All orders accepted by Cope Plastics, Inc., and all sales transactions are expressly subject to the following terms and conditions of sale, which may not be varied or added to except by a written contract signed by an authorized representative of Cope Plastics, Inc. Any and all prior proposals, negotiations and representations, if any, are merged herein. Any terms in Purchaser's order or confirmation which are inconsistent herewith are expressly rejected, and shall not be binding on Cope Plastics, Inc. Any failure of Cope Plastics, Inc. to raise objections to any inconsistent or additional terms shall not constitute a waiver of these terms and conditions of sale.
QUOTATIONS AND PUBLISHED PRICES:
Quotations automatically expire 30 calendar days from the date issued, unless otherwise stated in the quotation, and are subject to withdrawal by written notice within that time period. Prices shown on any published price lists and/or other published literature issued by Cope Plastics, Inc. are not unconditional offers to sell, and are subject to change without notice. Prices shall be subject to adjustment to those in effect at the time of shipment.
Net 30 days from date of invoice. Invoices not paid within 30 days may be assessed a service charge of 1.5% per month (or fraction thereof) or the maximum contract rate permitted by law. If Cope Plastics, Inc. deems that by reason of the financial condition of the buyer or otherwise, the continuance of production or shipment on the terms specified is not justified, Cope Plastics, Inc. may require full or partial payment in advance.
To establish credit, please request our Business Information Packet. Completion and a signature on both the Information Section and the Tax Liability/Exemption Section is required. Firms that have current above average ratings in Dun & Bradstreet (i.e., typically 3A1 or above) may not need to provide credit references.
We ship quantities in accordance with customer request. However, on custom orders and fabricated parts, quantity shipped may vary +/-10% from quantity ordered. We normally reserve the right to ship +10% of any order for rod in lengths less than standard. If your quantity requirements are exact, please discuss specifications with your Cope Customer Service Representative.
Delivery dates indicated in the contract documents, if any, are approximate and are based on prompt receipt of all necessary information regarding the goods covered by the order or contract. Cope Plastics, Inc. will make reasonable efforts to meet any indicated delivery dates, but cannot be held responsible for failure to do so.
The sale and delivery of goods to buyer shall in no way transfer to buyer any right of ownership in patents, copyrights, trademarks, technologies, designs, specifications, drawings, or other intellectual property of Cope Plastics, Inc. (or its suppliers) incorporated into the goods delivered hereunder.
Cope Plastics, Inc. warrants that all standard shapes shall, at time of shipment, meet the manufacturer's specifications and be free from defects or will be subject to replacement. Tolerances and manufacturing standards may vary from manufacturer to manufacturer on the same product. Please advise of specifics if your needs are critical. All parts or components fabricated by Cope Plastics will be in accordance with customer prints, drawings & specifications and will be free of defects in material and workmanship at the time of shipment. The liability of Cope Plastics, Inc. for any defective or nonconforming goods shall be limited to either, at the sole discretion of Cope Plastics, Inc., (1) the repair of any defective or nonconforming goods, (2) replacement of defective or nonconforming goods, or (3) cancellation of the invoice and return of the purchase price. In no event shall Seller be liable for Buyer,s anticipated profits, or incidental, special, or consequential damages.
COPE PLASTICS, INC. MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED BY OPERATION OF LAW, AND ANY AND ALL WARRANTIES OF MERCHANTABLILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. COPE PLASTICS, INC.'S LIABILITY PURSUANT TO ANY WARRANTY SHALL BE LIMITED TO THE REPAIR OR REPLACEMENT OF THE MATERIAL SOLD OR REPAYMENT OF THE PURCHASE PRICE. UNDER NO CIRCUMSTANCES SHALL COPE PLASTICS, INC. BE LIABILE FOR PERSONAL INJURY, SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGE TO OTHER PROPERTY WHETHER SUCH DAMAGES ARISE FROM OR ARE A RESULT OF BREACH OF CONTRACT,WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. COPE PLASTICS, INC. SHALL HAVE NO LIABILITY FOR LOSS OF BUSINESS, BUSINESS INTERRUPTIONS, OR LOST PROFITS. IN NO EVENT SHALL COPE PLASTICS, INC.'S LIABILITY ON ANY WARRANTY OR CLAIM WHATSOEVER EXCEED THE COST OF THE MATERIALS SOLD.
COPE PLASTICS, INC. SHALL HAVE NO LIABILITY FOR PATENTS, TRADEMARKS, TRADE DRESS, OR COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF TRADE SECRETS WITH RESPECT TO ANY GOODS DELIVERED.
Cope Plastics is required to charge state and local tax when a sales tax exemption certification has not been signed and provided to us. When ordering, please indicate clearly if any item is tax exempt and determine that a current exemption certification is in our file.
