6K ADDITIVE

TERMS AND CONDITIONS OF SALE

  1. GOVERNANCE OF TERMS. 

    The Terms and Conditions of Sale contained herein (“Terms”) shall govern all orders for and purchases of the products and/or services set forth on the Quotation(jointly and severally the “Products”) by the buyer identified on the face hereof (“Buyer”) from 6K Additive (“6K Additive”). Any changes to the Terms shall have no effect unless they (a) are set forth in writing dated after the date of the Quotation and (b) are signed by an authorized representative of 6K Additive.

     

  2. PRICE AND TERM OF QUOTATION. 

    The price for any PRODUCT shall be the price stated on the Prices stated are exclusive of all taxes, fees, licenses, duties, or levies (“Taxes”) and, unless otherwise stated on the Quotation, transportation charges, freight, and insurance are also not included in the price for the Product. All Taxes related to Product shall be paid by Buyer (other than taxes assigned against 6K Additive’s net income), or in lieu thereof, Buyer shall provide a tax exemption certificate acceptable to the relevant taxing authorities. Taxes and other charges payable by Buyer may be billed as separate items on 6K Additive’s invoice. The Quotation is valid only for (a) the limited period of time set forth on the Quotation or (b) if no such period is set forth, it is valid for 30 days from the date of transmittal ofthe Quotation to Buyer. Any Buyer communication dated after the foregoing period purporting to accept the Terms will be considered as an offer by Buyer to purchase the Products which offer is subject to acceptance by 6K Additive at its home office. 6K Additive reserves the right to reject any such offer. Notwithstanding anything in the Quotation to the contrary, 6K Additive also reserves the right to withdraw the Quotation at any time prior to receipt by 6K Additive of Buyer’s full and unrestricted acceptance of all of the Terms.


  3. PAYMENT TERMS; COLLECTION COSTS; SECURITY TERMS.

    Buyer shall make payments in amounts and in accordance with the schedule set out in the Quotation. All payments shall be made in U.S. Dollars. Buyer may not offset payments regardless of the justification for such intended offset. 6K Additive shall retain a security interest in each Product until it is paid in full. If Buyer defaults in making any payment when due, 6K may, at its option and without prejudice to its other lawful remedies, defer delivery of Products, or cancel the Contract, and/or impose a late fee on unpaid amounts equal to the lesser of (i) one and one-half percent (1.5%) per month, or (ii) the maximum rate allowable by law, accruing daily from the due date until such amount is paid. Any tax or other governmental charge upon the production, sale, shipment, or use of Products (including, without limitation, sales, excise, franchise, withholding, value-added, consumption, and similar taxes and all customs, duties, or other governmental impositions) which 6K Additive is required to pay or collect from the Buyer shall be paid by Buyer to 6K Additive unless the Buyer furnishes 6K Additive with exemptions certificates acceptable to taxing authorities.


  4. DELIVERY; TITLE AND RISK OF LOSS. 

    6KAdditive will use reasonable commercial efforts to ship Product within a reasonable time after the Buyer’s order has been received by 6K Additive or if a proposed shipment date is indicated in the Quotation on or before such date. 6K Additive may make delivery in installments, and each installment shall be deemed to be a separate sale. 6K Additive may render a separate invoice for each installment, which invoice shall be paid in accordance with these Terms without regard to prior or subsequent installments. All Products are sold Ex Works, 6K Additive’s loading dock and, title to and risk of loss with respect to all Products shall pass from 6K Additive to Buyer upon delivery to the common carrier selected by Buyer (or selected by 6K Additive if one has not been notified to 6K Additive by Buyer prior to the date of shipment).

     

  5. CANCELLATION. 

    Buyer acknowledges that Products are made to order. Buyer may not terminate, modify, rescind, or cancel an Order without 6K Additive’s prior written consent, which consent may be conditioned upon Buyer’s payment of charges and fees incurred by 6K Additive in performing the order or relying upon Buyer’s placement of the Order.


  6. CLAIMS FOR DEFECTIVE PRODUCTS; RETURN GOODS AUTHORIZATION.

    Any claims for damaged, missing, or defective Product must be reported to 6K Additive in writing by Buyer within 15 days of the date of the receipt of the No Products shall be returned to 6K Additive without a return authorization number obtained from 6K Additive. 6K Additive may condition any return of non-defective Product on a restocking charge. All returned Products shall be shipped, freight prepaid by Buyer. 6K Additive may refuse any Product not timely rejected or sought to be returned without a return authorization number.


