Terms and Conditions

Terms & Conditions and Warranty

GENERAL TERMS AND CONDITIONS OF SALE

Between Par Aide Products Co. (“Seller”) and Purchaser of Goods (“Buyer”)

CONTRACT.

No order is binding on Seller until and unless either accepted by Seller in writing or by performance by shipping the Goods ordered by Buyer. These General Terms and Conditions of Sale and Buyer’s order (excluding all terms additional to or conflicting with these General Terms and Conditions of Sale) constitute the entire agreement between Buyer and Seller for purchase of the items specified in Buyer’s order and accepted by Seller (the “Goods”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. IN THE EVENT OF A CONFLICT BETWEEN THESE GENERAL TERMS AND CONDITIONS OF SALE AND BUYER’S ORDER, THESE GENERAL TERMS AND CONDITIONS OF SALE SHALL PREVAIL. In the event of any conflict between Seller’s written acceptance and either Buyer’s order or these General Terms and Conditions of Sale, the written acceptance shall prevail. PREPRINTED OR GENERAL TERMS AND CONDITIONS SUPPLIED BY BUYER WITH BUYER’S PURCHASE ORDER OR OFFER DOCUMENTS, REGARDLESS OF HOW THEY ARE DELIVERED (MALL, E-MAIL, HAND DELIVERY, OR OTHERWISE), ARE HEREBY SPECIFICALLY OBJECTED TO AND ARE WITHOUT EFFECT REGARDLESS WHETHER OR WHEN BUYER HAS SUBMITTED ITS PURCHASE ORDER OR SUCH TERMS. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these General Terms and Conditions of Sale.

PRICE; PAYMENT.

The prices for Goods are those in effect on the date of shipment. An invoice from Seller may reflect a price change which became effective subsequent to the date Buyer’s order was received. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts, personnel or real or personal property or other assets. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy, or otherwise, and no retainage is allowed.

Buyer shall pay all invoiced amounts due to Seller within thirty (30) days from the date of Seller’s invoice or the date of shipment, whichever is sooner. Buyer shall make all payments hereunder by wire transfer, check, or other approved method and in United States Dollars. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall also reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these General Terms and Conditions of Sale or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder. Notwithstanding such terms of payment, if at any time Seller in good faith deems itself insecure for any reason whatsoever it may declare the full purchase price immediately due and payable and may withhold shipment of the Goods pending receipt of such payment. Exchange will be charged to Buyer’s account. Accounts are subject to sight draft with cost of collection if not paid at maturity. The right of Buyer to make complaints will not be forfeited by a prepayment.

DELIVERY.

This is a shipment contract. Buyer is responsible for payment of all shipping, handling, and freight charges. Seller reserves the right to designate the routing on all shipments and Seller may make partial shipments of Goods to Buyer. Seller will attempt to honor but will not guarantee requested shipping or delivery dates. All shipments shall be FOB Seller’s facility, but in the event of a conflict Seller’s confirmation shall prevail. Buyer is responsible for settling all claims with the carrier. 2.

RISK OF LOSS; TITLE.

Risk of loss for the Goods shall pass to Buyer upon delivery by Seller to a common or private carrier for shipment to Buyer. Seller retains and reserves title to the Goods until payment in full is received by Seller.

LIMITED WARRANTY TO BUYER.

Seller makes the limited warranty set forth at www.paraide.com/contact/ and incorporated herein by reference solely to Buyer (the “Limited Warranty”), and Buyer’s exclusive remedy for any breach of warranty is set forth in such Limited Warranty. EXCEPT FOR THE LIMITED WARRANTY, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE (INCLUDING REGARDING THE STRENGTH, PERFORMANCE, ENDURANCE OR IMPACT RESISTANT CHARACTERISTICS OF THE GOODS), WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

If Buyer resells the Goods to customers, Buyer may pass-on to such customers an equivalent warranty to the Limited Warranty granted by Seller to Buyer, provided, however, that Buyer shall indemnify Seller for and be solely responsible for any warranty claims by such customers pursuant to additional warranties granted by Buyer to such customers beyond those granted by Seller under the Limited Warranty.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE GENERAL TERMS AND CONDITIONS OF SALE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.

