(Revised 9-30-2025)
These standard Terms of Sale (these “Terms of Sale”) governthe sale of goods and/or materials and/or the provision of any services (“Goodsand/or Services”) by Uniband USA, LLC, or one of its divisions, subsidiaries,or affiliated entities (“Seller”) to the person or business entity buying suchGoods and/or Services (“Buyer”). These Terms of Sale are incorporated into eachand every purchase order received from Buyer which may establish in addition tothese Terms of Sale essential commercial terms not in conflict with these Termsof Sale. In the event of any conflicting provisions in any purchase order orany other document received from Buyer, these Terms of Sale shall control andSeller shall proceed with the sale pursuant to the understanding that these Termsof Sale are the sole Terms of Sale binding on the parties. Buyer and Sellerexpressly agree that Seller may modify these Terms of Sale from time to timewithout notice, and such modifications shall be binding upon Buyer.Accordingly, each request for quote, order, acceptance of Goods and/or Servicesand/or payment to Seller by Buyer shall be deemed an acknowledgment andacceptance by Buyer of these Terms of Sale as then in effect.
1. NO MODIFICATIONS/ ENTIRE AGREEMENT.
Seller’s extension of credit to Buyer, if any, acceptanceof any purchase order and/or sale or provision of any Goods and/or Services toBuyer are all expressly conditioned upon Buyer’s acceptance of these Terms ofSale as then in effect. SELLER HEREBY REJECTS ANY TERMS OR CONDITIONS WHICHATTEMPT TO ALTER, MODIFY OR CHANGE IN ANY WAY ANY PROVISION HEREOF, OROTHERWISE ATTEMPT TO SUSPEND, CONTRADICT OR ADD TO ANY TERM OR CONDITIONCONTAINED HEREIN, AND BUYER HEREBY WAIVES ALL SUCH TERMS OR CONDITIONS; THUS,SUCH SHALL NOT BE BINDING ON SELLER UNLESS EXPRESSLY AGREED TO IN A SEPARATEWRITTEN INSTRUMENT SIGNED BY SELLER’S AUTHORIZED REPRESENTATIVE. SELLER OBJECTSTO ANY DIFFERENT, INCONSISTENT, CONFLICTING, SUPPLEMENTAL OR ADDITIONAL TERMSOR CONDITIONS AND HEREBY REJECTS SUCH, WHETHER CONTAINED IN PREVIOUS ORSUBSEQUENT PROPOSALS OR COMMUNICATIONS (WHETHER ORAL OR WRITTEN) FROM OR WITHBUYER OR IMPLIED BY TRADE, CUSTOM, PRACTICE, COURSE OF DEALING OR USAGE IN THETRADE. BUYER AND SELLER AGREE THAT THESE TERMS OF SALE, AS MAY BE SUBSEQUENTLYMODIFIED BY SELLER FROM TIME TO TIME, ARE ACCEPTED IN GOOD FAITH BY BOTHPARTIES AS THE COMPLETE AND FINAL EXPRESSION OF THE TERMS OF SALE GOVERNINGTRANSACTIONS BETWEEN THEM, AND FURTHER AGREE THAT THERE SHALL BE NO “BATTLE OFTHE FORMS” AS DESCRIBED IN SECTION 2-207 OF THE UNIFORM COMMERCIAL CODE.
2. ORDERS.
Buyer may not cancel or modify an order in whole or in partwithout Seller’s prior written consent, to be given or denied in Seller’s soleand absolute discretion, and which Seller may condition upon an adjustment ofprice and/or other terms and Buyer’s reimbursement to Seller of its costs anddamages in connection with the order and its cancellation.
3. PRICE.
The purchase price of any Goods and/or Services sold and/orprovided shall be as stated on the applicable Seller order acknowledgment oraccepted purchase order; provided, however, that Seller may upon prior noticeto Buyer assess a surcharge on the sale of any Goods and/or Services and/orwithout prior notice choose to pass along any price increase in Seller’s costof the subject Goods and/or Services or surcharge imposed on Seller by itssupplier(s), including, but not limited to, any such surcharge predicated uponan increase in the cost of raw materials or energy, delivery costs, all afterthe date of the applicable Seller order acknowledgment or accepted purchaseorder.
4. DELIVERY AND PERFORMANCE.
Unless specifically agreed to by Seller in a separatesigned writing, Seller does not guarantee any certain date of delivery andSeller shall not be liable to Buyer for any losses, costs, damages, charges orexpenses incurred by Buyer or any other person or entity arising directly orindirectly out of a failure to deliver on any particular date, nor will anydelay entitle Buyer to terminate or rescind its purchase. Seller reserves theright to defer delivery, to cancel the order or reduce the volume of Goodsand/or Services delivered, all without liability of any kind whatsoever toBuyer, if Seller is prevented from or delayed in the carrying on of itsbusiness due to a force majeure event. Buyer’sright, under the Uniform Commercial Code (the “UCC”), to reject due to delay indelivery is waived unless notice thereof is presented to Seller in writingwithin five (5) days after delivery.
