Vendor Terms & Conditions
ReForm Composites, Inc.
Corporate Services Terms and Conditions
These Terms and Conditions (“Terms”) govern all sales of products and services by ReForm Composites, Inc. (“Seller”), to any purchaser (“Buyer”) and constitute the complete and exclusive terms and conditions of sale governing all transactions between Seller and Buyer unless otherwise agreed in writing and signed by both Parties. Seller and Buyer may be individually referred to herein as a “Party” or collectively referred to as the “Parties” to these Terms.
Acceptance of Terms
All sales are governed exclusively by these Terms, along with the product description, quantity, price, and payment terms in Seller’s order confirmation. Any additional or conflicting terms proposed by Buyer are expressly rejected. Performance by Seller does not constitute acceptance of any Buyer terms. In the event of conflict, these Terms shall prevail.
Limited Warranty
Seller warrants good title and that products (“Product”) conform at the time of shipment to applicable certificates or specifications signed by Seller. Seller warrants that the Products are manufactured in accordance with the Specifications agreed to in writing by Seller and in accordance with applicable industry standards. Seller disclaims all liability for defects or failures resulting from modifications to the Product by Buyer, improper handling or storage, misuse, or use inconsistent with the Specifications (as later defined herein). No warranties, express or implied, apply to unpaid products. No express warranties, other than those expressly stated herein, are provided under these Terms. All samples or developmental materials are provided “AS IS” with no warranty, express or implied. Seller makes no representation or warranty of any kind with respect to the Product, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
Remedies and Limitations of Liability
Buyer must inspect Products promptly and notify Seller in writing of any claims within thirty (30) days of receipt (or shelf-life expiration, if earlier). Seller’s obligation upon receipt of a timely claim is, at its sole discretion, refund, credit, or replacement. Total liability is limited to the purchase price of the defective portion of the Product shown to be defective or nonconforming. Seller is not liable for incidental, consequential, or special damages.
Manufacturing Standards and Quality Assurance
Seller shall manufacture the Product in accordance with the specifications expressly agreed upon in writing by the parties (“Specifications”), and in accordance with all applicable industry standards and Seller’s internal quality control procedures. Unless otherwise agreed, Seller shall have the sole discretion to determine the manufacturing methods, materials, equipment, and processes used in the production of the Product. Buyer acknowledges that minor deviations that do not materially impact performance, functionality, or compliance with the Specifications shall not constitute a breach of contract.
Custom Manufacturing and Tooling
If Seller manufactures the Product specifically for Buyer, including, but not limited to, through use of custom tooling, equipment, dies, or molds, Seller shall retain all rights, title, and interest in and to such tooling unless otherwise agreed in writing. Any changes requested by Buyer to the manufacturing process, Specifications, or materials are subject to Seller’s written approval, and may result in a price adjustment and revised delivery schedule. Buyer shall be responsible for all costs incurred by Seller in implementing Buyer-approved changes.
Intellectual Property
Buyer assumes all risks of infringement arising from its use of the Product and agrees to indemnify Seller against all such claims. No rights or licenses under any intellectual property are granted by sale or sample.
Product Discontinuation
Seller may discontinue any Product at any time, for any reason, unless otherwise agreed in writing. Unless otherwise required in writing, Seller is not required to notify Buyer of any discontinuation of purchased Products.
Payment and Credit Terms
Payment is due pursuant to Seller’s invoice and internal billing policies, which may be changed from time to time as Seller sees fit or necessary in its ordinary course of business. Late payments accrue interest at the maximum legal rate. Buyer has no right of set-off. Seller may alter payment terms or withhold shipments if Buyer’s creditworthiness is unsatisfactory. Invoice disputes must be raised within seven (7) business days from the date they arise.
Governmental Constraints, Tariffs
If any existing or future law, regulation, executive order, decree, or other governmental action, both domestic and international, including, but not limited to, the imposition of new or increased tariffs, duties, or trade restrictions materially increases Seller’s cost of supplying the Product, then upon written notice by Seller, the parties shall enter into good faith negotiations to adjust the price, delivery schedule, or other affected terms of this contract. If the parties are unable to agree on such adjustments within thirty (30) days of Seller’s notice, Seller shall have the right to (i) suspend further performance until agreement is reached, or (ii) terminate the affected portion of this contract upon written notice to Buyer without liability. Buyer shall reimburse Seller for all applicable taxes, fees, and duties not included in the quoted price as paid by Seller. Seller retains all applicable duty drawback rights.
Suspension and Termination
Seller may suspend or terminate any obligations to Buyer in the event of a Buyer default, insolvency, violation of any law, or failure to provide adequate assurance of performance within fourteen (14) days when requested in writing by Seller. All outstanding payments become immediately due upon any suspension or termination hereunder and Seller, in addition to any other remedies available hereunder or at law, may repossess any goods unpaid for.
Title and Risk of Loss
Title and risk of loss transfer at Seller’s time and point of shipment. Buyer assumes all risk during unloading, storage, handling, and use.
Force Majeure
Seller is not liable for delays or failures caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, labor disputes, government actions, or raw material shortages. Affected obligations may be reduced or eliminated.
Shortage of Product
During any applicable supply shortages, Seller may allocate Products among customers at its discretion. Buyer’s remedy in such event is limited to contract termination after paying for received Products.
Changes in Product
Seller may modify its processes or Products without notice, provided the specifications remain unchanged. Marketing materials are for informational purposes only and are not binding.
Indemnity
Buyer shall indemnify Seller against all liabilities and costs (except for those caused by Seller’s gross negligence or willful misconduct) arising from Buyer’s use, handling, resale, or failure to distribute safety information. Buyer waives immunity under worker’s compensation laws to the extent permissible.
Export Compliance
Buyer may not resell or export Products without Seller’s written permission and must comply with all applicable trade control laws, including ITAR, EAR, and OFAC. Buyer agrees to indemnify Seller for any violations.
No Publicity
Buyer may not use Seller’s name, trademarks, or materials in promotional content without written consent.
Exclusion of CISG
The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.
Governing Law
These Terms shall be governed by the laws of the State of Maine. All disputes related to these Terms shall be resolved in the state or federal courts located in the state of Maine, and both Parties consent to jurisdiction there.
Confidentiality
All Seller-provided information shall be treated as confidential unless a separate confidentiality agreement exists. Buyer may only use such information for contract purposes and must return or destroy it upon request.
Severability
If any provision of these Terms is deemed invalid, the remainder of the Terms shall remain in full force and effect.
Compliance and Use Restrictions
Buyer shall use the Product in accordance with all applicable laws, regulations, and industry standards. Buyer is solely responsible for obtaining any licenses, permits, or approvals required for its intended use of the Product. Seller shall have no responsibility for ensuring the Product’s compliance with laws or regulations specific to Buyer’s application, unless expressly agreed otherwise in writing.
This terms of use policy may be updated from time to time. We encourage you to review it periodically.