CONFIDENTIALITY.

All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with these General Terms and Conditions of Sale, are confidential, solely for the use of performing these General Terms and Conditions of Sale and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this paragraph. This paragraph does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure without any confidentiality restriction; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

FORCE MAJEURE; ALLOCATION.

Failure of Seller to make all or any part of any order hereunder, if such failure is due to acts of God, war, strikes or labor disputes or shortages, breakdown or damage to the plant facilities of Seller or Buyer’s receiving facilities, embargoes, shortages of any raw materials or energy at reasonable prices or from 3. regular sources or an account of shortages thereof, delays or failure of any supplier to deliver, shortages of transportation equipment, compliance with any law or any regulation or order of any government authority and any other cause beyond the control of Seller, shall not subject Seller to any liability to Buyer and Seller shall not be deemed to have defaulted or breached these General Terms and Conditions of Sale. Should Seller at any time be unable, due to any of the aforesaid causes, to supply its own and all of its customers’ requirements (including customers not under supply contract) of any Goods sold hereunder, Seller will allocate its available supply of such Goods to its customers on such terms as it may deem advisable and in such event Seller shall not be liable to Buyer for failure to ship Buyer the full quantity of the Goods contracted for and the balance of any such order will be canceled.

CUSTOM AND USAGE.

No course of performance or any course of dealing or usage of trade shall vary the express terms hereof.

AMENDMENT.

These General Terms and Conditions of Sale may be modified or amended at any time by Seller upon notice to Buyer, and any modifications or amendments hereto shall apply to any orders placed by Buyer following such date of modification or amendment. These General Terms and Conditions of Sale may not be modified or amended by Buyer.

NON-WAIVER.

Waiver by either Seller or Buyer of a breach of any provision of these General Terms and Conditions of Sale must be in writing and signed by the parties to be effective and shall not be deemed a waiver of future compliance therewith and such provision shall remain in full force and effect.

APPLICABLE LAW.

These General Terms and Conditions of Sale and all purchases made by Buyer from Seller shall be construed and the rights and obligations of the parties hereto shall be governed by the laws of the State of Minnesota, USA without regard to the rules of any jurisdiction with respect to conflicts of law, and all disputes arising out of or in connection with these General Terms and Conditions of Sale that are not resolved amicably between the parties shall be resolved exclusively in the state and federal courts in Ramsey County, Minnesota. The parties consent to the jurisdiction of said courts, waiving all objections, including but not limited to, the objection that the forum is inconvenient.

INTERNATIONAL SALES.

If Buyer is located in a country other than the United Sates, the following terms and conditions also apply unless otherwise agreed by Seller in writing in a specific instance; where they conflict with the terms and conditions above, the following terms and conditions prevail:

a. The parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods, 1980.

b. Payment is due in full, in good funds in Seller’s designated account, before shipment.

c. All shipments are EX Works Seller’s warehouse (Incoterms 2000).

d. Without limiting any of the foregoing, Buyer shall be responsible for all aspects of importation, customs duties, customs clearance, VAT and the like on Goods shipped from the United States. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under these General Terms and Conditions of Sale or any resale of the Goods 4. by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance.

e. All disputes arising out of or in connection with these General Terms and Conditions of Sale that are not settled amicably by the parties shall be resolved finally and exclusively by arbitration in English in St. Paul, Minnesota, USA under the auspices and international rules of the International Centre for Dispute Resolution, before a single arbitrator, who shall be authorized and directed to award costs of arbitration, including attorneys’ fees. against the losing party. The parties both consent to the jurisdiction of any court for the sole purpose of enforcing any award issued pursuant to this paragraph.

Updated: January 1, 2022.