These Sales Terms & Conditions (“Terms”) apply to all sales of products (“Products”) by Ohana Chem Co. (“Seller”) to any purchaser (“Buyer”). Buyer’s purchase order, acceptance of delivery, or payment for the Products shall constitute acceptance of these Terms, regardless of whether Buyer executes a separate written agreement.
Title to and risk of loss for the Products shall pass from Seller to Buyer upon shipment of the Products from Seller’s supplier or designated shipping point. Upon such shipment, Buyer shall be deemed the owner of the Products. Unless otherwise expressly included in the quoted or invoiced price, any subsequent handling, storage, down-filling, transportation, or related services shall be at Buyer’s sole risk and expense. Seller may provide logistics coordination services, including arranging transportation, storage, or down-filling, and such services may be reflected in an “all-in” price for convenience; however, Buyer remains responsible for any additional charges not included in the original price, including but not limited to demurrage, detention, accessorial, or other carrier-assessed fees. Provision of such services shall not alter the transfer of title or risk of loss. Buyer is responsible for filing and pursuing any claims for loss, shortage, or damage occurring after shipment, and Seller shall reasonably cooperate with Buyer in the filing of such claims.
All delivery dates are estimates only. Seller shall not be liable for any delay in delivery or failure to deliver due to causes beyond its reasonable control, including but not limited to supplier delays, transportation issues, labor disputes, accidents, acts of God, natural disasters, pandemics, or governmental actions.
Prices are as stated on Seller’s invoice and are exclusive of applicable taxes, duties, and fees, unless otherwise noted. Payment terms shall be as specified on Seller’s invoice. Past due balances are subject to a late charge of 1.5% per month (18% annually) or the maximum interest rate allowed by law. Until payment in full is received, Seller retains a purchase money security interest in the Products and proceeds thereof. Buyer authorizes Seller to file financing statements to perfect such security interest.
Buyer shall be responsible for all sales, use, excise, or other taxes arising from the sale of the Products, unless Buyer provides Seller with a valid exemption or resale certificate prior to invoicing.
Buyer shall promptly inspect all Products upon delivery. For pails, drums, and totes, Buyer shall notify Seller in writing within three (3) business days of delivery of any shortage, nonconformance, or visible damage. For tankers and railcars, Buyer shall notify Seller in writing within forty-eight (48) hours of delivery. Failure to provide notice within the applicable period shall constitute acceptance of the Products as delivered.
Seller makes no warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. Buyer’s sole remedies for defective Products are limited to those provided by the manufacturer or supplier of the Products.
Seller shall not be liable for any indirect, incidental, special, punitive, or consequential damages arising from the sale or use of the Products. Seller’s total liability for any claim shall not exceed the purchase price of the specific Products giving rise to the claim.
Buyer shall indemnify and hold Seller harmless from and against any claims, damages, liabilities, penalties, or expenses (including attorney fees) arising from Buyer’s handling, storage, resale, transportation, or use of the Products, whether alone or in combination with other substances.
Buyer acknowledges that it is solely responsible for compliance with all applicable federal, state, and local laws, regulations, and ordinances related to the handling, storage, resale, disposal, and use of the Products, including but not limited to DOT, OSHA, EPA, and state-specific regulations. Seller makes no representation or warranty regarding Buyer’s intended use of the Products.
Buyer represents, warrants, and covenants that all Products purchased from Seller will be used, handled, stored, resold, and/or disposed of solely in compliance with all applicable federal, state, and local laws and regulations. Buyer shall not use the Products for any unlawful purpose or in any manner prohibited by law.
Except for nonconforming Products as provided herein, all sales are final. Products may not be returned without Seller’s prior written consent and in no event after thirty (30) days from delivery. Authorized returns must be unopened, in original packaging, and shipped at Buyer’s expense.
Buyer shall not export, re-export, or otherwise transfer the Products in violation of applicable U.S. export control laws or regulations. Buyer represents and warrants that the Products will not be used in prohibited applications, including unlawful drug manufacturing or other restricted uses.
Buyer agrees not to directly or indirectly circumvent Seller by purchasing Products of the same type from Seller’s suppliers disclosed in the course of business, for a period of two (2) years from disclosure.
Buyer shall not repackage, relabel, or resell the Products under Seller’s name without Seller’s prior written consent. Buyer assumes all liability arising from any repackaging, relabeling, or alteration of the Products.
These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms or the sale of Products shall first be submitted to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted in Los Angeles County, California before a single arbitrator mutually agreed upon by the parties, or if no agreement can be reached, appointed in accordance with JAMS rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, Seller may bring an action in the state or federal courts located in Los Angeles County, California to seek injunctive relief, specific performance, or to collect amounts owed by Buyer, and Buyer consents to such jurisdiction and venue.
These Terms, together with Seller’s invoice, order acknowledgment, or other written agreement, constitute the entire agreement between the parties regarding the sale of Products and supersede all prior or contemporaneous communications. Any terms proposed by Buyer that are inconsistent with these Terms are rejected and shall be of no force or effect.
