Terms and Conditions of Sale
WARRANTY DISCLAIMER. Harrington Industrial Plastics LLC (“Harrington”) makes no express or implied warranties, including those of merchantability or fitness for a particular purpose, with regard to goods and products not manufactured by Harrington. With regard to products manufactured by Harrington, Harrington warrants only that such products will be free of defects in material and workmanship for a period of one year from shipment date. Harrington makes no other express or implied warranties with respect to such goods. Any description of goods on the face of this document is for the sole purpose of identifying them and does not constitute a warranty of any kind. Note that some states do not allow the exclusion of implied warranties or limitations on certain damages, so the above exclusions may not apply to you.
- Acceptance of Terms. This agreement consists of the following Terms and Conditions as well as the information set forth on the face of this document. By accepting delivery of the goods shown on this document, the purchaser acknowledges that he has read and agrees to all Terms and Conditions of this agreement (hereafter the “Harrington Terms and Conditions”). If the purchaser has submitted a Harrington Credit Application, the terms and conditions contained therein are incorporated as if fully set forth herein. No Terms or Conditions herein or in the Harrington Credit Application may be changed except by written consent of either an Officer or the Manager of Credit Services of Harrington. Any counter offers with terms and/or conditions different from the Harrington Terms and Conditions are expressly rejected. Harrington reserves the right to modify these Terms and Conditions at any time, and such modifications shall apply to all future purchases unless otherwise expressly agreed upon in writing.
- Terms of Payment. Unless otherwise indicated by Harrington on the face of this document, the total purchase price reflected in this document is due and payable in cash or check within 30 days. All invoices which are not paid within 30 days, and credit accounts which are delinquent, shall be assessed at the highest legal rate under applicable state law for each month the invoice is not paid, or the account is delinquent. In addition to any interest assessed, Harrington reserves the right to impose a late fee of 1.5% of the outstanding balance per month on all overdue payments. If any delinquent account requires collection efforts, including but not limited to legal fees, court costs, or collection agency fees, the Purchaser agrees to reimburse Harrington for all such costs and expenses incurred in the collection process. No contractor or other discounts apply unless expressly set forth on the face of this document. No credit terms apply unless expressly set forth on the face of this document. Any sales taxes will be reflected on the face of this document and added to the total purchase price.
- Terms of Delivery. Unless the purchaser and Harrington agree in writing otherwise, all shipments are F.O.B. points of original shipment. The risk of loss of goods, in the event of a breach or otherwise, passes to the purchaser upon Harrington’s delivery of the goods to the carrier for shipment. The purchaser shall provide Harrington with the exact address of the place of delivery. Transportation charges when freight prepaid by Harrington will be charged on the invoice as freight and handling. Transportation charges in all other cases will be paid by the purchaser directly to the carrier. Purchasers are encouraged to obtain appropriate shipping insurance, as Harrington is not responsible for any damage occurring during shipment once goods are delivered to the carrier.
- Shortages. Shortage claims will not be considered unless made in writing within 10 days of the purchaser’s receipt of the goods. Freight shortage claims must be filed with the carrier.
- Returned Goods Policy. Harrington will accept returned goods only in cases where the goods were shipped from Harrington’s warehouse in error or under special circumstances expressly acknowledged by Harrington in writing. All return requests, excluding those covered by the limited warranty outlined in paragraph 8 below, must be submitted within 30 days of the purchaser’s receipt of the shipment and must be approved in writing by Harrington. Upon approval, Harrington will issue a Returned Goods Authorization Number (RGA), which must be clearly marked on the outside of all cartons containing returned goods. Returns not caused by Harrington’s shipping error will be subject to handling and restocking charges, including a reasonable restocking fee of 15%. All returned goods must be in their original, clean, and resalable condition, with freight prepaid by the purchaser. The purchaser assumes responsibility for any damage or loss incurred during the return shipment process. Harrington will deduct the value of approved returns from the purchaser’s invoice or account, less any applicable transportation, restocking, and/or handling charges. Goods returned without prior written approval or without an RGA number clearly marked on the packaging will be refused and returned to the purchaser, at the purchaser’s expense. Any goods returned to the purchaser due to non-compliance with this policy shall remain the purchaser’s responsibility.
- Non-Standard Products. Non-standard, special order, or custom-made products are irrevocable and not subject to cancellation or return once the order has been placed by the Purchaser. Furthermore, this order is governed by our No Cancellation, No Return (NCNR) policy, which explicitly applies to these products, thereby affirming the terms set forth herein.
- Products not Manufactured by Harrington. All products not manufactured by Harrington carry the original manufacturer’s warranty (copies on request). Harrington makes no express or implied warranties, including any warranties of merchantability or fitness for particular purposes, with respect to products not manufactured by Harrington. Harrington disclaims any liability for defects or damages arising from products manufactured by third parties. Purchasers must pursue any warranty claims directly with the manufacturer.
