- Terms and Conditions
Terms and Conditions
Terms and Conditions of Website use and of Sale
GENERAL TERMS This quote constitutes terms set forth herein. No additional or different terms shall become part of this quote, nor can it be modified without the express written approval of Aqueous Technologies. Quoted prices apply only to the specific items and quantities ordered. The prices on the quote are valid when full order is placed within thirty (30) days of the date of the quote, unless otherwise stated on the quotation form. All orders are subject to acceptance by Aqueous Technologies. Accepted orders are not cancelable unless all of the details are agreed upon by both parties, including the buyers agreement to assume a stated amount of termination charge, if any.
The Terms and Conditions of Sale ("Agreement") contained herein constitutes the entire agreement between Aqueous Technologies Corporation ("Aqueous Technologies") and you ("Customer"). Aqueous Technologies will not be bound by any terms of Customer's order. No form of acceptance except Aqueous Technologies' written acknowledgment mailed to Customer, or Aqueous Technologies' commencement of performance shall constitute valid acceptance of Customer's order. Any such acceptance is expressly conditioned on assent to the terms hereof and the exclusion of all other terms. Customer shall be deemed to have assented to the terms hereof, whether or not previously received, upon accepting delivery of anything shipped by Aqueous Technologies. If tender of these terms is deemed an offer, acceptance is expressly limited to the terms hereof.
PRODUCTS "Products" shall mean any products identified on: (a) Aqueous Technologies’ then current applicable price list; (b) any of Aqueous Technologies’ proposals or quotations; or (c) any of Aqueous Technologies’ invoices.
ORDERS Customer shall purchase Products by issuing a purchase order sent by an authorized representative, indicating specific Products, quantity, price, total purchase price, shipping instructions, bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special instructions. Any contingencies contained on such order are not binding upon Aqueous Technologies unless mutually agreed upon. Aqueous Technologies will accept or reject orders according to its then-current process. All orders are subject to acceptance by Aqueous Technologies at its corporate headquarters. Accepted orders are not cancelable unless all of the details are agreed upon by both parties, including the buyers agreement to assume a stated amount of termination charge.
SHIPPING AND DELIVERY Shipping dates will be established by Aqueous Technologies upon receipt of orders from Customer. Shipping terms are FOB Aqueous Technologies’ designated shipping location (Rancho Cucamonga, CA unless otherwise specified). Risk of loss and title shall pass from Aqueous Technologies to Customer upon delivery to the carrier or Customer's representative at the FOB point. Delivery shall be deemed made upon transfer of possession to the carrier. Customer shall be responsible for all freight, handling and insurance charges. Unless given written instruction, Aqueous Technologies shall select the carrier. In no event shall Aqueous Technologies have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Aqueous Technologies.
PRICES AND PAYMENT Prices for Products are quoted in US dollars and are FOB Aqueous Technologies’ designated shipping location. All stated prices are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation, value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to Products purchased or licensed pursuant to this Agreement shall be paid by Customer or Customer shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible. All payments shall be made by company check, cashier’s check, money order, or credit card acceptable to Aqueous Technologies.
Payment Terms Payment Terms are Payment Due Upon Shipment. If paid by credit card, customer agrees to pay all bank charges as indicated in the credit card agreement. All payments shall be made in U.S. currency. Any sum not paid by Customer when due shall bear interest until paid at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less.
Aqueous Technologies may cancel or delay delivery of Products in the event Customer fails to make prompt payment therefore, or in the event of a past due amount in customer’s account with Aqueous Technologies. Aqueous Technologies hereby retains a security interest in the products furnished until Customer has made payment in full in accordance with the terms hereof. Customer shall cooperate fully with Aqueous Technologies to execute such documents and to accomplish such filings and/or recordings thereof as Aqueous Technologies may deem necessary for the protection of Aqueous Technologies’ interest in the Products furnished.
ENVIRONMENTAL COMPLIANCE No warranty is given that Products are suitable for or compliant with hazardous waste treatment regulations or permitting. No warranty is given that Products can be operated in compliance with local, state or federal environmental regulations without permits or process modification.
WARRANTY AND RETURNS Unless otherwise agreed to in writing, Aqueous Technologies warrants its products to be free from defects in material or workmanship for a period of One Year from the shipment of product by Aqueous Technologies, provided that such products are used in accordance with Aqueous Technologies’ instructions. Buyer undertakes to give immediate notice to Aqueous Technologies if goods or performance appear defective and to provide Aqueous Technologies with reasonable opportunity to make inspections and tests. If Aqueous Technologies is not at fault, Customer shall pay Aqueous Technologies the costs and expenses of the inspections and tests. Aqueous Technologies’ obligations under this warranty are limited to the repair or replacement at its factory, of any product or part thereof which shall has proven to be defective.
