Terms & Condtions

Polythermics, LLC
Standard Terms and Conditions of Sale

Polythermics, LLC (PTLLC) establishes the following terms and conditions which apply to or arise from all quotations, sales, deliveries, and/or representations made by PTLLC. All purchases of PTLLC product or services (“Product”) by customer, owner or its agent ("Buyer") are expressly limited and conditioned upon acceptance of the following terms and conditions. Any provision, printed or otherwise, contained in any purchase order, confirmation or acknowledgment inconsistent with, different from or in addition to the following Standard Terms and Conditions are not accepted by PTLLC unless specifically agreed to in writing.

1. QUOTATIONS: All or any quotation issued by PTLLC or an agent of PTLLC is valid for 30 days from the date listed on the quotation unless otherwise stated. Any quotation issued by an agent of/for PTLLC shall have confirmation of approval by PTLLC prior to acceptance. Quotations of PTLLC Products and/or services, and any proprietary information contained therein, may not be disclosed to any third party and are provided to Buyer with the understanding that Buyer will use the information solely for internal purposes. The quotation as listed or designated shall supersede all previous quotations or correspondence concerning the same transaction or inquiry. All prices are for listed or designated quotation only.
   
   
2. PAYMENT AND CREDIT TERMS: It is understood that by design or circumstance, PTLLC may elect to satisfy an order by making partial Product shipments. Each shipment shall be considered a separate transaction and payment from Buyer will be made accordingly. Unless otherwise acknowledged in writing by PTLLC, payment for Products furnished will be made net 30 days from the date of shipment. Unless otherwise acknowledged in writing by PTLLC, all freight will be shipped on the purchasers account or shipped COD. If shipments are delayed by Buyer, payment will become due from the date PTLLC is prepared to make shipment. Products held for Buyer because of any delay due to Buyer's request to hold or inability to receive the Products will be at the risk and expense of Buyer.
   
   
3. CHARGES AND OTHER PRICE MODIFICATION: Unless otherwise agreed to in writing by PTLLC (or as specifically acknowledged within the quotation) prices quoted do not include any transportation, special packaging or handling charges, or any taxes, duties, tariffs or other governmental charges which PTLLC may be required by law to pay and/or collect.
   
   
4. SHIPMENT. All Products will be shipped F.O.B. PTLLC manufacturing facility unless otherwise stated. If Buyer has not issued inspection and/or shipping instructions by the time the Products are ready for shipment, PTLLC may select a reasonable method of shipment, without liability by reason of its selection. Shipments may be insured at Buyer's expense, and PTLLC will not place a valuation upon shipments unless specifically requested in writing by Buyer or required for export purposes.
   
   
5. DELIVERY: PTLLC will make a good faith effort to complete delivery of the Products as indicated by Seller in writing, but PTLLC assumes no responsibility or liability and will accept no backcharge for loss or damage due to delay or inability to deliver, whether or not such loss or damage was made known to PTLLC, including, but not limited to, liability for PTLLC’s non-performance caused by acts of God, war, labor difficulties, accidents, inability to obtain materials, delays of carriers, contractors or suppliers or any other causes of any kind whatever beyond the control of PTLLC. Under no circumstances shall PTLLC be liable for any special, consequential, incidental, or indirect damages, losses, or expense (whether or not based on negligence) arising directly or indirectly from delays or failure to give notice of delay.
   
   
6. OBLIGATIONS OF BUYER: It is the sole responsibility of the Buyer to identify and define all processes including environment , chemicals, temperatures, and mechanical considerations, which may affect the performance, reliability or operation of the Products furnished by PTLLC. If Buyer is not the end user, the Buyer assumes all responsibilities to the end user not covered or otherwise defined by these “Standard Terms and Conditions”.
   
   
7. LIMITED WARRANTY: If, within 12 months after the date of shipment, any Products furnished by PTLLC prove to be defective in material or workmanship or fail to produce results consistent with PTLLC specifications for the application in question, upon examination by PTLLC, PTLLC will repair the Products or supply identical or substantially similar replacement Products, F.O.B. PTLLC manufacturing facility, at PTLLC's sole discretion. Any replacement Products will be warranted for the unexpired portion of the warranty applicable to the particular Products.
   
   PTLLC will not be responsible for costs of removal, installation or re-installation of any Products or items supplied by third parties, where such removal, installation or re-installation is required to repair or replace any defective Products. Furthermore, PTLLC will not be responsible for and assumes no liability for materials or workmanship or any transportation charges, labor costs or other related expenses for any work performed by third parties in the repair or replacement of defective Products, without PTLLC's prior written consent.
   
   This warranty will be voided if (a) the Products have not been stored, installed, maintained or applied in accordance with accepted industrial practice and/or specific preparation and application procedures provided by PTLLC; (b) the Products have been subjected to any accident, misapplication, abuse or misuse; (c) Buyer has used, repaired, or modified the Products after discovery of the defect without PTLLC's prior written consent to continue use; (d) Buyer refuses to permit PTLLC to examine the Products to determine the nature of the defect claimed; (e) Buyer uses the Product in an application inconsistent with PTLLC's recommendations.
   
   EXCEPT AS PROVIDED IN THESE STANDARD TERMS AND CONDITIONS OR REPRESENTATIONS, ALL WARRANTIES, UNDERTAKINGS, CONDITIONS OR REPRESENTATIONS (WHETHER INNOCENT OR NEGLIGENT), INCLUDING WITHOUT LIMITATION THOSE WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUALITY OR DURABILITY, WHETHER EXPRESSED, IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING, USAGE OF THE TRADE OR OTHERWISE WITH RESPECT TO ANY EQUIPMENT OR ORDER, ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO EXPRESS OR IMPLIED WARRANTY IS GIVEN AS TO THE CAPACITY, EFFICIENCY OR PERFORMANCE OF ANY EQUIPMENT, EXCEPT AS MAY BE PROVIDED IN A WRITTEN AGREEMENT SIGNED BY PTLLC.
   
