Terms & Conditions

Payment:
COD or Pre-approved account: Subject to credit approval. All late Invoices will incur a 1-1/2 % late charge per month, Refer to credit application for other terms and
conditions on open accounts. Additional 1% prepayment discount available on all orders, VISA, MasterCard, American Express accepted.

Freight:
All orders are shipped freight collect; Carrier shall be determined by Customer, Shipments will be shipped best way unless otherwise specified.

FOB: Troy, VA

Lead Times:
Delivery on standard Carbon-Core In stock products is normally within 1-2 weeks ARO All ship dates will be confirmed at time of order placement. Carbon-Core Corp. will
not absorb any losses for missed schedule dates beyond our control. Should the customer determine that current or stated lead times are unacceptable, call to arrange other terms. All orders placed will be reviewed individually.

Sample Policy:
A free of charge sample can be arranged for delivery at customer’s request, Courier charges will be the responsibility of the customer. Please consult with your sales
representative for details.

Return Policy:
Returns on standard Carbon-Core products will be subject to a 30 % restocking charge, Freight charges on all returned products will be pre-paid by customer. A Return
Authorization Code (RAC) number must be obtained from Carbon-Core Corp. In writing prior to any return arrangements. The RAC number must be reflected on all
documentation and packaging pertaining to product returned.

Warranty:
The product information presented herein is believed to be reliable yet is not to be construed as any type of warranty or representation for which Carbon-Core
Corporation assumes any legal responsibility. All risk and liability arising from the fabrication of any of the core related systems shall rest with the buyer or
user. No warranty of fitness for a particular purpose or process is made.

CARBON-CORE CORP.  – Standard Terms and Conditions of Sale

 

