Hexis USA LLC General Sales Conditions

1. Acceptance of orders.

All orders are subject to acceptance by authorized Hexis USA LLC personnel at headquarters in Corona California

2. Scheduling.

Hexis USA LLC will use its best effort to fulfill and make ready for pick up by the logistics company of the customer’s choice, all orders that are received before 4PM in its Corona headquarters. Clients‘ purchase orders can be either called in, to the attention of Hexis USA LLC customer service personnel, or faxed, or sent by mail. The fulfillment of blanket orders is subject to conditions described herein. Ship dates are estimated and are based upon prompt receipt of all necessary information. The purchaser shall furnish to Hexis USA LLC written shipping instructions in sufficient time to permit Hexis USA LLC to make shipment at Hexis USA LLC’s option within the time or times specified for shipment. In the event of a delay in delivery due to any reason described in Section 14 below, the delivery date shall be deferred for a period equal to the time lost by reason of the delay. In the event such delay shall continue for more than two weeks, then, at Hexis USA LLC's option, the order will be deemed cancelled without liability to Hexis USA LLC.

3. Shipping and handling

All our prices are EXW Corona (Incoterms 2000). In the absence of specific shipping instructions, Hexis USA LLC uses Ontrac, formerly known as California Overnight, as our logistics company, for all orders with a delivery address within the western region (Washington, Oregon, California, Arizona and Nevada).
All the orders of $100 minimum for California, or $200 for outside California, are shipped free of charge using “Ontrac”.
Although Ontrac generally delivers within 24 hours of their pick-up at Hexis USA LLC’s docks, Hexis USA LLC cannot be accountable for a delivery, which could be delayed for reasons which are beyond Hexis USA LLC’s sphere of responsibility.
A customer can request special shipping and handling for which he will provide shipping instructions and a charge account.
A customer can place an order on “will call” and pick it up at the designated time and place provided to him at time of order. Payment terms apply directly to “will calls”.
In case Ontrac does not offer logistics services to certain area and carrier is not specified at time of order, Hexis USA LLC will designate the most economical carrier at the time of shipment and invoice the shipping charge to the customer accordingly.
Hexis USA LLC cannot be held responsible for errors made during shipment by shippers. Therefore, it is suggested that all products be insured to cover for potential damage (s) during shipment.

4. Price

Prices are according to the latest published pricelist at time of order and are subject to change without notice, unless expressly designated as firm for a specific period pursuant to a written quote or sales acceptance issued by authorized Hexis USA LLC personnel. All prices are EXW Corona (Incoterms 2000) in U.S. dollars. Our prices are function of the volume ordered and / or as the result of a formal agreement between our sales agent and the customer. Prices do not include delivery charges from Hexis USA LLC warehouse to customer unless mutually agreed at ordering, or subject to the conditions in Section 3.

5. Payment

Unless otherwise formally agreed between Hexis USA LLC and the customer, Hexis USA LLC‘s terms of payment are cash or guaranteed payment, on delivery. Checks must be payable to "Hexis USA LLC." and drawn on a U.S. bank in U.S. dollars. EFT/ACH, wires, MasterCard, VISA, and American Express, Discovery are accepted. Buyer agrees to pay all invoices in accordance with the terms and conditions of Hexis USA LLC sales policies. Delinquencies are subject to a 1.5% monthly service charge in addition to the forthcoming in Section 7.
Checks returned by the bank for non sufficient funds will be represented a second time after the customer has been notified of the issue. A charge of $25 will occur. In case the payment is not settled after having been resubmitted, the customer will have to settle his invoice within 48 hours. If payment is not received, the collection process will begin.

6. Taxes.

Prices do not include foreign or domestic sales, use, excise or similar taxes. Consequently, in addition to the prices specified herein, the amount of any present or future sales, use, excise or other general or specific tax, or imposts, duties or penalties or other governmental charges fixed or imposed by any shipment, delivery or use of the products sold hereunder shall be added to the price and paid by the purchaser or, in lieu thereof, the purchaser shall provide Hexis USA LLC with a tax exemption certificate acceptable to the taxing authorities (a valid CA resale certificate for example).
Some orders may be subject to state and/or local sales/use tax. Hexis USA LLC reserves the right to correct tax rates and/or collect the sales/use tax required by law.
For customers outside the U.S./Canada: If the organization is subject to governmental withholding tax, please send or fax to Hexis USA LLC documentation evidencing the remittance of the governmental withholding tax when payment is made.
If the organization is Sales Tax Exempt, please send or fax a copy of a valid "Certificate of Exemption Status" at the time the order is placed.

