The following Terms and Conditions of North Coast Seal, Incorporated, an Ohio corporation, (hereinafter referred to as “Seller”) are incorporated into and are a part of any Sales Order between Seller and any person or entity (“Buyer”) that purchases products from Seller. These Terms and Conditions supersede any and all terms and conditions that Buyer may submit to Seller in connection with a sales or purchase order. 

1. Written Sales Order: All orders for the purchase of Seller’s products or services (each, a “Sales Order”) must be in writing. No Sales Order is binding until accepted by Seller in writing at the Seller’s home office. Upon Sellers’s receipt and acceptance of Buyer’s Sales Order, Seller will confirm such acceptance in writing to Buyer (an “Order Acceptance”) accompanied by a copy of these Terms and Conditions. Unless Buyer objects to these Terms and Conditions within five (5) days of receiving Seller’s Order Acceptance, these Terms and Conditions will be deemed to have been accepted.

2. Assignment: The Buyer’s rights, interests or duties with respect to any Sales Order shall not be assigned to any third party without the express, prior written consent of Seller or its designated agent.

3. Delays: Seller will not be liable for any delay in performance of any Sales Order or delivery of goods, or for any damages suffered by Buyer by reason of delay, when the delay is caused, directly or indirectly, by fires, floods, accidents, riots, acts of God, war, governmental interferences, supplies, transportation delays, or any other cause or causes whatsoever beyond its control.  Delay in delivery shall not constitute nor justify Buyer’s cancellation of any Sales Order nor shall it effect or alter any other portion or section of the terms and conditions set forth herein. In the event delay is caused by Buyer’s failure to furnish information necessary for the processing of a particular Sales Order, Seller may extend the date of shipment for a reasonable time in proportion to the period of Buyer’s delay. In the event delay in shipment caused by Buyer or at Buyer’s request, Seller may invoice for products ready for shipment and payment shall be made in accordance with the stated payment schedule reflected in the Order Acceptance, including storage charges for the period from completion of the products until shipment is requested by Buyer.

4. Taxes: Buyer shall promptly pay any and all taxes on products purchased in connection with each Sales Order, including but not limited to property, sales and use taxes, whether imposed upon the Buyer or Seller, and until paid the same will be considered an obligation under the applicable Sales Order.

5. Manufacturer’s Warranty: The manufacturer’s warranty for products sold by Seller shall be solely for the benefit of the Buyer and Seller will transfer and assign any and all of its right in the manufacturer’s warranty to Buyer.

THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH EXTEND BEYOND THOSE SET FORTH HEREIN. IN NO EVENT SHALL SELLER BE LIABLE FOR LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FAILURE OF THE PRODUCTS TO COMPLY WITH ANY FEDERAL, STATE OR LOCAL LAWS.

6. Customer Modifications: Buyer will indemnify and hold Seller harmless from and against any liability related to or caused directly or indirectly by modifications, repairs or repair attempts performed by any person or entity not authorized by Seller with respect to products purchased from Seller after such products are received by Buyer.

7. Shipment, Installation and Storage: Freight Charges are F.O.B. Cleveland, Ohio (unless otherwise noted in the Order Acceptance). Buyer is responsible for noting, in detail, any obvious or concealed damages, on carrier’s consignee delivery receipt. Freight insurance is added to freight charges and is the responsibility of the Buyer. All risk of loss is transferred to Buyer when products are delivered to the Buyer’s location.  In the event Buyer does not accept delivery of products within 30 days of the originally scheduled, Seller may cancel the order and may retain any amounts paid by Buyer as of such date.

8. Cancellation/Returned Merchandise: All Sales Orders cancelled by Buyer after issuance of Seller’s Order Acceptance must be cancelled in writing, and will not be deemed effective unless and until received at Seller’s home office. Any products included in a cancelled Sales Order are subject to a 100% restocking fee. Special orders are non-refundable.

9. Governing Law and Venue: The laws of the State of Ohio shall govern all transactions regardless of the place of their physical execution or performance. Any dispute regarding the validity, enforceability or interpretation of any Sales Order, including but not limited to any declaratory judgments, shall be brought only and exclusively in the Court of Common Pleas for Cuyahoga County, Ohio, or in the United States District Court for the Northern District of Ohio.

10. Notice: All notices must be in writing, sent certified mail, return receipt requested, to the party and address set forth in the Sales Order.

11. Inspection Fees and Permits: Buyer is responsible for payment of any and all inspection fees and/or permits required by federal, state, or local authorities.

12. Limitations of Liability: Seller is not liable for any harm, bodily injury, loss of life, loss of business or any other costs associated with the sale, installation, operation and use of the equipment purchased from Seller pursuant to any Sales Order.  The Buyer, its heirs, personal representatives, successors and assigns, principals, shareholders, directors, members, employees, agents, affiliates and all other interested or associated parties, as the case may be, agree to hold harmless and indemnify Seller, its principals, shareholders, officers, employees and/or agents and waive all claims of liability whatsoever. In addition, Buyer agrees to pay any and all legal costs of Seller in defense of any such claims.

13. Terms of Payment:

• Payment of the purchase price is due as specified in the Order Acceptance.
• Delinquent balance accrues interest at the rate of 5% per month until paid in full.
• Buyer shall be responsible for all actual and necessary costs, expenses or fees (including, but not limited to legal fees) incurred by Seller in the event of Buyer’s non-payment of any amounts owing to Seller.
• Seller may refuse to accept any orders from Buyer while a delinquency exists

14. Entire Contract; Binding Contract: The applicable Sales Order, along with these Terms and Conditions constitute the entire agreement between the parties regarding the subject of the Sales Order, nullifying any prior communications whether written or verbal, and shall be construed in accordance with the substantive and procedural laws of the State of Ohio, including its provisions of the Uniform Commercial Code without giving effect to the conflicts of laws provisions thereof. Seller reserves the right to correct any and all typographical errors, which may be present in the price or specifications contained within the Sales Order. The failure of either party to require the performance of any term of the Sales Order or these Terms and Conditions shall not prevent a subsequent enforcement of any such provision nor be deemed a waiver of any subsequent breach.   The Sales Order and these Terms and Conditions shall be binding upon and inure to the benefit of the Seller and Buyer and their respective heirs, personal representatives, successors and permitted assigns.

15. Captions: Captions are used for reference and convenience only and shall not be used in the interpretation of these Terms and Conditions or any Sales Order.