General Sales Terms Example
Below is an abbreviated version of the terms RawConnect uses to find qualified buyer. Sellers are encouraged to provide their specific terms prior to us connecting them with buyers, but this is not necessary. Sellers and buyers can change or amend these terms at any point in the process.
1. CONTRACT. Two-way contract between the buyer and seller.
2. PRICE, SHIPPING, & PAYMENT.
· Standard terms are FOB Point of Origin (buyer pays for shipping)
· Payment terms default to prepayment but are flexible on a case-by-case basis.
3. WARRANTIES AND REMEDIES.
· Resellers (aftermarket). Resellers make no warranties and will pass marketable title to the product. Products shall substantially conform to the commercial grade of product specified in the Sales Agreement. Products are sold "As-is". Buyers have sole responsibility to determine cGMP use for their operations under 21 CFR 210 AND 211.
· Distributors and Original Manufacturers. Will include a manufacturer warranty at a minimum. Will pass marketable title.
4. LIMITATIONS OF LIABILITY.
· Resellers. Not liable for any claims as a result of the product. Buyer expressly agrees that all products have a continued value for business use. Seller acknowledges that although some, or all, products being purchased may meet the criteria for hazardous waste pursuant to 40 CFR 261.21- 261.24, they have ‘determined’ the product(s) exempt due to its continued benefit pursuant to 40 CFR § 262.11. Buyer agrees this excludes the “cradle-to-grave” laws pursuant to 42 U.S.C. §6901 et seq. (1976).
· Distributors and Original Manufacturers. These terms will be developed on a case-by-case basis depending on the product, but standard clauses will apply.
5. TIME FOR INSPECTION, TESTING, & REJECTION.
· These terms will be developed on a case-by-case basis. Typically, all Distributors and Original Manufacturers will provide a reasonable testing and rejection period. This is determined on a case-by-case base for resellers.
6. REGULATORY FILINGS AND APPROVALS.
· As applicable for Active Pharmaceutical Ingredients and similarly regulated products under 21 CFR.
7. FORCE MAJEURE.
· Standard "acts of God" clause for product transactions.
8. RISK OF LOSS.
· These terms will be developed on a case-by-case basis.
9. DELIVERY DATE; DEMURRAGE CHARGES.
· Standard terms include that delivery dates are estimated only and are subject to change upon notice from Seller.
10. SERVICE CHARGE; COLLECTION COSTS; SET OFF.
· These terms will be developed on a case-by-case basis depending on payment terms.
11. AMENDMENT; NON-WAIVER.
· Standard terms for modifications.
12. SEVERABILITY; ASSIGNABILITY; CONFLICT.
· Standard terms for contract resolution.
13. DISCHARGE OF SELLER.
· Standard terms
14. JURISDICTION; APPLICABLE LAW.
· All disputes arising directly or indirectly hereunder or in connection will be resolved in a court of competent jurisdiction sitting in Allegheny County, Pennsylvania.