shipping and handling charges on returned items and bears the risk of loss during shipment. Buyer Indemnity and Breach: Buyer agrees to indemnify Seller from any and all liability that may arise from the delivery, use, storage, transportation, or resale of the goods and/or services. If Buyer breaches any of its obligations hereunder, Seller has the right to immediately terminate these Terms, in whole or in part, as well as any transactions thereunder, and pursue any other remedy available to Seller under these Terms or applicable law.
Price Increase and Changes and Cancellations: Prices quoted are for standard products and services only. Any advance in applicable freight rates, fuel, energy and transportation surcharges, taxes, duties or other assessments or fees on any order or order confirmation under these Terms or the production, processing, sale, delivery, storage, shipment, transportation or use of the goods, services and/or the raw materials sold hereunder, taking effect after the date of any order or order confirmation but before the fulfillment of any order or order confirmation may, at Seller’s option, be added to the Price(s) set forth in the order or order confirmation. Seller will also have the right, at Seller’s option, to add to the Price any increase in the cost of production because of any legislation passed or regulations issued after the date of any order or order confirmation. Additionally, any and all orders placed on less than five (5) days lead time, or that request delivery outside the standard delivery times of 8:00 a.m. and 5:00 p.m. Monday through Friday, and/or all change orders or cancellations, including those in which Buyer requests a change in the products, delivery schedule, or delivery time, or any other changes to a purchase order requested on less than five days’ notice before the scheduled date of delivery may, at Seller’s option, be subject to additional charges.
Risk of Loss/Transfer of Title: Except as otherwise specifically stated in these Terms, Buyer will assume title to the goods at the same time Buyer assumes risk of loss in accordance with the applicable INCO/Delivery Term set forth in any order or order confirmation.