Terms and Conditions


Terms and Conditions of Sale

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GENERAL: All orders for products and drawings furnished in connection therewith (hereinafter collectively called “products”) manufactured or supplied by Serapid, Inc (“Serapid”), shall be subject to these terms and conditions of sale.  No modifications or additions hereto will be binding unless agreed to in writing by an authorized officer of Serapid.

PRICE:  Prices as quoted are in U.S. dollars and are only for the quantities and to the specifications indicated.  Prices quoted are firm for orders placed within (60) days  and which call for shipment in or within six (6) months from the date of Serapid’s quotation.  All prices are F.O.B. Serapid’s factory, and prepaid transportation charges will be shown as a separate invoice item. 

TAXES AND FEES: Prices stated herein do not include any sales, use or other taxes payable to any governmental authority in respect to the  sale of  Serapid’s product.  Buyer shall pay the amount of any such taxes; or shall reimburse Serapid for the amount thereof that Serapid may be required to pay.  Buyer shall also pay any collection fees and any reasonable attorney’s fees expended by Serapid in collecting payment of the purchase price and any other amounts for which the Buyer is liable under the terms and conditions hereof.

PAYMENT: Terms to customers of satisfactory credit are Net 30 Days from date of invoice, unless otherwise specified by Serapid in writing.  Remittances must be payable in U.S. Dollars to the order of Serapid, Inc.. To avoid delay in filling orders, Buyers without previous experience with Serapid should include credit information or references with their first order.  Production, shipment, and delivery shall at all times be subject to the approval of Serapid’s credit department.  If, in the exclusive judgment of Serapid, the financial condition of the Buyer at any time does not justify credit, Serapid may modify or withdraw credit terms without notice and may require guarantees, security, or payment in advance of the amount of the credit involved.  Serapid reserves the right to charge interest on any balance outstanding at 18% per year from the date payment is due to the date payment is actually received. 

DELIVERY AND SHIPMENT: The promised delivery date is the best estimate possible, based upon current and anticipated factory loads, of when the product will be shipped.  Shipping dates will be computed from the date of receipt of all data required to enable complete engineering or acceptance of Buyer’s order.  Serapid shall not be liable for any damages if resulting from delays in shipping caused by factors outside Serapid’s control.  Any changes in Buyer’s requirements will give Serapid the option of revising the estimated shipping date.  If any contingency beyond the control of Serapid occurs that prevents Serapid from shipping the product on time, Serapid may allocate production and delivery among Serapid’s customers without liability.  Any changes in Buyer’s requirements will require confirmation or revision of estimated shipping date. 

CONTINGENCIES; Serapid shall not be liable for any default or delay in performance if caused, directly or indirectly, by acts of God; war; force of arms; fire; the elements; riot; labor disputes; picketing or other labor controversies; sabotage; civil commotion; accidents; any government action, prohibition or regulation; delay in transportation facilities; shortages or breakdown of or inability to obtain or non-arrival of any labor, material, or equipment used in the manufacture of the product; failure of any party to perform any contract with Serapid relative to the production of the product; or from any cause whatsoever beyond Serapid’s control.  Serapid shall promptly notify Buyer of the happening of any such contingency and of the contemplated effect thereof on the manufacture and delivery of the product.

Buyer may not in any event cancel this order for any delays in delivery without giving at least ten days prior written notice of intention to do so, and in no event after goods have left point of shipment.

CHANGES AND CANCELLATION: No orders may be changed or terminated by the Buyer except upon written request by Buyer, and written approval by Serapid.  Buyer shall be assessed additional charges based upon expenses already incurred and commitments made by Serapid as determined by Serapid.

DAMAGE CLAIMS: Delivery of goods to common carrier or licensed trucker shall constitute delivery to Buyer, and all risk, of loss or damage in transit shall be borne by Buyer.  If any products received by the Buyer are nonconforming, damaged, visibly defective, or if the quantities received do not agree with the quantities on the shipping documents, you must furnish Serapid with detailed written information regarding the claim within thirty (30) days after receipt of the product, or waive any and all claims therefrom.  This does not include warranty items.  Buyer returning product must pay transportation charges and bear risks of loss or damage to the product while in transit. 

LIMITATION OF LIABILITY: Serapid’s liability for any claim of any kind shall not exceed the purchase price of any products which give rise to the claim.  Serapid shall in no event be liable for Buyer’s manufacturing cost, lost profits, goodwill; or other special or consequential damages. 

WARRANTY: Serapid’s warranty extends to the original purchaser only.  Serapid warrants that all parts manufactured by it shall be free from defects in the workmanship and materials under proper care and normal use.  Serapid’s liability under this clause is restricted to replacing, repairing, or issuing credit (at Serapid’s option) for any part covered by this warranty and only under the following conditions: (A) Serapid must be promptly notified in writing within thirty (30) days after discovery of any defect by the original purchaser.  This warranty expires one (1) year from the date of shipment to the original purchaser. (B) Upon receipt of a timely claim, Serapid shall have the option either to inspect the product while in Buyer’s possession or to request Buyer to deliver the product to Serapid at is factory or other designated site, shipping charges prepaid by the customer, for inspection by Serapid.  (C) Our inspection of the returned units shall disclose to our satisfaction that the products were defective in workmanship or materials at the time of shipment or this warranty does not apply.