  7. LIMITED WARRANTY. 

    For materials manufactured by 6K Additive – 6K Additive warrants only that the Product meets specifications as outlined in 6K Additive’s Certificate of Analysis (CoA) included as part of the Quotation. 6K Additive’s sole obligation and Buyer’s exclusive remedy under the foregoing warranty is, at the option of 6K Additive, to repair or replace any Product not in conformance therewith or to refund the purchase price paid therefor. Notwithstanding the foregoing, 6K Additive SHALL NOT BE OBLIGATED UNDER THIS WARRANTY IF THE NEED FOR REPLACEMENTS DIRECTLY OR INDIRECTLY RESULTS FROM THE FAILURE OF Buyer to use or store the Product in the manner specified in the labeling, therefore. OTHER THAN THE WARRANTY OF TITLE, THERE ARE NO OTHER WARRANTIES UNDER THIS AGREEMENT RELATIVE TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, AND NONE SHALL BE CREATED, WHETHER UNDER THE UNIFORM COMMERCIAL CODE (OR LAWS OF SIMILAR IMPORTIN JURISDICTIONS OUTSIDE THE UNITED STATES) OR THE COURSE OF DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE IN THE INDUSTRY. ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED (EVEN IF 6K ADDITIVE HAS BEEN EXPRESSLY INFORMED OF SUCH PARTICULAR PURPOSE). IN NO EVENT SHALL 6K ADDITIVE BE LIABLE TO BUYER OR ANYONE CLAIMING THROUGH BUYER, WHETHER IN CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, MULTIPLE, OR CONSEQUENTIAL DAMAGES SUSTAINED BY BUYER OR ANY OTHER PERSON OR ENTITY ARISING OUT OF 6K ADDITIVE’S PERFORMANCE OR FAILURE TO PERFORM ITS OBLIGATIONS RELATING TO THE PURCHASE OF PRODUCTS OR PERFORMANCE OF SERVICES OR THE POSSESSION OR USE OF ANY PRODUCT, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT 6K ADDITIVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, DOWNTIME, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL, OR BUSINESS OR OTHER

    FINANCIAL LOSS. Any description of Product recited in the Quotation or in any 6K Additive literature or publications is for the sole purpose of identifying Product, and any such description is not part of any contract between 6K Additive and Buyer and does not constitute a warranty that Product shall conform to that description. Any sample or model used in connection with the Quotation is for illustrative purposes only and is not part of any contract between 6K Additive and Buyer and does not constitute a warranty that Product will conform to the sample or model. No affirmation of fact or promise made by 6K Additive or its agents or representatives, whether or not in the Quotation, shall constitute a warranty that Product will conform to such affirmation or promise. All recommendations, statements, and technical data regarding Products are based on tests that 6K Additive believes to be reliable and correct. However, the accuracy and completeness of such tests and the results thereof are not guaranteed and are not to be construed as a warranty, either express or implied. 6K Additive assumes no obligation or liability for the advice given or the results obtained, all such advice being given and accepted at Buyer’s sole risk.

     

  8. EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY. 

    6K ADDITIVE SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS CONTRACT (INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY DEFECTS IN PRODUCTS OR THE PERFORMANCE OR USE OF PRODUCTS, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY), EVEN IF 6K ADDITIVE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES ANDNOTWITH-STANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL 6K ADDITIVE’S TOTAL AGGREGATE LIABILITY TO BUYER UNDER ANY CONTRACT EXCEED AMOUNTS PAID BY BUYER FOR THE PRODUCT, GIVING RISE TO THE 6K ADDITIVE shall not be liable for any loss, damage, or penalty as a result of any delay in or failure to manufacture, deliver, or otherwise perform hereunder due to any cause beyond its reasonable control.
     

