TERMS AND CONDITIONS
MASTER PURCHASE AGREEMENT
ARTICLE 1. GENERAL PROVISIONS
1.1. Mutual Agreement. The parties hereto agree that this Master Purchase Agreement (“Agreement”) sets forth the general terms and conditions that shall govern all sale and purchase transactions between Purchaser and Seller for Products (as defined herein), from time to time for the Term and under the scope of this Agreement, pursuant to each individual Purchase Order (“Purchase Order”). The terms and conditions of this Agreement are incorporated by reference in each Purchase Order.
1.2. Term. The term (“Term”) of this Agreement shall commence on the Effective Date and may be terminated at any time by either party.
ARTICLE 2. PURCHASE ORDERS
2.1. Issuance of Purchase Orders. Seller shall sell and deliver to Purchaser and Purchaser shall purchase from Seller Products, when the same are ordered by Purchaser, as set forth below:
- a) The purchaser may issue to Seller one or more Purchase Orders for Products. The Purchase Order shall be governed by the general terms and conditions set forth herein, and this Agreement shall be considered incorporated herein by reference.
- b) The purchaser may send Purchase Orders to Seller in an electronic form (e.g., e-mail attachments), via facsimile or regular mail.
2.2. Response to Purchase Orders. Seller shall, within three (3) business days of the receipt of any Purchase Order from Purchaser, issue to Purchaser a written response thereto, accepting or rejecting the Purchase Order.
ARTICLE 3. DELIVERY TERMS
3.1. Delivery. Seller shall deliver the Products to Purchaser’s Facility (as defined herein) on the agreed delivery time, which unless otherwise specified in a Purchase Order shall be five (5) to seven (7) business days after receipt of the applicable Purchase Order from Purchaser and at the agreed delivery point in accordance with the applicable Purchase Order and the terms and conditions set forth herein.
3.2. Title and Risk of Loss. Risk of loss, damage, and title to Products shall pass to Purchaser upon Seller’s delivery of Products to Seller’s Facility.
3.3. Containers. Seller shall deliver the Products in cylinders, loaded upon palettes.
3.4. Invoice. Seller shall submit to Purchaser an invoice.
3.5. Shipping Costs. Seller shall be liable for any and all charges related to insurance, transportation, storage, penalties and fees related to shipping the Products in the ordinary course of business. Purchaser shall be responsible for any additional costs imposed by Purchaser’s failure to receive the Products.
ARTICLE 4. INVOICING; PRICE AND PAYMENT; TAXES
4.1. Invoicing. Seller shall submit to Purchaser sales invoices in US Dollars within three (3) business days after delivery.
4.2. Price and Payment. Within thirty (30) days after receipt of a sales invoice, Purchaser shall pay to Seller the price for the Products so invoiced, in accordance with the Product List set forth, as amended from time to time.
4.3. Taxes. Seller’s sales invoice shall include, and Purchaser shall pay, any sales tax required to be paid by Purchaser and collected by Seller in accordance with applicable law.
ARTICLE 5. PRODUCTS & PRICING
5.1. Products. Seller shall make available to Purchaser a list of its Products (“Products”).
5.2. Prices. The prices of Products set forth, as amended from time to time, shall remain effective after the Effective Date until a revised Product List is provided to Purchaser ten (10) days before the then current Product List expires.
ARTICLE 6. REPRESENTATIONS AND WARRANTIES
6.1. Seller hereby represents and warrants to Purchaser as follows:
- a) Quality of Products. Products sold by Seller shall conform to Product specifications provided by Seller to Purchaser, which specifications may be revised and updated from time to time following written notice of such change to Purchaser.
- b) Products Free of Defects. Seller warrants the Product to be free from defects in composition. Seller’s obligation under this warranty is limited to replacement of Product; this warranty being expressly IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
6.2. Purchaser covenants, warrants and represents to the Seller as follows:
- a) Purchaser warrants that the Products shall be used in a safe manner, in compliance with the highest standard applicable to the handling and utilization of the Products.
- b) Purchaser further warrants that the Products shall be used in compliance with all applicable federal, state and local laws, ordinances, rules, and regulations.
ARTICLE 7. INDEMNIFICATION
7.1. Indemnification by Purchaser. Purchaser shall indemnify Seller and its employees, agents, employees from any and all damages, costs, expenses or liabilities incurred as a result of any violation of Purchaser’s Representations and Warranties. Upon notice in writing of a claim and given authority, information and reasonable assistance by Seller, Purchaser shall defend, or may settle at its expense, any claim, or suit proceeding against Seller and its employees; or its agents and their employees; and Purchaser shall pay all judgments, damages, and costs awarded therein against Seller and its employees; or its agents and their employees.
7.2. Limitations of Liability. In the event of a violation by Seller of Seller’s Representations and Warranties, Seller shall refund to Purchaser the purchase price paid for the Products that violate Seller’s Representations and Warranties. The remedies of Purchaser set forth herein are exclusive as stated, and in any event, the total liability of Seller with respect to claims under this Agreement or Purchase Order shall not exceed, per occurrence, the invoice price for the Product. Seller shall be liable to Purchaser for any consequential, indirect or punitive damages arising out of this Agreement or Purchase Order, including claims based on loss of profits or revenues.