7. Terms

Hexis USA LLC grants special terms upon request based on purchase / ordering habits/cycles and volume of products transacted over a period. Each request for terms is subjected to credit check. Upon requesting special terms or conditions of payment, the customer agrees to authorize its bank to release all pertaining information to Hexis USA LLC, in order for Hexis USA LLC to evaluate the customer’s worthiness and calculate the proper credit limits according to the needs.

For customers outside of U.S/Canada:Pre-payment (check or wire transfer in U.S. dollars) or credit card required for all orders. To wire your payment, please contact Hexis USA LLC credit department

At no time can a balance due be larger than the credit limit that was granted. At regular intervals each customer’s terms and credit limit will be re-evaluated in order to adjust to their proper amount of business needs and credit risks and worthiness.

The granting of a credit limit is a privilege and the customer agrees to abide by Hexis USA LLC credit rules and conditions:

Late payment: From time to time, during the regular course of business, it is possible that a customer is late in payment of an outstanding balance. One week after the payment original deadline, the customer will receive a friendly reminder referencing the items for which the payment is past due and that the payment should be settled in the most express way. Should this reminder remain unanswered, then a second reminder will come one week later. After 60 days of the original invoice date, in case the customer elects not to pay its dues, the terms will be suspended and a collection process will be pursued. The customer will be flagged in Hexis USA LLC’s system, thus preventing further ordering of Hexis USA LLC’s products until the payment settlement occurs.
In case of a dispute related to a demonstrated product quality or delivery issue, the related invoice terms will be suspended until the dispute is satisfactorily settled between the parties. Any portion of an invoice of undisputed items would be due under the regular terms that were agreed between the customer and Hexis USA LLC. Upon settlement, the balance for the disputed items becomes due under the regular terms that were agreed between the customer and Hexis USA LLC, from the settlement date.
All the products sold remain the property of Hexis USA LLC until their payment has been received and cleared by Hexis USA LLC, time at which the title of the goods is automatically passed to the customer.

8. Warranty

Due to the wide variance in applications, Hexis USA LLC cannot guarantee the results obtained through the use of our products, other than those defined by Hexis USA LLC‘s application rules, guidelines and installations. All Hexis USA LLC materials are sold with the understanding that the buyer has independently determined the suitability of such materials. Neither the seller nor manufacturer shall be liable for any injury, loss or damage, direct or indirect, arising from the use of or the inability to use this product. No salesman, representative, or agent is authorized to give any guarantee, warranty, or make any representation contrary to the foregoing. Hexis USA LLC further warrants that all products and services furnished hereunder have been produced in full compliance with all applicable laws and regulations.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER AND THE SOLE AND EXCLUSIVE LIABILITY OF HEXIS USA LLC. THE WARRANTIES STATED IN THIS PARAGRAPH ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR VERBAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE.
All statements, technical information and recommendations are based on tests we believe to be reliable, but the accuracy or completeness thereof is not guaranteed, and the following is made in lieu of all warranties, express or implied including warranties of fitness and merchantability.

Hexis USA LLC , its assigns or affiliates, seller’s and manufacturer’s, only obligation shall be to replace such quantity of the product proved to be defective. Neither Hexis USA LLC, its assigns or affiliates, seller’s and manufacturer’s, shall be liable for an injury, loss or damage, direct or consequential, arising out of the use of or the inability to use the product. Before using, user shall determine the suitability of the product for his intended use, and user assumes all risk and liability whatsoever in connection therewith.

Statements or recommendations not contained herein shall have no force or effect unless in written agreement signed by officers of seller and manufacturer.

9. Limitation of liability.

Hexis USA LLC shall not be responsible, obligated or liable for any injury or damage resulting from an application or use of its products, either singly or in combination with other products. Except as stated below regarding Patents, HEXIS USA LLC'S SOLE LIABILITY FOR BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE PRODUCTS OR RETURN OF THE PURCHASE PRICE, AT HEXIS USA LLC'S SOLE OPTION. HEXIS USA LLC SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE PRODUCTS OR ARISING OF ACCEPTANCE OF ANY ORDER.

10. Acceptance of products.

Products will be deemed accepted without any claim by the purchaser unless written notice of non-acceptance is received by Hexis USA LLC within 30 days of delivery if shipped EXW Corona, or 10 days of delivery if shipped FOB point of destination. Such written notice shall not be considered received by Hexis USA LLC unless it is accompanied by all freight bills for such shipment, with agent's notations as to damages, shortages and conditions of equipment, containers and seals. Non-accepted products are subject to the return policy stated below.