Undelivered parts of any order may be canceled by the buyer only with the written approval of Cope Plastics, Inc. In the event that the buyer makes an assignment for the benefits of creditors, or in the event that Cope Plastics, Inc. for any reason feels insecure about the buyer's willingness or ability to perform, Cope Plastics, Inc. shall have the unconditional right to cancel the sales transaction or demand full or partial payment in advance. In the event of cancellation of orders for special materials and fabricated parts by either party, the buyer shall pay to Cope Plastics, Inc. all reasonable costs and expenses that have been incurred prior to cancellation, including the cost of materials ordered, plus the usual rate of profit for similar work. The minimum cancellation charge shall be 15% of the contract price.
Buyers are responsible for inspecting all goods upon arrival. Claims for shortage or breakage, for any reason, must be made within 10 days of receipt of shipment. Failure to give notice of any discrepancies in writing within 10 days of receipt of shipment shall constitute a waiver by purchaser of all claims in respect to the goods received. No claim will be allowed unless approved by an authorized representative of Cope Plastics, Inc. Goods shall not be returned without a Return Authorization Number from Cope Plastics, Inc. All goods returned may be subject to a restocking charge.
On orders shipped in error, Cope Plastics, Inc. will issue full credit, including reasonable charges for freight. Returns for other reasons will be subject to certain conditions. A Return Authorization Number must be obtained prior to any return shipments. Specially ordered materials and fabricated parts may not be returnable. Standard materials may be subject to restocking charges. Cope Plastics, Inc. is not responsible for any direct or indirect loss which may result from material failure, improper storage, neglect or misapplication of the product. Prepaid freight for return shipments may be required. We do not accept charge backs or penalties for disputed orders.
REMEDIES OF COPE PLASTICS, INC.:
Buyer agrees that any of the following shall constitute an event of default, which shall enable Cope Plastics, Inc. at its sole option, to cancel any unexecuted portion of any order, or to exercise any right or remedy which it may have by law: (1) the failure of the buyer to perform any term or condition contained herein; (2) the insolvency of buyer or its failure to pay debts as they mature, an assignment by buyer for the benefit of its creditors, the appointment of a receiver for the buyer for the materials covered by this order or the filing of any petition to adjudicate the buyer bankrupt; (3) the death, incompetence, dissolution or termination of existence of buyer; (4) a failure by buyer to provide adequate assurance of performance within ten (10) days from a justified demand by Cope Plastics, Inc.; or (5) if Cope Plastics, Inc., in good faith, believes that buyer's prospect of performance under these terms and conditions of sale is in doubt.
Upon default by buyer, buyer agrees to reimburse Cope Plastics, Inc. for all attorney fees and court costs incurred in connection with such default. All rights and remedies of Cope Plastics, Inc. herein are in addition to, and shall not exclude, any rights or remedies that Cope Plastics, Inc. may have under applicable law. In the event it becomes necessary to incur any expense for collection of any overdue account, reasonable collection charges, and reasonable attorney fees, will be added to the balance due from buyer.
INFORMATION AND RECOMMENDATIONS BY COPE PLASTICS, INC.:
All Statements, technical information, and recommendations contained in this publication are presented in good faith, based upon tests believed to be reliable. The reader is cautioned, however, that Cope Plastics, Inc. does not guarantee the accuracy or completeness of this information and it is the reader's responsibility to determine the suitability of products in any given application.
All products discussed are sold without warranty, either expressed or implied, and buyer assumes all responsibility for loss or damage arising from the handling or use, whether done in accordance with directions or not. Statements concerning the possible use of products are not intended as recommendations to use any product in the infringement of any patent.
Any failure of Cope Plastics, Inc. to insist upon strict compliance with any term or condition of sale herein shall not be deemed to be a waiver of any right or remedy of Cope Plastics, Inc. hereunder, nor of its right to insist upon strict compliance of the same or any other term or condition of sale in the future. No waiver nor any term or condition of sale shall be valid unless in writing and signed by an authorized representative of Cope Plastics, Inc.
Unless otherwise agreed in writing, any agreement or transaction arising pursuant to any purchase order shall be governed by the laws of the State of Illinois. The parties shall have such rights and remedies as set forth in the Illinois Uniform Commercial Code, except as varied by the terms above. Cope Plastics, Inc. and the buyer agree that any dispute, claim or litigation arising under any agreement hereunder shall be heard and determined by the Third Judicial Circuit Court of the State of Illinois, Madison County, and the parties agree to submit to the jurisdiction of that court.
INTERPRETATION AND SEVERABILITY:
These terms and conditions of sale shall not be construed against the party preparing them, but as if all parties jointly prepared them. Should any term or provision contained herein be held to be invalid, illegal, or unenforceable under any present or future laws, such term or provision shall be fully severable, and the terms and conditions of sale shall be construed and enforced as if such invalid, illegal, or unenforceable term(s) had never been made a part hereof.
This document, along with the purchase order and all attachments thereto, shall constitute the entire, complete, and exclusive agreement of the parties with respect to the sale of goods. No course of dealing or usage of the trade are applicable unless expressly incorporated herein. No additional or different terms and conditions appearing on the face or reverse side of any purchase order used or supplied by the buyer shall become a part of the terms and conditions of the agreement. All other prior or contemporaneous representations, warranties, covenants, or agreements with respect to the subject matter are hereby superseded.