- Products Manufactured by Harrington. Harrington warrants that all products manufactured by Harrington will be free of defects in material and workmanship for a period of one (1) year from shipment date. This warranty does not cover the effects of normal wear and tear, abuse, abrasion, corrosion, extreme temperatures and/or improper storage or installation. Harrington makes no other express or implied warranties, including any warranty of fitness for a particular purpose with respect to such products. The purchaser acknowledges that the limited one-year warranty set forth in paragraph 8 is Harrington’s only warranty. No verbal agreement(s) or representations by Harrington’s agents constitute a warranty of any kind. The purchaser acknowledges that all non-standard, special order or custom-made products have been produced by Harrington in reliance on specifications and information provided by purchaser.
- Purchaser’s Remedy Under One-Year Warranty. If any product is found unsatisfactory under the one-year warranty set forth in paragraph 8 above, the purchaser must notify Harrington promptly in writing and after receiving Harrington’s approval described in paragraph 5 above, the purchaser may return it directly to the place of shipment. This limited warranty may be utilized only by the original purchaser. Harrington shall inspect properly returned products. If the returned products are determined to be defective due to material or workmanship, Harrington shall replace or repair the returned products, free of all charges except transportation costs. The correction of any defects by repair or replacement shall fulfill all of Harrington’s obligations and liabilities under this limited warranty and this agreement. The purchaser’s remedy is limited to repair or replacement of the defective product. As described in paragraph 14 below, Harrington shall not be liable for special, consequential or incidental damages in any claim, action, suit or proceeding arising under this limited warranty. Returned products which are not defective shall be returned to the purchaser and shall remain the purchaser’s responsibility, including transportation costs.
- Failure to Notify Voids Limited Warranty. Purchaser’s failure to promptly notify Harrington of unsatisfactory operation, defects or any improper or unauthorized installation, maintenance, use, repair or adjustments, shall terminate the limited one-year warranty and shall relieve Harrington from any further responsibility thereunder.
- Warranty Void for Non-Payment. If the Purchaser fails to make any payment when due, as required under the terms of this Agreement, Harrington reserves the right to void this limited warranty, and any claims made under this warranty will be denied. The limited warranty shall be reinstated only upon full payment of all outstanding amounts owed by the Purchaser. Harrington’s right to void the warranty for non-payment is in addition to, and not in lieu of, any other remedies available to Harrington under this Agreement or applicable law.
- Force Majeure. Harrington shall not be liable for any expense, loss, or damage resulting from any delay or failure in the performance of its obligations under its agreement or order with purchaser when such delay or failure is caused by events beyond its reasonable control. Such events include, but are not limited to, natural disasters (e.g., fires, floods, earthquakes, hurricanes, or other Acts of God); strikes, labor disputes, or labor shortages; pandemics, epidemics, or other public health emergencies; shortages or unavailability of raw materials, fuel, supplies, or equipment; transportation delays or disruptions; thefts, accidents, or acts of vandalism; equipment breakdowns; governmental actions or inactions (including changes in law, regulations, or trade restrictions); acts of war, terrorism, or civil unrest; cyberattacks or disruptions to communication systems; or any other similar event beyond the reasonable control of Harrington. In the event of a force majeure, Harrington’s performance shall be deemed suspended for the period that the force majeure event continues, and it shall have an extension of time for performance equal to the delay caused by the event. If the force majeure event continues for an extended period of time, Harrington reserves the right to cancel or terminate the contract without liability, upon providing reasonable notice to the purchaser.
- Disclaimer of Damages for Improper Use. Harrington shall not be responsible for damage to its products, or damage caused by its products, resulting from improper installation, maintenance, unintended use or attempts to operate such products beyond their mechanical or electrical capacity, intentionally or otherwise, or any unauthorized repair of its products.
- Disclaimer for Incidental, Special and Consequential Damages. In no event will Harrington be liable, whether arising under contract, tort (including negligence), strict liability, any statutory remedy, or any other cause of action whatsoever, for labor costs, loss of anticipated profits or goodwill, loss by reason of plant shutdown, non-operation or increased expense of operation, service interruption, cost of purchase or replacement power, claims of customers, cost of money, loss of use of capital or revenue, fines or penalties assessed or levied against purchaser based on the operation, non-operation, or use of the goods, or for any special, incidental, punitive, exemplary, or consequential loss or damage of any nature, arising at any time from any cause whatsoever. Some jurisdictions do not permit the exclusion or limitation of incidental or consequential damages; so the above exclusion may not apply to you.
- Limitation of Liability. Harrington’s cumulative maximum liability under this agreement arising from any cause whatsoever, including but not limited to breach of contract, quasi-contract, tort (including negligence), strict liability, any other statutory remedy, breach of warranty, or any other cause or form of action whatsoever shall not exceed the purchase price.
- Indemnification. Harrinton agrees to defend, indemnify, and hold the Buyer harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising from the following; (a) any defect in the goods provided under the related Purchase Order; (b) any infringement of intellectual property rights by the goods; (c) any personal injury or property damage caused by Harrington’s products or services. Harrington’s indemnification obligations shall also be subject to the limitation of liability stated above, such that the total indemnification amount will not exceed the total price of the purchase order.
