- GENERAL. These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the goods (“Goods”) between you (“Buyer”) and Athea Laboratories (“Athea”). These Terms (collectively, this “Agreement”) comprise the entire agreement between Buyer and Athea, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless whether or when Buyer submitted any 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 Terms.
- REGULATIONS. All herbicides, insecticides and disinfectants offered for sale by Athea® are subject to the Federal Insecticide, Fungicide and Rodenticide Act. Athea will assist in the sub-registration of these pesticide Goods for sale under a distributor’s own private label. Individual states also have regulations governing the sale, distribution and use of pesticide Goods, fertilizers and soil conditioners. It is the responsibility of the distributor to obtain the necessary registrations and permits required by each state. Athea assumes no responsibility for the registration of these Goods with the various states, and may require proof of state registration as a condition of sale. FEDERAL LAW PROHIBITS THE REPACKAGING, RELABELING OR ANY OTHER ALTERATION OF REGISTERED PESTICIDE GOODS.
- CANCELLATION. No order may be canceled or altered by Buyer, except on terms and conditions accepted by Athea. Athea may cancel Buyer order at any time prior to shipment for any reason, including, for example if Buyer i) fails to pay any amount when due under this Agreement and such failure continues for 30 days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
- DELIVERY. All orders, including drop shipments, are shipped freight prepaid and added to the invoice, FOB Milwaukee, WI, except for collect, third party, and authorized allowances for volume shipments. For shipments that Athea arranges, Title and risk of loss passes to Buyer upon delivery, for collect and third party shipments Title and risk of loss transfers to customer upon carrier’s acceptance of shipment and Athea is not responsible for any loss, damage, or delay that may occur. All delivery dates are approximate. To ensure shipping/receiving dock space for raw material arrivals, Athea will ship your order as quickly as possible upon completion, even if prior to a “requested date”. Due to extended lead times of certain Goods, Athea may split orders, ship what is available and backorder delayed Goods. This may result in additional shipping charges. Buyer’s exclusive remedy for Athea’s non-delivery of the Goods shall be limited to Athea’s replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered. Any additional freight, handling, or storage charges that are billed to Athea will, in turn, be billed to customer. Examples of such charges include, but are not limited to, charges for lift gate, hazardous fee, high cost location, notification of delivery, inside deliveries, or failed delivery attempt due to closed business or other reason.
- STORAGE. If Goods are not shipped within 7 days after notification to Buyer that Goods are ready for shipping, for any reason beyond Athea’s reasonable control, including but not limited to Buyer’s failure to give shipping instructions, Athea may store or arrange to ship such Goods to Buyer or to Buyer’s ship to address, at Buyer’s risk, and the Buyer shall pay all handling, transportation and storage charges at the prevailing commercial rates upon submission of invoices therefor.
- RETURNS. No returns accepted without prior authorization. Claims or adjustments of any kind must be made within 10 days of invoice date. Returns will be subject to a restocking charge of $30 or 20% of invoice, whichever is greater.
- CHANGES TO GOODS. Athea may at any time, without notice, make such changes in the formulation, appearance or manufacture of Goods as necessary in the opinion of Athea. Athea may also furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.
- WARRANTIES. Athea warrants its Goods to be free of defects in materials or formulation for 1 year from delivery, that they conform to Athea’s published specifications and that they were produced in accordance with and conform to applicable laws and regulations (including but not limited to the Fair Labor Standards Act and regulations promulgated thereunder). In the event of any breach of any such warranty, Athea will, at its option, replace any affected Goods returned FOB Athea’s facilities, or refund the purchase price thereof. Such replacement or refund shall be Athea’s sole responsibility, and Buyer’s exclusive remedy, for any breach of warranty. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED; AND ATHEA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR FITNESS FOR ANY PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL ATHEA 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 ATHEA 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 ATHEA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ATHEA FOR THE GOODS SOLD HEREUNDER or $500, WHICHEVER IS LESS.
- CONFIDENTIAL INFORMATION. All non-public, confidential or proprietary information of Athea, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Athea 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 this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Athea in writing. Upon Athea’s request, You shall promptly return all documents and other materials received from Athea. Athea shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.
- FORCE MAJEURE. Athea shall not be liable for any damage as a result of any delay or failure to deliver due to any cause beyond Athea’s reasonable control, including but not limited to any act of God, act of the buyer, pandemic, embargo or other governmental act, regulation or request, fire, accident, strike, slowdown, war, riot, delay in transportation, or inability to obtain necessary labor, materials or manufacturing facilities.
- PAYMENT TERMS. Net 30 days to credit-approved accounts. Credit may be granted only after a completed credit application is submitted. Shipments cannot be made for past due accounts.
- PRICING. PRICES SUBJECT TO CHANGE WITHOUT NOTICE.
- TAXES. Any manufacturer’s tax, occupation tax, use tax, sales tax, excise tax, value-added tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by any sale by Athea shall be paid by the buyer in addition to the prices quoted or charged. In the event that Athea is required to pay any such tax, fee or charges, the buyer shall reimburse Athea therefor.
- Private Label Minimums and Label Costs:
PRIVATE LABEL MINIMUMS AND LABELS COST
|PRODUCT SIZE/TYPE||LABELING OPTIONS||MINIMUM ORDER FOR PRIVATE LABEL||ONE-TIME CHARGE|
|Pints and Quarts||In House and Outsourced**||25 Dozen||$60.00 Set-up Fee for 1st Run or Changes|
|Aerosols||Paper||6 Dozen||No Charge|
|Gallons||Paper||1 Case||No Charge|
|Bulk 5, 6, 20, 30, 35 & 55 Gallon Pails and Drums||Paper||1 Pail or Drum||No Charge|
|Powder 1.75 lb, 2 lb & 3 lb Sizes||Silkscreened||25 Case||$60.00 Set-up Fee for 1st Run or Changes|
|Bulk Powder||Paper||No Minimum||No Charge|
|Wet Wipes||In House and Outsourced**||300 Canisters of Standard Size and Count||$60.00 Set-up Fee for 1st Run or Changes|
**Orders larger than 2,000 units, labels containing multiple colors, or labels requiring color matching will be outsourced. Any art charges received by Athea from outside vendors will be passed along at cost to customer.
Athea will order and stock labels for your orders, any labels not used within one year will be invoiced.
Minimum orders quantities for non-stock or custom products will be determined during quoting process
The following special packaging or services result in extra service charges:
|5 and 6 gallon pails, 25 lb and 50lb fiber drums||$2.75 each|
|20 gallon drums||$28.00 per drum|
|Fedex And UPS Ground Hazardous Material Charge||$44.00 per case|
|Overpacks||$1.50 per overpack box|