5. WARRANTY; DISCLAIMER.
All sales of products of Seller or oneof its divisions or subsidiaries (each “Seller”) shall be made solely andexclusively pursuant to Seller’s standard Terms of Sale. Seller’s acceptance ofany purchase order is hereby expressly made conditional on the Buyer’s assentto all of Seller’s standard Terms of Sale, including without limitation termsand conditions that are additional to or at variance with the terms andconditions of the Buyer’s purchase order.
Seller warrants only that productsmanufactured by Seller, when shipped, are free from defects (within normalindustry allowances) of material and workmanship when properly installed andused for the intended purpose and operated under normal service conditions fora period for one (1) year after the date of tender and delivery; provided,Buyer gives Seller written notice of any such defect within the warrantyperiod. Claims not made within such one-year period shall be barred. Defectiveand nonconforming Products must be held for Seller’s inspection and return toSeller upon request. Normal wear and deterioration are excluded. Seller doesnot warrant Products which have been subject to misuse, negligence,carelessness, accident, overloading, improper maintenance, service adjustments,improper actions by someone other than Seller, alterations, modifications orreplacements. This warranty does not apply to normal maintenance, serviceadjustments or replacements. Products that are repaired or replaced during thewarranty period will be covered by warranty for the remainder of the originalwarranty period or 90 days, whichever is longer. Notwithstanding the foregoing,goods and parts not manufactured by Seller and work not performed by Seller arewarranted only to the extent (and in the manner) that they are warranted toSeller by the original Seller or Seller’s vendors, and only to the extent thatsuch warranties can be passed to Buyer. THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHERWARRANTIES WHETHER ORAL, WRITTEN, IMPLIED, EXPRESSED, STATUTORY, OR ARISING BYLAW OR CUSTOM, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO PRODUCTSMADE PURSUANT TO BUYER’S SPECIFICATIONS, WHETHER THE PRODUCTS ARE USED ALONE ORIN COMBINATION WITH OTHER SUBSTANCES OR DEVICES.
Buyer’s sole and exclusive remedy against Seller for any breach of warrantyshall be, at Seller’s option, either (i) the repair or replacement of defectiveProducts Seller without charge by Seller or (ii) a refund of an equitable portion of the original purchase price ofdefective Products. The Products must be returned to Seller’s factory,transportation charges prepaid and accompanied by a claim in writing. SELLER’SLIABILITY SHALL NOT EXCEED THE NET PURCHASE PRICE PAID BY BUYER FOR THEPRODUCTS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION, AND UNDER NOCIRCUMSTANCES SHALL SELLER BE LIABLE FOR DAMAGES RELATING TO SUPPLY, PAY FORLABOR DOWNTIME OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVEDAMAGES. THESE LIABILITY LIMITATIONS AND EXCLUSIONS SHALL APPLY REGARDLESS OFTHE FORM OF THE CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY,INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, ANOTHER TORT, EQUITABLE ACTION OROTHERWISE. THE PRICE STATED FOR THE PRODUCTS IS A CONSIDERATION IN LIMITINGSELLER’S LIABILITY.
6. RETURNS.
Returns for any Goodsand/or Services require a Return Goods Authorization (RGA) form andnumber. A copy of our RGA document must accompany your returned item(s), andthe RGA number must be referenced in any shipping documents. Any goods being returned to Seller arerequired to be returned within 60 days of the RGA Creation Date unlessotherwise agreed upon by Seller in advance. No credits will be issued for any goods not returned within 60days. Splice kits or any uncured rubberproducts are not eligible for return or credit.
7. INDEMNITY.
To the fullest extent permitted by law, Buyer shall, atBuyer’s sole cost and expense, indemnify, defend, release and hold harmlessSeller, its officers, directors, agents and employees, from and against any andall claims, demands, lawsuits or proceedings of any kind brought or threatenedagainst Seller and/or its officers, directors, agents and employees based onany claim, in whole or in part, that the Goods and/or Services as fabricated ormanufactured by Seller in accordance with drawings, specifications or otherinformation provided by Buyer fail to (i) be adequate for a particular purpose,(ii) comply with any product liability law, rule or regulation pertainingthereto, (iii) be adequate for any use to which the Goods and/or Services areput after shipment by Seller to Buyer and/or, (iv) comport with all patent,copyright and/or trademark rights of any third party. Buyer shall pay all costs, expenses, damages,liabilities and losses incurred by Seller, its officers, directors, agentsand/or employees, as a result of any such actual or threatened claim, demand,lawsuit or proceeding, including, but not limited to, reasonable attorney’sfees.
