Terms & Conditions

Read our full Terms & Conditions below.

1. Entire Contract. The Terms & Conditions (the “Terms”) along with any purchase order contained herein constitute all of the termsof this Order (or “Agreement”) between Sealcore Operations, LLC (“Sealcore”) and Customer. Customer agrees to be bound hereby. All orders are subject to approval by Sealcore at its corporate headquarters in Elyria, Ohio, United States of America. Except in cases where the parties have expressly agreed in writing to a modification of these Terms, the Terms shall govern the Agreement and all dealings between the parties. Customer shall expressly consent to the adoption and application of these Terms by submission of the Order, acceptance of the delivery of the Order, and or any continued course of dealing with Sealcore consistent with the application of these Terms. As provided in this Agreement, no waiver or alteration of these terms shall be binding unless expressly agreed to, in writing, by both Parties. Any waiver or alteration by Sealcore shall be made only by a writing, signed by a duly authorized officer or director of Sealcore at its corporate headquarters.

2. Price. Prices are quoted in U.S. dollars and are valid for sixty (60) days from date of quotation. Prices quoted are subject to revision due to Customer mandated modifications or revisions. Sealcore reserves the right to adjust its quoted prices due to variations in currency exchange rates, if applicable, the cost of raw materials and or components.

3. Payment & Credit Terms. Invoices are due and payable net thirty (30) days from date of shipment unless otherwise agreed to by Sealcore. Any outstanding balances unpaid on the date when due to Sealcore shall be subject to a finance charge of 1% per month on such balance until paid, together with Sealcore’s costs of collection (including court costs and reasonable attorneys’ fees). Payment terms and conditions on existing and subsequent Orders may be revised by Sealcore, in its sole discretion, upon a showing of late or failure to pay by Customer, which revisions may include immediate payment for any and all Goods shipped, prepayment of future shipments, recapture of shipped but unpaid Goods, and termination of this Agreement. All orders and shipments shall, at all times, be subject to the approval of Sealcore’s Credit Department.

4. Specifications for Goods. Goods to be provided by Sealcore shall be governed by a written and mutually agreed upon quote, and shall constitute the complete and exclusive specifications (hereinafter “Specifications”) for the Goods to be sold and shall become part of this Agreement. All Specifications shall be based upon information provided by Customer, who shall be solely responsible for its accuracy and completeness. Consequently, no delivery lead time shall commence until Sealcore has final, accurate and complete Specifications confirmed by Customer. In the event Customer requests a change to the Specifications, or if any information or the Specifications provided by the Customer and/or any of the customers of the Customer (the “EndUser”) are determined by Sealcore, in its sole discretion, to be inaccurate or incomplete, Sealcore reserves the right to stop work until an agreement with Customer on changes and an equitable solution and adjustment is reached, which may include a revised price, lead/delivery timetable.

5. Acceptance. Upon receipt of shipment, Customer shall inspect and/or test Goods within twenty-four (24) hours, which includes visual inspection regarding the quantity of Goods and random inspection regarding the quality of the Goods. Goods shall be deemed accepted in their quantity unless Customer provides written notice of the contrary to Sealcore within twenty-four (24) hours after receipt of shipment, describing in reasonable detail any discrepancy in the quantity of Goods received. In case of any detected defects in the quality performance of Goods Customer shall immediately notify Sealcore providing a description in reasonable detail of the Goods non-conformity.

6. Title and Risk of Loss. Title to Goods sold and risk of loss shall pass to Customer at the time the Goods are loaded on a truck at Sealcore’s dock. Customer is responsible for insuring the Goods in transit for the fair market value of the Goods.

7. Disclaimer of Other Warranties. Sealcore makes no representation or warranty, either express or implied, as to design, compliance with written specifications, operation, condition, installation or acceptance of the Goods sold. There are no representations or warranties outside this Agreement upon which Customer has relied in entering into this Agreement.

