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Terms and Conditions

INFRAMAT® ADVANCED MATERIALS LLC
STANDARD TERMS AND CONDITIONS

1. SALES CONTRACT AND LIMITATIONS: The entire agreement between Buyer and Inframat® Advanced Materials LLC (the “Seller”) (this agreement is herein called the “Sales Contract”) with respect to the goods and/or services described in Seller’s proposal or acknowledgment, as the case may be, shall consist of the terms and conditions appearing herein and in Seller’s proposal or acknowledgment (such terms being additions to or modifications of Seller’s terms mutually agreed upon in writing by Seller and Buyer) (collectively, “Terms”). Buyer’s right to accept any offer from Seller, or acceptance by Seller of any offer from Buyer is made expressly conditional on Buyer’s assent to any of Seller’s Terms which are additional to and/or different from any terms contained in Buyer’s request for proposal, Buyer’s purchase order, or any other communication from Buyer to Seller. Acceptance by Buyer of any offer from Seller is also expressly limited to Seller’s Terms, and Seller hereby objects to and shall not be bound by any additional, different or conflicting terms, whether printed or otherwise, in Buyer’s request for proposal, Buyer’s purchase order, or in any other communication from Buyer to Seller, it being understood that Seller’s Terms shall prevail notwithstanding any such additional, different or conflicting terms. In the event of any conflict between the terms appearing herein and the terms appearing in Seller’s proposal or acknowledgment, the terms appearing in the latter shall prevail. In the event of any conflict between the terms appearing in Seller’s proposal and the terms appearing in Seller’s acknowledgment, the latter shall prevail. No modification or waiver of Seller’s Terms is valid, unless confirmed in writing by an authorized representative of Seller. The Sales Contract shall only be for the benefit of Buyer and Seller, and not for the benefit of any other person, except as otherwise provided herein with respect to Seller’s agents and subcontractors, if any.
2. CANCELLATION: Buyer may not cancel this order, or any portion thereof, or reschedule or change any order, or portion thereof, without Seller’s prior written consent. Seller shall be entitled to retain as liquidated damages any prepayment or deposit made by Buyer if Buyer attempts to cancel this order or otherwise does not perform and Buyer agrees that such liquidated damages are reasonable.
3. PRICE AND PAYMENT: Terms of payment are cash upon delivery or, at Seller’s option, net 30 days from date of invoice or such other terms as are agreed between Buyer and Seller. If Seller offers payment terms to Buyer, a finance charge of 1½% per month will be assessed on any amounts outstanding beyond the agreed-upon payment terms. If the Sales Contract is for more than one unit of goods, the goods may be shipped in a single lot, or in several lots, with the agreement of the Buyer, and each such shipment shall be paid for separately. Pro rata payments shall become due as shipments are made. Seller may require, in advance of shipment, full or partial payment or payment guarantee, whenever, in its opinion, the financial condition of Buyer so warrants or in the event of international transactions. In the event of Buyer’s bankruptcy or insolvency, or in the event any proceeding is brought against Buyer, voluntarily or involuntarily, under the bankruptcy or insolvency laws, Seller may cancel any order then outstanding at any time during the period allowed for filing claims against the insolvency estate, and shall retain as liquidated damages any prepayment or deposit previously paid by Buyer. If Seller consents to a delay in delivery requested by Buyer, payment shall become due on the date when Seller is prepared to make shipment, and goods held for Buyer after such date shall be held at the risk and expense of Buyer.
4. TAXES: Prices are exclusive of all federal, state, or local property, license privilege, sales, use, excise, value added, and other taxes and governmental charges, which may now or hereafter be applicable to, measured by, or imposed upon or with respect to the transaction, the goods and/or services furnished under the Sales Contract, their sale, value or use, and Buyer shall be responsible for all such taxes and charges in addition to the price of the goods and/or services and shall reimburse Seller when such tax is payable by Seller, unless evidence of tax exemption acceptable to the taxing authorities is furnished by Buyer.
5. DELIVERY: Promises of delivery from stock are subject to prior sale. Delivery dates are not guaranteed, but are estimated on the basis of immediate receipt by Seller of all information and approvals to be furnished by Buyer and the absence of delays which are excused under Section 9 (Delays). Seller shall endeavor in good faith to meet estimated delivery dates.
6. TITLE AND RISK OF LOSS:
A. Title to and risk of loss for Domestic U.S. shipments shall pass to Buyer F.O.B. point of shipment.
B. Title to and risk of loss for Non-Domestic U.S. shipments shall pass to Buyer D.A.F. named place, or such other place as Buyer and Seller shall agree in writing.
7. LIMITATION OF WARRANTIES: NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY CONTAINED IN THE SALES CONTRACT:
THE EXPRESS WARRANTIES SPECIFICALLY SET FORTH HEREIN ARE THE ONLY WARRANTIES THAT APPLY TO THE GOODS AND/OR SERVICES FURNISHED UNDER THE SALES CONTRACT AND NO OTHER WARRANTIES WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS, IMPLIED (INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) OR OTHERWISE, SHALL APPLY. UNLESS OTHERWISE PROVIDED IN SELLER’S PROPOSAL OR ACKNOWLEDGMENT, ANY SPECIFICATIONS ATTACHED TO OR FURNISHED WITH GOODS SOLD UNDER THE SALES CONTRACT ARE DESCRIPTIVE AND ARE NOT INTENDED AS WARRANTIES.
8. LIMITATION OF REMEDIES AND LIMITATION OF LIABILITY: NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY CONTAINED IN THE SALES CONTRACT:
A. EXCEPT AS SET FORTH IN SECTION 10 (PATENTS), FOLLOWING DELIVERY OF THE GOODS AND/OR PERFORMANCE OF THE SERVICES COVERED BY THE SALES CONTRACT, THE REMEDIES SPECIFIED IN THE WARRANTIES SET FORTH HEREIN SHALL CONSTITUTE THE SOLE REMEDIES OF THE BUYER AND THE SOLE LIABILITY OF SELLER AND ITS AGENTS AND SUBCONTRACTORS WITH RESPECT TO SUCH GOODS AND/OR SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND ANY SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED IN SUCH WARRANTIES.
B. IN NO EVENT SHALL SELLER OR ITS AGENTS OR SUBCONTRACTORS HAVE ANY LIABILITY TO BUYER, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT LIABILITY (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER ARISING BEFORE OR AFTER DELIVERY OF THE GOODS AND/OR PERFORMANCE OF THE SERVICES FURNISHED UNDER THE SALES CONTRACT, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PENAL LOSS OR DAMAGE OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGE TO OR LOSS OF USE OR PLANT OR EQUIPMENT, EXPENSES INVOLVING INTEREST CHARGES OR COST OF CAPITAL, LOSS OF PROFITS OR REVENUES, COST OF SUBSTITUTE GOODS, PRODUCTS, EQUIPMENT, FACILITIES OR SERVICES, COST OF PURCHASED OR REPLACEMENT POWER (INCLUDING ADDITIONAL EXPENSES INCURRED IN USING EXISTING POWER FACILITIES), OR CLAIMS OF BUYER’S CUSTOMERS, WHETHER OR NOT BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. IN NO EVENT SHALL THE LIABILITY OF SELLER OR ITS AGENTS OR SUBCONTRACTORS FOR DAMAGES ARISING OUT OF OR CONNECTED WITH THE SALES CONTRACT, OR THE PERFORMANCE OF BREACH THEREOF, OR THE DESIGN, MANUFACTURE, SALE, RESALE, DELIVERY, INSTALLATION, USE OPERATION, MAINTENANCE, OR REPAIR OF THE GOODS AND/OR SERVICES PROVIDED UNDER THE SALES CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE PURCHASE PRICE OF SUCH GOODS AND/OR SERVICES.
9. DELAYS: Seller shall not be liable for delays in performing or failure to perform its obligations under the Sales Contract resulting directly or indirectly from, or contributed to by acts of God; acts or failure to act of Buyer; acts or failures to act of civil or military authority; governmental priorities; fires; strikes; or other labor disputes; accidents; floods; epidemics; war; riot; delays in obtaining or inability to obtain materials, components, labor, fuel or supplies; or any other circumstances beyond Seller’s reasonable control, whether similar or dissimilar to the foregoing. In the event of any such failure or delay, the time for Seller’s performance shall be extended by a period equal to the time lost by reason of such failure or delay. Seller shall notify Buyer promptly of any material delay, and shall specify the revised delivery date as soon as practicable.
10. PATENTS:
A. Seller warrants that products furnished under the Sales Contract, and any part thereof, shall be delivered free of any rightful claim of any third party for infringement of any United States patent. If Buyer shall have made all payments then due under the Sales Contract, and if Seller is notified promptly in writing and given authority, information and assistance, Seller, at its expense, shall defend or, at its option, may settle any suit or proceeding against Buyer, so far as based on a claimed infringement which would result in a breach of this warranty, and Seller shall pay all damages and costs awarded therein against Buyer due to such breach. In case any product or part thereof is in such suit held to constitute such an infringement and the use of said product or part is enjoined, Seller shall, at its expense and option, (1) procure for Buyer the right to continue using said product or part, or (2) replace the same with a non-infringing product or part, or (3) modify the same so that it becomes non-infringing or (4) remove the product and refund the purchase price (less reasonable depreciation for any period of use) and any transportation costs separately paid by Buyer. Notwithstanding any other provision hereof, the foregoing states the entire liability of Seller for patent infringement by said products or any part thereof.
B. Section 10A shall not apply to any product or part thereof specified by Buyer or manufactured to Buyer’s design, or to the use of any product or part thereof in conjunction with any other product in a combination not furnished by Seller as a part of this transaction. As to any such product, part or use in such combination, Seller assumes no liability whatsoever for patent infringement and Buyer will hold Seller harmless against any infringement claims arising therefrom.
11. OWNERSHIP OF SELLER’S DATA, ETC.: Any specifications, drawings, manufacturing data, or other information transmitted to Buyer by Seller are the property of Seller and are disclosed in confidence on the condition that, without Seller’s prior written consent, they shall not be reproduced or copied, and shall not be used except in connection with the goods and/or services which are the subject of the Sales Contract.
12. GOVERNING LAW: The Sales Contract shall be governed by and construed in accordance with the laws of the State of Connecticut, United States of America.
13. ASSIGNMENT: The Buyer may not assign its rights or obligations under the Sales Contract without the prior written consent of Seller, and any purported assignment of such rights or obligations without such consent shall be void.
14. MISCELLANEOUS: All rights and remedies of Seller, whether conferred hereby, by any other instrument, or by law, shall be cumulative, and be exercised singularly or concurrently. If any provision of the Sales Contract is held invalid under any applicable statute or rule of law, such invalidity shall not affect other provisions of the Sales Contract which can be given effect without the invalid provisions, and to this and the provisions of the Sales Contract are declared to be severable. Failure of Buyer or Seller to exercise any right hereunder upon one or more occasions shall not waive the right to exercise the same on another occasion.

TM
Tel: 860.553.6154 | Fax: 860.553.6645 | sales@advancedmaterials.us

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