- Mediation. In the event of any dispute, claim, or controversy arising out of or relating to this Purchase Order, including its formation, performance, breach, or termination, the parties agree to the first attempt to resolve the dispute through good-faith negotiations. If such negotiations fail, the parties shall submit the dispute to mediation before a mutually agreed-upon mediator located in the State of California. If the parties are unable to agree upon a mediator within 30 days, either party may request that the mediation be administered by an established mediation service, such as JAMS, in accordance with its mediation procedures. The costs of mediation shall be shared equally by both parties. The mediation shall take place in California. The parties agree to engage in the mediation process in good faith and to use their best efforts to resolve the dispute. The prevailing party in any mediation shall be entitled to recover its reasonable legal fees and costs unless otherwise determined by the mediator.
- Arbitration. If a dispute is not resolved through mediation, it shall be submitted to binding arbitration administered by JAMS, or another mutually agreed-upon arbitration body, in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall take place in California, and the arbitration proceedings shall be conducted in English. The arbitration will be conducted by a single arbitrator, unless the parties agree to a panel of three arbitrators. The arbitrator(s) shall have the authority to award any relief that a court of law in California could award, subject to the limitations of liability and damages agreed upon in this Purchase Order. Each party shall bear its own costs and attorney’s fees during arbitration unless the arbitrator determines otherwise in the award. The arbitrator’s decision shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration agreement shall be governed by the Federal Arbitration Act and the laws of the State of California, without regard to its conflicts of law provisions. The prevailing party in any arbitration shall be entitled to recover its reasonable legal fees and costs unless otherwise determined by the arbitrator.
- Catalog. All information, recommendations and suggestions appearing in Harrington’s catalog are based upon tests and data believed to be reliable. However, it is the purchaser’s responsibility to determine the suitability of Harrington’s products for each application. Harrington does not accept responsibility for the accuracy of the information contained in its catalog. Harrington reserves the right to change the prices set forth in its catalog at any time and without notice to the purchaser or other customers. The catalog is not a part of this agreement.
- Breach and Remedies. Any failure by the purchaser to tender full payment when due, or any wrongful rejection or repudiation of the Harrington Terms and Conditions shall constitute a material breach and shall entitle Harrington to pursue any or all of its remedies under the Uniform Commercial Code and applicable state law. Harrington’s remedies are cumulative and shall include without limitation: (a) Withholding delivery of products; (b) Stopping delivery by the carrier; (c) Reselling the products and recovering damages; (d) Recovering damages for nonacceptance and/or nonpayment; (e) Canceling this agreement; and, (f) Reclaiming delivered products.
- No Waiver. Any delay or failure by Harrington to enforce or pursue any or all of its remedies upon a breach by purchaser shall not be construed as a waiver of Harrington’s rights under this agreement or applicable state law. Any waiver of Harrington’s rights or claims under this agreement must be in writing signed by Harrington and given in exchange for valuable consideration.
- Assignment and Delegation. No right or interest under this agreement may be assigned by either party without the written consent of the other party. No duty or obligation under this agreement may be delegated by either party without the written consent of the other party. Any assignment or delegation not consented to in writing is void.
- Entire Agreement. The Harrington Terms and Conditions set forth herein and the Harrington Credit Application, if applicable, constitute the entire agreement between purchaser and Harrington and supersede any prior or contemporaneous representations or agreements, written or oral. No additional oral or written terms, including any attempts by purchaser to modify the Harrington Terms and Conditions or any other document relating to this sale, shall become a part of this agreement without the express written consent of Harrington. Electronic signatures and electronic transactions shall have the same legal effect as handwritten signatures for all purposes related to this agreement.
- Severability. If any part of this agreement is found to be unenforceable, it shall be modified only to the extent necessary to comply with applicable law, while the remaining provisions shall remain in full force and effect
- Governing Law. This agreement shall be construed under and controlled in all respects by the law of the state in which Harrington’s distributing warehouse, from which purchaser made his purchase, is located. Purchaser agrees that personal jurisdiction and venue shall lie in the county in which the distributing warehouse, from which purchaser made his purchase, is located.
- Headings. All headings are organizational devices only. They are not intended by the parties to have any legal import.
- Attorney’s Fees. In the event that any action or proceeding is brought to enforce Harrington’s rights under or arising from this agreement, Harrington shall be entitled to its actual attorney’s fees and costs, unless the law of the forum state requires that the prevailing party or either party be entitled to attorneys’ fees, in which event the Harrington Terms and Conditions are modified to incorporate the forum state’s requirements.
- Acceptance of Terms and Conditions of Sale. Harrington’s performance is conditioned upon purchaser’s assent to the Harrington Terms and Conditions. Harrington hereby gives notice of its objection to any additional or different terms or conditions contained in any purchaser acceptance, purchase order, acknowledgment, or other document.
- Confidentiality. All parties shall keep confidential all proprietary information, pricing, and business practices that may be shared during the course of this agreement, except as required by law.