8. Limitation of Liability. Sealcore’s liability (whether under the theories of breach of contract, tort liability, misrepresentation, fraud, warranty, negligence or strict liability) for the Goods shall be limited to rep replacing the Goods found in Sealcore’s sole discretion to be defective, or at Sealcore’s option, refunding the purchase price of such Goods. At Sealcore’s request, Customer and/or End-User will send any allegedly defective Goods to Sealcore. Customer’s remedies and/or relief of payment shall not include return of Sealcore Goods unless and until Sealcore issues any Return Material Authorization (“RMA”).

9. Disclaimer of Consequential Damages. Notwithstanding anything to the contrary in this Agreement, in no event shall Sealcore be liable for any indirect, incidental, special or consequential damages of the Customer or End-User, including without limitation loss of profits, loss of data or loss of goodwill, regardless of the form of action arising out of or in connection with this Agreement, the furnishing of, and any other material provided for, or performed in connection with this Agreement, even if Sealcore has been advised of the possibility of such damages, unless such damages are proven to be caused by the intentional, willful or grossly negligent act of such responsible party or are subject to the indemnification obligations under this Agreement.

10. Taxes. Unless specifically provided herein, the price for Goods purchased does not include sales, use, excise or similar taxes whether federal, state or local. Customer is responsible for all applicable taxes on any Goods after title passes to Customer and/or End-User. If Customer is exempt from paying sales tax, a certificate evidencing such in the form and content required by the applicable state shall be provided to Sealcore upon request.

11. Export. Customer agrees not to directly or indirectly export any Goods, including, but not limited to parts, equipment, software or technical data/documentation without first obtaining the required United States government export license(s). If Customer intends to export Goods outside the United States, Customer shall determine whether an export license is required and, if so, obtain that license from the U.S. Government. Customer shall indemnify Sealcore from any loss or liability due to Customer’s failure to comply with export regulations, including but not limited to reasonable attorney fees, court costs, and costs of investigation and defense.

12. Anti-Terrorism. Customer agrees it is not subject to sanctions of the United States government or in violation of any federal, state, municipal or local laws, statues codes, ordinances, orders, decrees, rules or regulations (“Laws”) relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”) and the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”). Customer is not a “Prohibited Person”, which term is defined as follows: (i) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person or entity with whom Sealcore is prohibited from dealing or otherwise engaging in any transaction by any terrorism or anti-money laundering law, including the Executive Order and the Patriot Act; (iv) a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (v) a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website, https://www.treas.gov/ofac/tllsdn.pdf or any replacement website or other replacement official publication of such list. Customer does not nor will Customer (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in, any transaction relating to any property or interest in property blocked pursuant to the Executive Order, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

13. Delays. Sealcore will not be liable for any nonperformance of the Agreement caused by mistakes or deficiencies in the Customer documents or drawings, or unresolved technical detail material to performance.

14. Termination. In addition to the termination rights set forth in Section 4, if Customer (a) fails to pay any amount owed when due, or (b) assigns or transfers this Agreement without Sealcore’s consent, or (c) makes an assignment for the benefit of creditors, or (d) files or has filed against it, a petition for relief under federal or state bankruptcy laws, or (e) breaches any other term or condition of this Agreement, Sealcore may terminate any portion of this Agreement in addition to Sealcore’s other available remedies. If either Party fails to perform any obligation when due, and if such failure is not remedied within thirty (30) days after receipt of written notice from the other Party, said non-defaulting Party may terminate any portion of this Agreement. If this Agreement is terminated by Customer for any reason other than default by Sealcore, Customer shall be liable for a restocking fee of fifteen percent (15%) of the amount of goods ordered and expenses as determined by Sealcore. Upon acceptance of payment in full of the amounts set forth herein, Customer’s contract with Sealcore shall be deemed terminated.

15. Returns and cancellation. Customer may not cancel any order or return any Goods which have been special or custom ordered, custom manufactured, tested or configured, or Goods, which Customer has been notified are non-cancelable and/or non-returnable Goods. Customer may not return shipment(s) to Sealcore without the RMA stipulated in Section 9.