We do not warrant against any non-conformity to the extent that such non-conformity results from damage, abuse, misuse, abrasion, corrosion, negligence, accident, tampering, faulty installation, improper storage, inadequate maintenance, or any other cause affecting the material after shipment of the material.  Under no circumstances will Serapid be responsible for any expense in connection with any repairs made by anyone other than the factory or an authorized service station unless such repairs have been specifically authorized in writing by Serapid.  Should repairs be made by anyone other than the factory or an authorized service station as directed by Serapid, this warranty shall become immediately null and void.

Parts are subject to replacement due to operational wear and tear, any product or components of the product not of Serapid’s own manufacture is sold under only such warranty as the maker thereof   gives Serapid, but such items are not warranted by Serapid in any way. NO WARRANTY OR AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY STATEMENT ABOVE IS MADE OR AUTHORIZED BY SERAPID.

It is expressly agreed that repair, replacement or refund of purchase price of products shall be the exclusive remedy for any breach of warranty or any other claim in respect of Serapid products.  SERAPID SHALL NOT BE LIABLE FOR REMOVAL OR INSTALLATION COSTS, DOWNTIME, DAMAGE TO OTHER PROPERTY, LOSS OF BUSINESS OR PROFITS, OR ANY SIMILAR OR DISSIMILAR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.  Liability shall not exceed the purchase price of the product less the value of the product at time of acceptance.

Serapid will make a good faith effort for prompt correction or other adjustment with respect to any product which proves to be defective within the warranty period.

SECURITY INTEREST: Serapid shall retain a secured interest in, and the right to repossess, any such product until all accounts and monies owed by the Buyer are paid to Serapid in full.

MODIFICATIONS: In the event Buyer modifies the product sold hereunder without the express written consent of Serapid, or Buyer fails to implement any changes in the product directed by Serapid, Buyer agrees to release Serapid and indemnify, defend and hold Serapid harmless from any and all claims, demands, suits, costs, and expenses incurred thereby, whether in contract, tort, or otherwise resulting from such failure. 

PROPERTY AND PATENT RIGHTS: Seller retains for itself any and all property rights in and to all designs, engineering details and other data pertaining to any product designed in connection herewith and to all right of discovery, invention or patent rights arising out of the work done in connection herewith.  The Buyer expressly agrees that it will not assert any property rights therein, except the right for itself and subsequent owners to use the product. 

MISCELLANEOUS: This agreement supersedes all prior written or oral agreement with respect to the subject matter hereof.  The invalidity of any part of these Terms and Conditions shall not affect the validity of the remaining provisions.  Paragraph headings found herein are for convenience only and are not to be considered in interpreting any of the provisions hereof.

1) That if any differences shall arise between or among Serapid and the Buyer as to their rights or liabilities hereunder, or under any instrument made in furtherance of this agreement, the difference shall be determined and the instrument shall be settled by arbitration through the American Arbitration Association, in accordance with its commercial arbitration rules.  This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law.  The award rendered by the arbitrators shall be final, and judgement may be entered on it in accordance with applicable law in any court having jurisdiction.

2) All notices required by this agreement shall be in writing and must be delivered by the Buyer to Serapid by United States mail, certified mail, return receipt requested, postage prepaid, addressed to Serapid at is following mailing address:

                        Serapid, Inc

                        34100 Mound Road

                        Sterling Heights, MI 48310

3) The invalidity or enforceability of any paragraph(s) or sub-paragraphs(s) of this agreement shall not affect the validity or enforceability of the remainder of this agreement, or the remainder of any paragraph(s) , and this agreement shall be construed in all respects as if any invalid or unenforceable paragraph(s), or sub-paragraph(s), were omitted. 

4) Except as herein otherwise provided, this agreement shall insure to the benefit of, and shall be binding upon the parties, their directors, officers, shareholders, representatives, successors and assigns.

5) This document and any additional schedule or written agreement which may be executed by the parties hereto shall constitute the full, complete and entire understanding between the parties.  There are no oral agreements or understandings affecting this instrument prior or subsequent, and future alteration, modification or waiver, to be binding upon the parties, must be in writing and signed by all parties.  Serapid’s failure to enforce any provision of this agreement will not be construed as a waiver thereof, or an excuse from future performance by the Buyer.

6) This agreement shall be subject to and governed by the laws of the State of Michigan, and shall be deemed executed in the County of Macomb, State of Michigan.  Further, Buyer hereby consents that venue and jurisdiction shall be in the County of Macomb, State of Michigan. 

7) The parties hereto agree that they have each read this agreement and understand the terms and conditions thereof.

January 1, 2017