  9. FORCE MAJEURE.

    6K Additive shall not be liable for any delay or failure of performance, in whole or in part, including without limitation failure to deliver or failure to install, where such delay or failure arises out of or results from any cause beyond 6K Additive’s reasonable control, including, by way of example only and not limitation, flood, fire, explosion, weather, earthquake or other act of God, strike, riot, sabotage, terrorism, boycott, or other labor disputes, embargo, governmental law, rule or regulation, whether valid or invalid, national defense requirement, or an inability or delay in obtaining raw materials, labor or transportation under usual and customary terms or any similar or different contingency which would make performance commercially impractical. In the event of any such delay or failure of performance, 6K Additive shall have such additional time within which to perform its obligations hereunder as may be reasonably necessary under the circumstances; and 6K Additive shall also have the right, to the extent necessary in 6K Additive’s reasonable judgment, to apportion Product then available for delivery fairly among its various customers, including those not then under contract, in such manner as 6K Additive may consider equitable.

     

  10. ENTIRE AGREEMENT. 

    These Terms, the Quotation, and the Buyer’s purchase order to the extent consistent with these Terms and the Quotation constitute the complete, exclusive, and entire agreement between 6K Additive and Buyer with respect to purchases of Products, and 6K Additive’s offer to sell Products is expressly limited to such Terms and the Quotation. Any representation, warranty, promise, or condition which does not form part of the Terms or the Quotation shall not be binding on either party. The Terms and the Quotation supersede and replace all prior or contemporaneous understandings or agreements between 6K Additive and Buyer, written or oral, and any of Buyer’s additional or different terms or conditions, are hereby rejected and shall be void. Buyer’s submission of a purchase order or other instrument regarding the purchase of Products in response to the Quotation or any other 6K Additive document that includes or incorporates these Terms shall be deemed acceptance of these Terms to the exclusion of any other terms and conditions appearing in or referenced in such purchase order or other instrument. Any terms in a Buyer purchase order that differ from, are in addition to, or modify the Terms or the Quotation are hereby deemed to be material alterations, and notice of objection is hereby given, notwithstanding anything contained to the contrary in such purchase order or other instrument or elsewhere, and such terms shall not apply to the sale of the Products. Retention by Buyer of any Products or making by Buyer of any payment with respect to any Product will be conclusively deemed acceptance of these Terms and the Quotation.

     

  11. CHOICE OF LAW. 

    Any contract or transaction between 6K Additive and Buyer relating to Products, including these Terms, and any disputes relating thereto, shall be governed by and construed in accordance with the laws of The Commonwealth of Pennsylvania, excluding both its choice of the law provisions and the UN Convention on Contracts for the International Sale of Goods.

     

  12. EXPORT CONTROLS. 

    The Product is provided solely for lawful purposes and use. Buyer shall comply with all applicable laws, statutes, ordinances, and other governmental authority, however designated, with respect to its use of the Product. Without limiting the foregoing, this Contract is expressly made subject to any United States government laws, regulations, orders, or other restrictions regarding export from the United States and re-export from other jurisdictions of equipment, computer hardware, software, technical data, and information or derivatives of such equipment, hardware, software or technical data and information. Buyer shall not, directly or indirectly, without obtaining prior authorization from the competent government authorities as required by those laws and regulations: (1) sell, export, re-export, transfer, divert, or disclose technical data or dispose of any product or technology received from 6K Additive to any prohibited person, entity, or destination; or (2) use the product or technology for any use prohibited by the laws or regulations of the United States. Buyer shall indemnify and hold harmless 6K Additive, its affiliates, and their respective officers, directors, employees, and agents for Buyer’s noncompliance with this Section.

     

  13. MISCELLANEOUS. 

    No subsequent waiver, alteration, modification, or amendment of the Quotation or these Terms shall be binding unless in writing and signed by a duly authorized representative of both 6K Additive and 6K Additive’s failure to exercise any rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. Headings are included herein for convenience of reference only and shall not constitute a part of these Terms. If any provision of these Terms shall be held invalid or unenforceable by a court of competent jurisdiction for any reason, such affected provision shall (a) be deemed severable and not affect any other provision of the Terms and (b) be promptly renegotiated by the parties with the intent of determining valid and enforceable language which most closely resembles that rejected by such court to thereby preserve the intent of the parties. The rights and duties of Buyer under this Agreement are not assignable or transferable without the express written permission of 6K Additive.

6K Additive
541 Steubenville Pike, Burgettstown, PA 15021, U.S.A.

© 6K, 2024. All Rights Reserved.