16. Patents and copyrights. In no event shall Sealcore be liable for damages arising from infringement of patents or copyrights. In the event that Customer and/or End-User is enjoined in such suit or proceeding from using any of the Goods purchased pursuant to this Agreement, Sealcore, at its option, shall either (a) assist in securing termination of the injunction and procure for Customer the right to use such Goods without obligation or liability, or (b) replace or modify said Goods with non-infringing materials to Customer, or (c) remove infringing Goods at Sealcore’s expense and refund the purchase price of the infringing Goods to Customer provided, however, that in no event shall Sealcore be liable for or have any obligations under this section if the alleged infringement is by reason of the specifications provided by Customer to Sealcore under this Agreement. This shall be Customer’s exclusive remedy against Sealcore with respect to patent or copyright infringement. The sale of Goods does not convey any license or copyright under any proprietary or patent rights of any manufacturer. Sealcore shall not have any liability if the alleged infringement is based upon the use or application of the Goods in combination with other Goods, and Customer shall indemnify Sealcore thereof, including but not limited to reasonable attorney fees, court costs, costs of investigation and defense. Sealcore disclaims all other liability for infringement of intellectual property rights and further disclaims any liability for incidental or consequential damages arising in connection with such infringement. Sealcore retains all intellectual property rights with respect to models, cost estimates, drawings, designs and other proprietary information, in print or electronic media, and under no conditions should such information be disclosed to third parties without the express written consent of Sealcore.

17. Packaging. Packaging will be standard commercial packaging and acceptable to commercial carriers. Special Customer packaging will be furnished only when specified and so stated herein and the cost thereof shall be borne by Customer.

18. Substituted or Repaired Goods. If substituted, additional, or repaired Goods or repair parts are purchased by Customer from Sealcore, the terms and conditions of this Agreement shall be applicable thereto, the same as if such substituted, additional or repaired Goods or repair parts had been originally purchased hereunder.

19. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the successors and assignees of Customer and Sealcore. Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Sealcore. For the purposes of this Agreement, the Customer and Sealcore agree that, notwithstanding any of items sold not constituting “Goods” as defined in Article 2 of the Uniform Commercial Code as adopted and amended from time to time in the State of Ohio, for the purposes of interpreting this Agreement, all items shall be deemed to be “Goods” and that there are no promises, agreements, conditions, undertakings, or warranties or representations, oral or written, express or implied, between Customer and Sealcore or upon which any Party has relied other than as set forth herein. Sealcore and Customer hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the Parties hereto, against the other on, or in respect of, or any matter whatsoever arising out of or in any way connected with this Agreement, the relationship between Sealcore and Customer hereunder, and the Customer’s use, purchase, and resale of any Goods purchased from Sealcore, and/or any claim of injury or damage.

20. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effected during the term of this Agreement, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be effected thereby, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and legal, valid and enforceable.

21. Force Majeure. Sealcore shall not be liable for failure to perform or delays in performance caused by acts of God, war (declared or undeclared), acts of terrorism, fire, explosions or floods, strikes, work stoppages, slowdowns or other labor difficulties, shortage of vehicles, materials or labor, accidents, compliance with any government order or any contingency beyond its reasonable control. In the event of such delay or nonperformance, Sealcore may, at its option, and without liability, cancel any portion of this Agreement and/or reasonably extend any date upon which any performance is due.

22. Governing Law; Jurisdiction. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Ohio as applied to contracts made and performed entirely in such State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any Ohio state or federal court sitting in Cleveland, Ohio. EACH PARTY IRREVOCABLY CONSENTS TO AND SUBMITS TO (A) THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE ABOVE-NAMED VENUES, AND (B) IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE, OR OTHERWISE, IN ANY LEGAL PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE LEGAL PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE LEGAL PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS MAY NOT BE ENFORCED IN OR BY ANY OF THE ABOVE-NAMED COURTS.