1. General
Curbell Plastics, Inc. (the "Seller") operates the website www.curbellplastics.com/shop (the "Website") as a means to assist a buyer with making an offer to purchase goods identified on the Website. The party seeking to purchase items identified on the Website is referred to as "Buyer". Seller and Buyer are collectively referred to as the "Parties", and each individually as a "Party". All sales facilitated via the Website are subject to these Terms. Any purchase order or other communication from Buyer that contains terms and conditions in addition to or inconsistent with these Terms will not be binding upon Seller, unless acceptance of those terms and conditions is made in writing and physically signed by an authorized representative of Seller.2. Prices, Availability, and Acceptance of Orders
Prices and availability of items shown on the Website may change at any time, including while Buyer is shopping on the Website. Prices are not fixed until Buyer's order is accepted by Seller. In placing an order, Buyer is making an offer to buy the identified goods, and Buyer's order becomes effective only when accepted by Seller. The prices shown on the Website indicate prices that Seller is currently willing to consider, but do not become binding on Seller until Buyer's order is accepted by Seller. Orders for products totaling less than $100 are null and void.3. Not Included in Price
Prices identified on the Website do not include any applicable (a) property, sales, use, privilege or export taxes, custom duties or any other tax, fee or charge of any nature whatsoever imposed by any government authority on or measured by any transaction between the Parties, or (b) shipping and handling costs.4. Payment
At the time Buyer places an order, Buyer is required to provide information corresponding to a valid credit card which may be charged for the amount of the order, including any applicable (a) property, sales, use, privilege or export taxes, custom duties or any other tax, fee or charge of any nature whatsoever imposed by any government authority on or measured by any transaction between the Parties, and (b) shipping and handling costs. In placing an order, Buyer consents to the credit card being charged the full amount corresponding to the order.5. Shipment; Shortages; Delay; Risk of Loss
Shipment dates are estimated and Seller will not be liable for late shipments. Buyer must pay shipping and handling costs in advance. Seller may fulfill the order by placing the goods with a carrier of Seller's choosing, and Seller may do so in installments. Delay in delivery of any installment will not relieve Buyer of its obligations to accept prior or subsequent installments. Products will be shipped f.o.b. point of origin, with all risk of loss or damage to products passing to Buyer upon delivery to carrier. Any claim for shortage must be reported to Seller within 30 days of delivery of the products, or the date of a document sent to Buyer that indicates an order has been satisfied, whichever occurs first. If not reported within such 30 days, Buyer waives any claim for shortages. Shipping and handling charges are estimated at the time an order is accepted, and represent Seller's best guess as to the ultimate shipping and handling charges associated with fulfilling an order. If the estimated shipping and handling charge stated in an accepted order differs by less than 10% of the actual charge, Buyer is deemed to consent to an additional charge on the credit card to cover the difference between the estimated and actual charges. If the estimated shipping and handling charge stated in an accepted order differs by 10% or more of the actual charge, Seller will notify Buyer of the difference and within ten days Buyer will have the option to approve the additional charge, or take possession of the goods at a location identified by Seller. If within that ten day period Buyer neither approves the additional charge nor takes possession of the goods, Buyer is nevertheless responsible for payment of the goods, as well as any shipping and handling charges.6. Force Majeure
Seller will not be liable for any delay or failure in performance of any order, in the delivery or shipment of any product or for any damages or losses suffered by Buyer or any third party which are caused by, or in any manner arise from, directly or indirectly, any labor disturbances, embargos, riots, storms, fires, explosions, acts of God or public enemies, inability to obtain necessary labor or raw materials, accidents or breakdown to, or mechanical failure of, machinery or equipment, changes in economic conditions, delays or interruptions in transportation or any other causes beyond Seller's control. In the event of such delay, the applicable shipment date(s) will be postponed to compensate for such delay. If Seller's performance is rendered permanently impossible or impracticable, either Party may cancel the affected order(s) upon written notice to the other Party, and, upon such cancellation, Seller will have no liability and Buyer will be liable only for that portion of the order that has been completed, including without limitation all inventory and supplies not returnable for full credit or otherwise useable by Seller.7. Manufacturer Warranty