  1. OFFER AND ACCEPTANCE. These Standard Terms and Conditions are a part of, and govern, all transactions between Carbon-Core Corp. (“Carbon-Core Corp.”) and you, the Buyer (“you” or “Buyer”), and supersede any terms and conditions in any of Buyer’s documents. You may submit, accept or confirm orders using your form documents; provided, however, that no terms or conditions therein shall apply. If any form document you submit to Carbon-Core Corp. constitutes an offer or acceptance of an offer to purchase products from Carbon-Core Corp., these Standard Terms shall govern the resulting contract. Your acceptance of any offer by Carbon-Core Corp. to sell products to you must be limited to these Standard Terms and the additional terms set forth by Carbon-Core Corp. in such offer. YOU ARE HEREBY NOTIFIED THAT CARBON-CORE CORP. OBJECTS TO ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS CONTAINED IN ANY ACCEPTANCE OR ANY OFFER MADE BY YOU. Carbon-Core Corp. shall not be deemed to have waived this provision if it fails to object to the conditions appearing in, incorporated by reference, or attached to any Buyer’s document. Buyer’s acceptance of products called for in either a sales contract of Carbon-Core Corp. or in a purchase order accepted by Carbon-Core Corp. shall constitute Buyer’s acceptance of these Standard Terms and Conditions of Sale. 2. PRICE, QUANTITY AND SUBJECT MATTER. The price, quantity and subject matter of the products to be provided are specified on the applicable Carbon-Core Corp. order confirmation or invoice.  Prices do not include shipping, insurance, sales or excise taxes, customs or duties; such charges may be separately itemized on the invoice and shall be paid by Buyer. Delivery by Carbon-Core Corp. of 5% more or less products than the quantities specified on the invoice shall be deemed to be delivery of products ordered. The quantities and weight of products shown in the order confirmation or invoice shall govern all disputes between the parties, unless Buyer gives notice of shortage to the agent of delivering carrier and Carbon-Core Corp. within 24 hours after receipt of products by Buyer.  A restocking charge will be assessed on returned goods. 3. PAYMENT TERMS. If Carbon-Core Corp. extends credit to you, payment is due within thirty days of invoice unless otherwise agreed upon with Carbon-Core Corp.. (Terms are subject to credit approval)  Any and all clerical or stenographic errors on the invoice are subject to correction by Carbon-Core Corp. at any time. Carbon-Core Corp. may assess a finance charge against amount owed by you at the monthly rate of 1.5% (or the maximum rate permitted by law) for each month that payment is late. You agree to pay Carbon-Core Corp.’s reasonable costs of collection, including attorney’s fees for delinquent accounts. Title to the products sold hereunder shall remain with Carbon-Core Corp. until the entire purchase price and all other charges and expenses are paid. Until full payment is made Carbon-Core Corp. shall also have continuing senior security interests in all products delivered to Buyer, as well as all proceeds, replacements, or substitutions of the products. Upon default by the Buyer for any reason, Carbon-Core Corp. may, without notice to the Buyer, declare all liabilities and obligations immediately due and payable and shall have all rights and remedies of a secured party under the Uniform Commercial Code. 4. CONTAINER DEPOSIT. Carbon-Core Corp. may require a deposit for the return of all product containers, which remain Carbon-Core Corp.’s property. This deposit must be paid in full when the purchase price is due. Carbon-Core Corp. will refund such deposit to Buyer provided: (i) product containers are returned to Carbon-Core Corp.’s original point of shipment within ninety (90) days from date of invoice; (ii) Buyer has paid in full all freight charges for the return of product containers; and (iii) all returned product containers are the same as originally shipped and show no evidence of abuse or use for purposes other than storing original contents. Carbon-Core Corp. may charge Buyer for any necessary cleaning or repair due to damage, and may deduct these costs from the deposit. Buyer shall place all product container numbers on bills of lading and shipping papers to permit Carbon-Core Corp. to facilitate identification and return of any deposit to Buyer. 5. DELIVERY. Unless otherwise specifically provided, delivery of products is F.O.B. Carbon-Core Corp.’s shipping point. Risk of loss or damage shall pass to Buyer upon delivery of the products by Carbon-Core Corp. to a carrier. Delivery, shipment and other performance dates are estimates only, and in no event shall Carbon-Core Corp. have any liability for loss of use or for any direct, consequential, or incidental damages resulting from any delay or failure in delivery, regardless of the reason(s) for such delay or failure. 6. DISCLAIMER OF ALL WARRANTIES. CARBON-CORE CORP. DOES NOT MANUFACTURE, TEST OR CERTIFY  ANY PRODUCTS BUT SOLELY DISTRIBUTES PRODUCTS MANUFACTURED BY OTHERS.CARBON-CORE CORP. IS NOT RESPONSIBLE  FOR  ANY  ORAL  OR  WRITTEN  WARRANTY  OR  OTHER  REPRESENTATION  REGARDING  ANY PRODUCTS SOLD HEREUNDER .  CARBON-CORE CORP. SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING  THE  PRODUCTS,  INCLUDING  BUT  NOT  LIMITED  TO  ANY  IMPLIED  WARRANTY  OF MERCHANTABILITY   OR   FITNESS   FOR   A   PARTICULAR   PURPOSE,   ANY   WARRANTY   REGARDING   NON- INFRINGEMENT OF ANY PATENT, PATENTABILITY OR PROPRIETARY RIGHTS, AND ANY WARRANTY REGARDING CONDITION, COLOR, USE, SHELF-LIFE, HANDLING, OR OTHER CHARACTERISTICS WITH RESPECT TO THE PRODUCTS.  Application of the Products distributed hereunder may be subject to design, fabrication and testing standards relating to such products (including ASTM standards) and Buyer shall be fully responsible for all testing and verification of its application using approved testing methods.  Carbon-Core Corp. agrees to make available, at Buyer’s request and expense, copies of all warranties made by any manufacturer regarding products sold by Carbon-Core Corp., and to the extent they are assignable, to assign them to the Buyer. Carbon-Core Corp. will use reasonable efforts to cooperate with Buyer in Buyer’s tender of warranty claims to the applicable manufacturer, provided that Buyer provides notice of any claimed defect within 15 days after Buyer’s receipt of such products or the original date fixed for delivery.  CARBON-CORE CORP. MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ANY WARRANTIES MADE BY MANUFACTURER OF THE PRODUCTS OR BY ANY OTHER PARTY OR INDIVIDUAL.