   
8. LIMITATIONS OF LIABILITY: PTLLC's LIABILITY IS EXPRESSLY LIMITED TO THE PRICE ALLOCABLE TO THE PRODUCTS DETERMINED DEFECTIVE, AND IN NO EVENT WILL PTLLC's CUMULATIVE LIABILITY BE IN EXCESS OF THE TOTAL SALES ORDER PRICE, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER.
   
   EXCEPT AS OTHERWISE PROVIDED IN THESE STANDARD TERMS AND CONDITIONS, PTLLC WILL NOT BE LIABLE FOR GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR OTHER ECONOMIC LOSSES, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE (INCLUDING NEGLIGENT MISREPRESENTATION), STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES, INCLUDING ANY THEORIES OF CONCURRENT LIABILITY ARISING FROM A DUTY OF CARE BY OPERATION OF LAW OR OTHERWISE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE OF AN LIMITED REMEDY.
   
   BUYER AND END USER REMEDIES ARE SPECIFICALLY LIMITED TO THE REPAIR OR REPLACEMENT OF THE WORK AND ARE EXCLUSIVE OF ALL OTHER REMEDIES. SHOULD THESE REMEDIES BE FOUND INADEQUATE OR TO HAVE FAILED THEIR ESSENTIAL PURPOSE FOR ANY REASON WHATSOEVER, BUYER AND OR END USER AGREES THAT RETURN OF THE FULL VALUE OF THE CONTRACT TO IT BY PTLLC SHALL PREVENT THE REMEDIES FROM FAILING OF THEIR ESSENTIAL PURPOSE AND SHALL BE CONSIDERED BY THE BUYER AS A FAIR AND ADEQUATE REMEDY.
   
   
9. TECHNICAL ASSISTANCE: It is expressly understood that any technical assistance, installation or application services furnished by PTLLC will be addressed in a separate written agreement between the parties. In no event will any technical assistance or installation service provided by PTLLC constitute a waiver by it or any of these Standard Terms and Conditions or affect or expand PTLLC’s obligations beyond what is stated in these Terms & Conditions.
   
   
10. PATENTS. PTLLC will defend and indemnify Buyer from any suit or proceeding brought against Buyer based on a claim that the Products manufactured and furnished by PTLLC constitutes an infringement of any United States patent, if PTLLC is notified promptly in writing and given authority, information and assistance, at its expense, for the defense of the suit or proceeding. Defense and settlement of any claim shall be within PTLLC’s sole discretion. Should it be held that any Product(s) constitute infringement and the use of the Products is enjoined, PTLLC will, at its own expense, as the sole remedy for Buyer, either procure for Buyer the right to continue using the Products, replace the Products with noninfringing goods, modify the Products to become noninfringing, or remove the infringing Products and refund the price paid for the respective Products.
    
    
11. BACKCHARGES: Backcharges will be not paid or allowed by PTLLC unless PTLLC is notified in writing of any Product(s) defect or omission. All backcharges must be approved in writing before any Product is repaired, replaced or altered in any manner by Buyer or its designee, or returned to PTLLC.
    
    
12. CANCELLATION: Buyer may not cancel any order except upon written notice and payment to PTLLC of all reasonable cost arising from the cancellation. A cancellation fee, up to but not exceeding 25% of the order amount, may at the election of PTLLC be assessed. In any event, the minimum cancellation fee shall be $ 200.00.
    
    
13. RETURN OF UNUSED PRODUCT: Unused Product(s) may be returned within ninety days, freight prepaid, to PTLLC for credit or refund. All Product returns must be authorized by PTLLC in advance and must be in original unopened containers, and will be subject to PTLLC quality control material testing. Specially manufactured or custom-made Products, including Products with customer-specified or non-standard colors, and Product with a short useful life may not be returned under any circumstances. All Product returns approved by PTLLC are subject to a return charge. Depending upon the circumstance as solely reviewed by PTLLC and at the sole desecration of PTLLC, the return charge may be up to 25% of the purchase price paid by the Buyer. PTLLC will not accept any returns of any Product for any reason if the Product is more than 90 days old from shipping date. PTLLC will not accept return of unused product prior to payment of product by Buyer.
    
    
14. ASSIGNABILITY: No claim or action against PTLLC arising directly or indirectly out of or in connection with the Products furnished by PTLLC to Buyer may be assigned by Buyer or by operation of law without the prior written approval of PTLLC.
    
    
15. SEVERABILITY: Invalidity of any of these Standard Terms and Conditions will not affect the validity of any other provision and the remaining provisions will remain in force and effect.
    
    
16. WAIVER: Failure to enforce any of these Standard Terms and Conditions in a particular instance will not constitute a waiver of or preclude subsequent enforcement of any of these provisions.
    
    
17. APPLICABLE LAW. The agreement of the parties shall be construed and enforced in accordance with the laws of the State of Washington. and venue for any disputes shall be In the County of King.
    
    
18. REVISIONS: PTLLC reserves the right to revise its Standard Terms and Conditions. Revision (REV.) date(s) are as listed. The most current revision (REV.) date shall supercede and/or replace all previous revisions and shall take effect as the sole PTLLC Standard Terms and Conditions. PTLLC shall make available its most current version upon request