All products sold by Seller to Buyer will be covered by the standard warranty of the manufacturer of such products and Buyer agrees to look solely to such manufacturer for any warranty claims relating to such products. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The price of the goods ordered via the Website reflects the provisions of this section 7. Clearance items are not covered by standard manufacturer warranty.8. Clearance Items
Product identified as a clearance item is sold as-is, and such sales are final. Such products can not be returned.9. Limitation of Liability; Exclusion of Damages
Seller's liability with respect to any claim by Buyer or any third party arising out of or in any way relating to any product sold by Seller to Buyer (including without limitation such product's sale, use or transportation) will be limited solely to the cost of such product and any such claim must be filed within 60 days after the delivery of such product. SELLER WILL NOT BE LIABLE TO BUYER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, LOST PROFITS OR OTHER LOSSES OF BUYER OR ANY THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATING TO THE SALE, USE OR TRANSPORTATION OF SUCH PRODUCT. The price of the goods ordered via the Website reflects this allocation of risk, this limitation of liability, and exclusion of damages.10. Default
If Buyer (a) fails to pay all or any part of an amount when due, (b) fails to observe or perform any of its other obligations under these Terms, or (c) becomes insolvent, is adjudicated a bankrupt, voluntarily files or permits the filing of a petition in bankruptcy, makes an assignment for the benefit of creditors, seeks any similar relief under any bankruptcy laws or related statutes or a receiver is appointed for its assets, then all sums due or to become due from Buyer to Seller, may at Seller's sole option, become immediately due and payable, and concurrently, or in the alternative, Seller may, at its sole option, terminate any existing order(s) between the Parties and exercise any other remedies available to Seller under applicable law.11. Costs and Expenses; Indemnification
Buyer will be responsible for all costs and expenses, including without limitation attorneys' fees and disbursements, incurred by Seller in enforcing any term or condition in these Terms, and Buyer will indemnify and hold harmless and promptly reimburse Seller for such costs and expenses. If Seller is made a defendant in any proceeding, action or arbitration by Buyer, any person or entity deriving title from Buyer, or any other third party on the basis of breach of warranty, negligence, strict liability, tort or any other theory, and if no award or judgment is made or rendered against Seller, Buyer will indemnify and hold harmless the Seller as well as Seller's directors, officers, employees, contractors and agents from all costs and expenses incurred by any of them in connection with such proceeding, action or arbitration, including without limitation reasonable attorneys' fees and disbursements.12. Cancellation
Any order accepted by Seller may be cancelled by Buyer only with the prior written consent of Seller and upon reimbursement to Seller for all costs, expenses and losses incurred by Seller as a result of such cancellation, including without limitation a reasonable profit and overhead.13. Governing Law; Jurisdiction; Venue
These Terms, as well as the rights and obligations arising pursuant to these Terms are governed by and must be construed according to the laws of the State of New York, without reference to the principles of conflicts of law. Each of the Parties hereby irrevocably and unconditionally (a) consents to submit to the exclusive jurisdiction of the United States District Court for the Western District of New York or the applicable state court located in the State of New York, County of Erie for any action or proceeding arising out of or relating to the sale of Seller's products to Buyer, (b) waives any objection to the laying of venue of any such action or proceeding in such courts, and (c) waives and agrees not to plead or claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.14. Entire Agreement; Amendment; Waiver
These Terms constitute the entire agreement between the Parties with respect to the sale of Seller's products to Buyer, superseding all prior representations, agreements or understandings, written or oral, between the Parties with respect to such sale. These Terms cannot be amended orally or by any course of conduct by either Party, but may only be amended by a written agreement executed by the Parties. The failure by Seller to (a) enforce any provision hereof will not be construed as a waiver of such provision or of Seller's right to enforce such provision, and (b) object to provisions contained in any purchase order or other communication from Buyer will not be construed as a waiver of these Terms nor an acceptance of any such Buyer provisions.15. Successors and Assigns; Assignment
These Terms will be binding upon the Parties and their respective successors and assigns; provided, however, that Buyer shall not assign any of its rights or duties hereunder without Seller's prior written consent, which consent may be withheld in Seller's sole discretion.
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History
ISO Certification Material Partners Environmental Sustainability Initiatives FAR/DFARS Provisions Terms and Conditions of Purchase Terms and Conditions of Sale 
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