ARTICLE 8. ARBITRATION AND GOVERNING LAW
8.1. Arbitration. Any claim, dispute or controversy arising out of or relating to this Agreement that can not be settled by mutual agreement shall, upon written notice by one party to the other, be determined by arbitration in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration shall be Houston, Texas.
8.2. Commencement of Arbitration. The party desiring arbitration shall notify the other party in writing of the matter to be arbitrated and refer the matter to the American Arbitration Association unless the parties agree on a different arbitrator. Any awards granted by the arbitrator shall be final and binding upon both parties and judgment upon the award may be entered in any court of competent jurisdiction.
8.3. Governing Law. The laws of the State of Texas, excluding any conflict of laws rules that would require otherwise, shall apply to and govern the interpretation, performance, and enforcement of this Agreement.
8.4. Health. Safety. and Environment (HSE). All hazardous materials shall be properly packaged and labeled. One copy of the Material Safety Data Sheet (MSDS) and/or other applicable certificates shall be enclosed in a water-proof envelope attached to the outside of the package and conspicuously identified, and one copy sent directly to the Contract Coordinator named on the face of this Purchase Order. An emergency telephone number shall be provided on the MSDS, as required by law. Seller shall select only carriers that meet all applicable current rules and regulations regarding the safe handling and transportation of hazardous goods, including but not limited to The Hazardous Materials Transportation Act (49 U.S.C. 1801 et seq.) and the regulations contained in Title 49, Code of Federal Regulations, Parts 100-178.
ARTICLE 9. MISCELLANEOUS
9.1. Amendments or Additions. The parties acknowledge and agree that any amendments or additions to the Agreement shall be in writing and signed by Purchaser and Seller.
9.2. No Waiver. No delay or omission by either party hereto in the exercise of any right or remedy hereunder shall impair such right or remedy or be construed to be a waiver thereof. Any waiver of any such right or remedy by any party must be in writing and signed by the party’s representative against which such waiver is sought, and such waiver shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant herein contained.
9.3. Assignment. This Agreement shall be binding on the parties hereto and their respective successors and permitted assignees, but Purchaser may not assign this Agreement without the prior written consent of Seller.
9.4. Force Majeure. Except as otherwise provided in this Agreement, neither party shall be subject to any liability hereunder for loss or damage to the extent such loss or damage is directly caused by unforeseen and unavoidable occurrences or situations beyond the reasonable control of the parties, which shall include but not be limited to: acts of God, storms, riots, wars (declared or undeclared), insurrection, terrorist acts, orders or other directives or actions of any governmental authority. In the event that either party hereto is rendered unable, wholly or in part, to carry out its obligations under the Agreement and/or Purchase Orders due to force majeure, such party shall give notice of the force majeure in writing to the other party as promptly as possible after its occurrence. In case of force majeure, either party shall have the right to terminate without prejudice the corresponding Purchase Order.
9.5. Notices. All notices hereunder shall be in writing and sent to the respective parties as indicated below. Any notice given in accordance with this Agreement shall be effective upon receipt by the addressee.
9.6. Severability. If any provisions of this Agreement shall be declared unlawful, invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.
9.7. Entire Agreement. This Agreement and any Purchase Orders constitute the entire agreement between the parties with respect to the subject matter hereof. No provision of any other instrument used by Purchaser shall supersede the provisions of this Agreement, except as otherwise agreed upon in writing by Purchaser and Seller.
TERMS AND CONDITIONS
Purchase Confirmation. The purchaser will receive a confirmation via email and a BOL.
Cancellation Policy. You may cancel an order within 24 hours of ordering.
Refund Policy. Cortland Energy has a no refund policy after the 24-hour cancellation window.
Master Purchase Agreement. All terms and conditions listed on the Master Purchase Agreement apply.
TERMS AND CONDITIONS
- What personally identifiable information is collected from you through the website, how it is used and with whom it may be shared.
- What choices are available to you regarding the use of your data.
- The security procedures in place to protect the misuse of your information.
- How you can correct any inaccuracies in the information.
Information Collection, Use, and Sharing
Cortland Energy is the sole owner of the information collected on this site. We only have access to/collect information that you voluntarily give us via email, online form submission, purchases or phone. We will not sell or rent this information to anyone.
We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, for example, to ship a purchase order.
Requesting a Price Quote
In order to use this website, a user must first complete the registration form. During registration, a user is required to give certain information (such as name, email address and phone number). This information is used to contact you about the products/services on our site in which you have expressed interest.
Making a Purchase Online
We request information from you on our order form. To buy from us, you must provide contact information (like name and shipping address) and financial information (like credit card number, expiration date). This information is used for billing purposes and to fill your orders. If we have trouble processing an order, we’ll use this information to contact you.
Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number on our website:
- See what data we have about you if any.
- Change/correct any data we have about you.
- Have us delete any data we have about you.
- Express any concern you have about our use of your data.
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.
Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a lock icon in the address bar and looking for “https” at the beginning of the address of the Web page.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.