8. TITLE.
Notwithstanding delivery and passing of risk, Goods and/orServices sold by Seller to Buyer shall remain the property of Seller untilBuyer has paid to Seller the agreed purchase price therefor (together with anyaccrued interest). Until title to the Goods and/or Services passes to Buyer inaccordance with this Section 7, Buyer shall: (i) hold the Goods and/or Serviceson a fiduciary basis and shall not part with possession otherwise than in theordinary course of business; (ii) take proper care of the Goods and/orServices; (iii) take all reasonable steps to prevent damage to or deteriorationof the Goods and/or Services; and (iv) keep the Goods and/or Services free fromany charge, lien or other encumbrance. From delivery until title to the Goodsand/or Services passes to Buyer, Buyer shall insure the Goods and/or Servicesfor their full value with a reputable insurer, and on request, Buyer shallproduce the policy or policies of insurance to Seller. Further, until title tothe Goods and/or Services passes to Buyer, Buyer shall hold the proceeds of anyclaim under any such insurance policy or policies in trust for Seller and shallimmediately account to Seller with the proceeds.
9. PURCHASE MONEY SECURITY INTEREST (“PMSI”).
In accordance with the UCC, Buyer hereby grants, and Sellerhereby retains, a PMSI in all Goods and/or Services sold by Seller to Buyer,along with any products into which such Goods and/or Services are converted orincluded by Buyer and the proceeds of sale or other transfer by Buyer of anyand all said products or of the Goods and/or Services themselves, until suchtime as Seller is fully paid all amounts owing by Buyer for such Goods and/orServices, at which time said PMSI shall be immediately released. In the eventSeller is not timely paid for any Goods and/or Services, in addition to anyother rights to which Seller may be entitled hereunder or at law or equity,Seller shall have all rights granted under the UCC in regard to enforcement ofits PMSI. Seller reserves the right to, and Buyer acknowledges and agrees thatSeller may, notify any of Buyer’s secured creditors of Seller’s PMSI. Buyeralso authorizes Seller to file with appropriate authorities financingstatement(s) and/or other documents deemed necessary by Seller to give noticeof Seller’s PMSI. Buyer shall take all reasonable steps and cooperate withSeller in perfecting Seller’s PMSI.
10. TERMINATION.
If, at any time, (i) Buyer fails to pay to Seller anyamount in full when due, or otherwise fails to perform any other obligationowed to Seller; (ii) Buyer becomes insolvent or makes an assignment for thebenefit of creditors or is adjudged bankrupt or a receiver or trustee ofBuyer’s property is appointed; or (iii) a levy, execution or attachment is madeof any material portion of Buyer’s property, Seller may, in its sole andabsolute discretion, terminate the contract, if any, with Buyer for thepurchase and sale of Goods and/or Services as created hereby and refuse to makefurther deliveries and/or repossess any Goods and/or Services for which Sellerhas not been paid in full (in cash or cleared funds) or continue to perform butrefuse to make any shipments except upon the receipt of payment in full (incash or cleared funds) prior to shipment. All amounts payable to Seller are dueimmediately upon termination pursuant to this Section 9 despite any otherprovision to the contrary herein.
11. CONTROLLING LAW.
These Terms of Sale and the contract by and between Buyerand Seller for the purchase and sale of Goods and/or Services created hereunderis deemed made in Michigan and shall be governed as to validity,interpretation, construction, effect, and in all other respects, by the laws ofthe State of Michigan, without giving effect to the conflict of laws principlesthereof. Venue in any legal actionbrought by either Buyer or Seller in connection herewith shall be deemed proper in any state or countywith a nexus to the Buyer, Seller or the Goods and/or Services and shall be atthe choosing of Seller, in its sole and absolute discretion. The provisions of the United NationsConvention on Contracts for the International Sale of Goods shall not apply tothese Terms of Sale or the sale of goods or services from Seller to Buyer.
12. WAIVER.
Neither any failure nor any delay on the part of Seller inexercising any rights hereunder shall operate as a waiver of any of Seller’srights. Any waiver by Seller of any breach of, or any default under, anyprovision of these Terms of Sale by Buyer will not be deemed a waiver of anysubsequent breach or default. All rights and remedies granted herein are inaddition to all remedies available at law or in equity.
13. ASSIGNMENT.
Buyer may not assign its rights or obligations hereunder(whether voluntarily, involuntarily, by operation of law, transfer of majorityor controlling interest or otherwise) without the prior written consent ofSeller. These Terms of Sale shall be binding upon Buyer and its successors andpermitted assigns.
14. SEVERABILITY.
If any provision of these Terms of Sale shall be unlawful,void or for any reason unenforceable, then that provision shall be deemedseverable from these Terms of Sale, and the remaining Sections shall continuein full force and effect.
15. EXCLUSIVE AGREEMENT.
The contract by and between Buyer and Seller for the purchase and sale of Goods and/or Services created hereby constitutes the entire agreement by and between Buyer and Seller with regard to the subject matter hereof and shall exclusively determine the rights and obligations of Buyer and Seller with regard to the purchase and sale of Goods and/or Services, any prior course of dealing, custom or usage of trade or course of performance notwithstanding, and may not be modified by Buyer except in separate writing signed by an authorized agent of Seller.