AQUEOUS TECHNOLOGIES DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
In no event shall Aqueous Technologies’ or its suppliers' liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer under this Agreement. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. IN NO EVENT WILL AQUEOUS TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT EVEN IF AQUEOUS TECHNOLOGIES OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In all cases where a Product has been approved by Aqueous Technologies for return, Customer shall call and obtain a Return Material Authorization ("RMA") number from Aqueous Technologies. For Product returned, Customer is responsible for the following: (a) proper packing of Products, including description of the failure; (b) insurance of all packages for replacement cost; (c) shipment FOB Aqueous Technologies designated reception location; (d) return of Products within five (5) days after issuance of the RMA number; and (e) compliance with Aqueous Technologies RMA procedure for all shipments, as follows: (i) each request to Aqueous Technologies for an RMA number must specify the number, type, and serial number, if applicable, for each Product to be returned; Aqueous Technologies will provide the local RMA shipment address upon request; and (ii) Product sent back to Aqueous Technologies must agree exactly in the number, type, and serial numbers, if associated with the RMA transaction.
INTELLECTUAL PROPERTY LIMITATION OF LIABILITY Aqueous Technologies shall have no liability for any claim, suit or proceeding brought against Customer based on a claim that any Product supplied hereunder infringes any copyright, patent, or other intellectual property right in the United States or any other country. Aqueous Technologies has no liability for any claim based upon the combination, operation, or use of any Product supplied hereunder with equipment, devices, or software, or for any claim based upon alteration or modification of any Product supplied hereunder.
THE FOREGOING STATES THE ENTIRE OBLIGATION OF AQUEOUS TECHNOLOGIES WITH RESPECT TO INFRINGEMENT OF PROPRIETARY RIGHTS AND AQUEOUS TECHNOLOGIES DISCLAIMS, ALL WARRANTIES OF NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS.
EXPORT RESTRICTIONS Customer shall obtain all licenses, permits and approvals required by any government and shall comply with all applicable laws, rules, policies and procedures of the U.S. Government.
CONFIDENTIAL INFORMATION Customer shall hold confidential and shall not use or permit others to use any confidential information identified as such in writing or orally by Aqueous Technologies or information which Customer knows or has reason to know is confidential, proprietary or trade secret information of Aqueous Technologies.
LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING ELSE HEREIN, EXCEPT FOR CLAIMS OF PERSONAL INJURY OR DEATH, ALL LIABILITY OF AQUEOUS TECHNOLOGIES AND ITS SUPPLIERS UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO MONEY PAID TO AQUEOUS TECHNOLOGIES UNDER THIS AGREEMENT AND IN THE CASE OF DAMAGES RELATING TO ANY ALLEGEDLY DEFECTIVE OR INFRINGING PRODUCT, SHALL, UNDER ANY LEGAL OR EQUITABLE THEORY, BE FURTHER LIMITED TO THE PURCHASE PRICE PAID BY CUSTOMER FOR SUCH PRODUCT.
CONSEQUENTIAL DAMAGES WAIVER IN NO EVENT SHALL AQUEOUS TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR LOST DATA, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF AQUEOUS TECHNOLOGIES OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. Aqueous Technologies shall not be liable for any delay or failure in performance whatsoever due to acts of God, earthquakes, shortage of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics, and other occurrences beyond Aqueous Technologies’ reasonable control. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. Neither this Agreement nor any rights under this Agreement, other than monies due or to become due, shall be assigned or otherwise transferred by Customer (by operation of law or otherwise) without the prior written consent of Aqueous Technologies. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties. In the event that any of the terms of this Agreement become or are declared to be illegal by any court of competent jurisdiction, such terms shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. In the event of a breach of this Agreement, the breaching party shall pay to the other party any reasonable attorneys' fees and other costs and expenses incurred by the non-breaching party in connection with the enforcement of any provisions of this Agreement. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever. This Agreement, including the Product warranty referenced herein, constitutes the entire agreement between the parties hereto concerning the subject matter of this Agreement, and there are no conditions, understandings, agreements, representations or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by authorized representatives of Aqueous Technologies and Customer.