11. Return of products.

No product may be returned to Hexis USA LLC without Hexis USA LLC's prior written permission, which permission may be withheld by Hexis USA LLC in its sole discretion. If products are returned to Hexis USA LLC within sixty (60) days from the date of shipment for reasons other than an error by Hexis USA LLC in filling the purchaser's order, purchaser shall only be entitled to receive a credit in an amount equal to the payment received by Hexis USA LLC for the product minus handling charges determined solely by Hexis USA LLC which shall not exceed twenty five percent (25%) of the invoiced amount. Products returned that have been demonstrated to be defective under specific product guidelines, and are returned to Hexis YSA LLC after sixty (60) days from the date hereof for reasons other than an error by Hexis USA in filling the purchaser's order, the purchaser shall only be entitled to receive a credit in an amount equal to the payment received by Hexis USA LLC for the product.

12. Limitation of actions.

Irrespective of whether Hexis USA LLC agreed to perform field-start-up or any other service after the delivery of the product, all claims or actions must be brought within one (1) year of date of tender of delivery, or 18 (eighteen) months of date of order, if no tender of delivery is made not withstanding any statutory period of limitation to the contrary.

13. Force majeure.

In the event of war, fire, epidemics, quarantine restrictions, flood, strike, labor trouble, breakage of equipment, accident, riot, the imposition of any government price control, regulation or any other act of governmental authority, acts of God, or other contingencies (whether similar or dissimilar to the foregoing) beyond the reasonable control of Hexis USA LLC that interfere with the production, supply, transportation, or consumption practice of Hexis USA LLC at the time respecting the products covered by this contract, or in the event of Hexis USA LLC’s inability to obtain such on terms deemed by Hexis USA LLC to be reasonable during period of such causes, Hexis USA LLC may terminate or modify its supply commitment defined in the contract without liability, but the contract shall otherwise remain unaffected. Hexis USA LLC may, during any period of shortage due to any of said causes, allocate its supply of such raw materials among its various uses thereof (e.g., manufacturing and sales) in such manner as Hexis USA LLC deems practicable and allocate its supply of such products among such various users thereof in any manner which Hexis USA LLC deems fair and reasonable.

14. Reasonable attorney’s fees.

In the event suit or other proceeding shall be brought for the recovery of the purchase price, or any unpaid balance, or the breach by purchaser of any term herein contained, purchaser shall pay to Hexis USA LLC, in addition to any damages provided by law, reasonable attorney's fees costs of collections.

15. Security title.

Security title and right of possession to the products sold hereunder shall remain with Hexis USA LLC until all payments hereunder (including deferred payments whether evidenced by notes or otherwise) shall have been made according to the terms agreed between the purchaser and Hexis USA LLC. The purchaser agrees to do all acts necessary to perfect and maintain such security right and title in Hexis USA LLC.

16. Cancellation.

The purchaser may cancel an order only upon written consent and upon payment to Hexis USA LLC of cancellation charges, if any, which shall take into account, among other things, expenses incurred and commitments already made by Hexis USA LLC. An order placed less than 6 hours before it is cancelled and if not shipped there will be no cancellation charge for a 50-yard roll. However, any orders requiring odd sizes, cut to non standard dimension, will be subject a cancellation charge to be determined at time of cancellation

18. General.

This agreement and matter connected with the performance thereof shall be construed in accordance with, and governed by, the law of the State of California as if it were executed and performed entirely within the State of California. Further, it shall be construed to be between merchants. Hexis USA LLC will comply with all applicable Federal, State and local laws, and specifically represents that any products to be delivered hereunder will be produced in compliance with the requirements of the Labor Standards Act of 1939, as amended.
Any assignment of this agreement, or any rights or obligations thereunder, by the purchaser without written consent of Hexis USA LLC shall be void. Except as may be expressly provided to the contrary, in writing, the provisions of this contract are for the benefit of the parties hereto and not for any other person. This agreement contains all of the representations, stipulations, warranties, agreements and understandings with respect to the subject matter of this agreement, and its execution has not been induced by any representation, stipulation, warranty, agreement or understanding (including any course of prior dealings between the parties hereto) of any kind other than those herein expressed. No amendment, addition to, alteration, modification or waiver of all or part of this agreement shall be of any force or effect unless in writing and signed by Hexis USA LLC’s president. If the terms and conditions of this agreement conflict with those of any purchase order of purchaser written in connection with sale of the products or any portion thereof, the terms of this agreement shall govern.

18. Arbitration.

Any controversy or claim arising out of or relating to this agreement, or the breach thereof shall be settled in Riverside County, California by arbitration in accordance with the Rules of the American Arbitration Association.

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