1. Entire Agreement
Unless Seller and Buyer have entered into a written contract covering the purchase of the goods or services or both as described herein, the entire contract between the parties consists of this order and Seller’s acceptance as above stipulated, and said contract shall not be changed or added to except in writing signed by the parties, by their duly authorized representatives.
Quoted prices are subject to change and are not guaranteed. Prices are valid for 30-days upon order acceptance. Prices do not include any sales, use or excise tax or any other tax, duty or charge which is now in effect or may be hereafter imposed by any Federal, State or other authority. All such taxes, duties or other charges shall be paid by Buyer unless Buyer shall provide Seller an acceptable exemption certificate.
3. Product Tolerances and Special Services
Standard nominal gauge tolerances for extruded materials are +/- 7% for PVC products and +/- 5% for Olefin products including HDPE and PP. Standard tolerances for pressed products are +/- 10%. For all products, length and width tolerances are +/- one (1) inch. Narrower tolerances are available by request and must be approved by Seller. Film masking is available to be applied to both sides of Olefin products and one side of PVC products at an additional cost of $2.00 per side per standard sheet (48” x 96”).
4. Made-to-Order Items
Made-to-order items can include, but are not limited to, any non-stock materials including custom formulations, colors, finish/textures, sizes and packaging. These items are subject to minimum quantities as defined by Seller. Buyer agrees to accept variation of +/- 20% on orders of $20,000 or less and +/- 10% on orders greater than $20,000 for any made-to-order, custom or special items.
Buyer may cancel all or part of orders for stock items at any time prior to one (1) day of scheduled product shipment date by providing notification to Seller. For made-to-order or custom run items, Buyer is responsible for any incurred costs including special raw materials, disposal fees, and any product that had been manufactured prior to notification to Seller.
Where available, prepaid shipments may be offered to qualified customers if shipping requirements are met including minimum order quantities. Non-standard shipping requirements including, but not limited to, custom packaging, flatbed trailers or other special vehicles, lift services, etc. are the responsibility of Buyer. Buyer will be responsible for freight charges when minimum order quantities are not met and a small order charge will be applied. Seller is not responsible for freight or shipping damage if carrier was designated by Buyer. Buyer will be responsible for any storage fees incurred by Seller resulting from shipment delays due to preference of Buyer.
7. Title and Risk of Loss
Except as otherwise provided herein, all goods furnished by Seller hereunder shall become the property of Buyer either upon final payment for the goods therefore or upon delivery of the goods, whichever occurs earlier. Upon delivery, risk of loss or damage shall pass to Buyer.
8. Inspection and Returns
Goods must be inspected by Buyer upon receipt of shipment. Any concerns regarding product type, quantity or quality must be reported to Seller within 72 hours of delivery. Material returns will only be accepted within six (6) months of purchase. Returns for custom, made-to-order, run-to-size, or any other non-standard items will not be accepted. Upon notification to Seller, a Return Goods Authorization (RGA) will be provided to Buyer. Return shipping costs are the responsibility of Buyer and a standard 25% restocking fee will be applied to all returned goods.
Seller warrants for a period of one (1) year from date of shipment that the goods described herein will be free of defects in workmanship, design, materials, and title, and notwithstanding anything herein to the contrary, will conform to all applicable proposals, specifications, tolerances, instructions, and descriptions. Seller’s obligation is limited to replacement of defective material or equivalent value. Seller is not responsible for any additional costs incurred including incidental or consequential damages.
10. Payment Terms
Standard payment terms are net 30 days from invoice date unless otherwise noted. Discounts taken with non-standard payment terms must comply with the agreed upon structure including timely payment in order to receive discounts. Discounts will not be accepted for orders being paid for by credit card. All orders are subject to credit approval.
11. Force Majeure
Seller shall not be held responsible for failure or delay in shipping nor Buyer for failure or delay in accepting goods and services described herein if such failure or delay is due to act of God, war, federal or state legislation or any regulations or orders thereunder, fire, strike, differences with workmen, accident, inability to obtain containers or raw materials, or other causes, either similar or dissimilar to the foregoing, beyond their control; provided, however, that any shipments made by Seller before receipt of written notice from Buyer that the latter cannot accept shipments because of any such cause, shall be accepted and paid for. In the event of any such excused interference with shipments, Buyer shall have the option either to reduce the quantity provided for in this order accordingly or to exercise its right of cancellation under this Force Majeure Condition.
12. Governing Law
This order shall be construed subject to the laws of the State of Pennsylvania. Seller warrants that all goods and services described herein shall be produced or performed in compliance with all applicable federal and state laws, rules and regulations.
Sales of products by CPG International LLC, including its affiliates AZEK Building Products, Scranton Products, Inc., Vycom Corp., WES, LLC, StruXure Outdoor, LLC, INTEX Millwork Solutions, LLC and Versatex Building Products, LLC (collectively “Seller”) to the customer receiving these Terms and Conditions of Sale (“Customer”) are governed by these Terms and Conditions of Sale (the “Terms and Conditions”). Any written quotation from Seller, current Seller price list, and these Terms and Conditions shall constitute the entire agreement between Seller and Customer, unless Seller and Customer have executed a written agreement which includes additional and/or different terms, in which case such written agreement executed by the parties shall prevail over these terms. SELLER’S ACCEPTANCE OF CUSTOMER’S OFFER TO PURCHASE PRODUCTS OR SERVICES IS EXPRESSLY CONDITIONED ON CUSTOMER’S ASSENT TO THESE TERMS AND CONDITIONS. If these Terms and Conditions are construed as an offer, acceptance hereof is EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED HEREIN. In any event, Customer’s acceptance of the products shall manifest Customer’s assent to these Terms and Conditions. These Terms and Conditions may not be waived, amended, or modified except by a written instrument signed by both Customer and Seller. The word “goods” as used herein shall mean all goods sold by Seller to Customer.