  2. LIMITATION OF LIABILITY. CARBON-CORE CORP. SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST TIME, LOST PROFITS, LOST SALES, DAMAGES FROM DELAYED OR FAILED SHIPMENT, OR THIRD PARTY CLAIMS) ARISING FROM TRANSACTIONS BETWEEN YOU AND CARBON-CORE CORP., NOR FROM HANDLING, USE, STORAGE METHODS, OR POSSESSION OF ITS PRODUCTS. YOU AGREE THAT CARBON-CORE CORP. IS NOT LIABLE FOR ANY DAMAGE  CLAIMS  CONNECTED  WITH  THE  APPLICABILITY  OR  ACCURACY  OF  ANY  ADVICE  OR INFORMATION, WRITTEN OR ORAL, GIVEN BY CARBON-CORE CORP., ITS AGENTS OR EMPLOYEES. CARBON-CORE CORP.’S TOTAL LIABILITY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, ARISING OUT OF TRANSACTIONS WITH YOU SHALL NOT EXCEED THE ACTUAL PRICE PAID FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE LIABILITY. 8. INDEMNIFICATION. Buyer agrees to indemnify and hold harmless Carbon-Core Corp., its affiliates, and employees and agents of any of them, from and against any and all actual or threatened liabilities, damages, losses, demands, judgments, causes of action, claims (including but not limited to, claims of patent, copyright and/or trade secret infringement), expenses, and costs including attorney’s fees and investigation, fines, penalties, and any other charges which arise from or relate to Buyer’s actual or intended use of the products, or the performance, non-performance or purported performance of any covenant or agreement, or the breach of any representation, warranty, covenant or agreement hereunder. 9. UNFORESEEN CIRCUMSTANCES. All orders are subject to cancellation by Carbon-Core Corp. without liability in the event of any material adverse change in the cost or availability of materials or other unforeseen circumstances. Neither party shall be liable for any delay or failure to perform due to causes beyond reasonable control, including, without limitation, any acts of God, wars, fires, floods, accidents, labor disputes, shortages, governmental actions, or equipment failures. 10. CONFIDENTIALITY. Carbon-Core Corp. and its agents and employees are under no obligation whatsoever to treat as confidential any disclosures made by you, your agents or employees, in connection with any transaction between the parties, unless otherwise agreed to in writing by Carbon-Core Corp. or required by law. 11. MODIFICATIONS. No amendment change, alteration, modification, or waiver of any of the provisions hereof shall be binding on Carbon-Core Corp. unless made in writing and signed by an authorized representative of Carbon-Core Corp.. Failure of Carbon-Core Corp. to enforce any rights arising under the contract, including a breach or default by Buyer, shall not be construed as a waiver of any other rights of Carbon-Core Corp. or any other breach or default by Buyer. Should Buyer breach this contract in any manner, Buyer shall be liable to Carbon-Core Corp. for all costs and expenses incurred by Carbon-Core Corp. as a result, including reasonable attorney’s fees. Carbon-Core Corp. reserves the right to assign or subcontract any or all of its rights and obligations hereunder, without the consent of the Buyer, and without notice to the Buyer. The rights and obligations of Buyer hereunder may not be assigned without the prior written consent of Carbon-Core Corp.. 12. TERMINATION. Carbon-Core Corp. may terminate the contract, in whole or in part, at any time, upon written notice to Buyer. Carbon-Core Corp. shall not be liable to Buyer for any losses, damages or expenses resulting from such termination. Upon termination by Carbon-Core Corp., all charges for products shipped and any ancillary charges shall be immediately due and payable by Buyer. This right of termination shall be additional to any and all rights Carbon-Core Corp. otherwise possesses. Buyer may not cancel or defer delivery of any orders without Carbon-Core Corp.’s written consent, and then only upon terms that fully indemnify Carbon-Core Corp. against any and all loss. 13. LIMITATIONS FOR SUITS. Any action relating to these Terms and Conditions, or to the parties’ business relationship must be brought within one (1) year after such cause of action has accrued, or it shall be time-barred, notwithstanding any statutory limitations period to the contrary, EXCEPT FOR AN ACTION BY CARBON-CORE CORP. FOR THE PRICE. For any action for the price brought by Carbon-Core Corp. against Buyer, the 4-year limitations period or other limitations period then in force under the applicable statute shall apply. 14. FEDERAL LABOR LAWS. Carbon-Core Corp. hereby certifies that all products sold were produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act of 1938, as amended, and of regulations and orders of the Administrator of the Wage and Hour Divisions under Section 14 thereof. 15. COMPLIANCE WITH U.S. EXPORT CONTROL LAWS AND REGULATIONS.   Unless otherwise expressly agreed, Buyer shall be responsible for obtaining any licenses or authorizations from the Commerce Department’s Bureau of Industry and Security (BIS), and the Treasury Department’s Office of Foreign Assets Control (OFAC), which may be required prior to export of the products from the United States, or re-export to a third country.  Buyer agrees to comply with applicable U.S. export control laws and regulations, including the requirements of the Arms Export Control Act, 22 U.S.C. 2751- 2794; the International Traffic in Arms Regulation (ITAR), 22 C. F. R. 120 et seq.; and the Export Administration Act, 50 U.S.C. app. 2401-2420, including the Export Administration Regulations, 15 C.F.R. 730-774.  Buyer shall immediately notify Carbon-Core Corp. if Buyer is listed on the BIS Denied Parties List or if Buyer’s export privileges are otherwise denied, suspended or revoked in whole or in part by any U.S. or foreign government entity or agency. Failure of the US government or any other government to issue any required export or import license, or withdrawal/termination of a required export or import license by the US government or any other government, shall not relieve Buyer of its obligations hereunder. 16. GOVERNING LAW. These Terms shall be governed by the laws of Virginia without regard to that state’s conflict of laws principles. Buyer agrees that jurisdiction and venue of any legal action relating to the transactions shall be in the State of Virginia.
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