The terms and conditions of product sales are limited to those contained herein. Any additional or different terms in any forms delivered by you ("customer") are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. By accepting delivery of the products from Prime Eco Group, Inc. ("PEG"), customer agrees to be bound by and accepts these terms and conditions of product sales unless customer and PEG have signed a separate agreement, in which case the separate agreement will govern. Any general description of the types of products and results thereof posted on the website do not constitute part of the agreement between PEG and customer.
Important Information About These Terms and Conditions of Product Sales
These Terms and Conditions of Product Sales constitute a binding contract between Customer and PEG and are referred to herein as either "Terms and Conditions of Product Sales" or this "Agreement". Customer accepts these Terms and Conditions of Product Sales by making a purchase from or placing an order with PEG. These Terms and Conditions of Product Sales are subject to change without prior notice, unless otherwise agreed in writing by PEG and Customer. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.
Customer must issue a purchase order with a customer purchase order number or verbally. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions of Product Sales or any purchase order (whether in electronic or written form) or invoice related thereto. This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
THESE TERMS AND CONDITIONS OF PRODUCT SALES AND ANY SALE OF PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN WHARTON COUNTY, TEXAS, AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions of Product Sales more than one (1) year after the cause of action has arisen. The rights and remedies provided PEG under these Terms and Conditions of Product Sales are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.
Title, Risk of Loss
If Customer provides PEG with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for PEG, title to products and risk of loss or damage during shipment pass from PEG to Customer upon shipment from PEG’s facility (F.O.B. Origin, freight collect). For all other shipments, title to products and risk of loss or damage during shipment pass from PEG to Customer upon receipt by Customer (F.O.B. Destination, freight prepaid and added). Notwithstanding the foregoing, title of products will remain with the applicable licensor(s) and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer. PEG retains a security interest in the products until payment in full is received.
Customer agrees to pay the total purchase price for the products as indicated on PEG invoice. Terms of payment are within PEG's sole discretion. Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by PEG. PEG may invoice Customer separately for partial shipments. Customer agrees to pay interest on all past-due sums at the lower of one and one-half percent (1.5%) per month or the highest rate allowed by law. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide PEG with the necessary supporting documentation.
If this transaction involves an export of items (including, but not limited to commodities, software or technology) subject to the Export Administration Regulations, such items were exported from the United States by PEG in accordance with the Export Administration Regulations. Customer agrees that it will not divert, use, export or re-export such items contrary to United States law. Customer expressly acknowledges and agrees that it will not export, re-export, or provide such items to any entity or person within any country that is subject to United States economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the United States Government. The list of such countries subject to United States economic sanctions or embargoes may change from time to time but currently includes Cuba, Iran, Sudan, and Syria. Customer also expressly acknowledges and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under United States law to receive such items, including but not limited to, any person or entity on the United States Treasury Department’s list of Specially Designated Nationals or on the United States Commerce Department’s Denied Persons List, Entity List, or Unverified List. In addition, manufacturers' warranties for exported products may vary or may be null and void for products exported outside the United States.
PEG warrants it products as tested according to standard test methods and abiding to any trade-secretes, patents, or formulations. Product life expectancies are represented by an expiration date, labeled on packaging and sometimes stated on bill of ladings and or invoices. Customer expressly waives any claim that it may have against PEG based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any product and also waives any right to indemnification from PEG or its Affiliates against any such Claim made against Customer by a third party. Customer acknowledges that no employee of PEG is authorized to make any representation or warranty on behalf of PEG in this Agreement. PEG will not be responsible for and no liability shall result to PEG for any delays in delivery which result from any circumstances beyond PEG’s reasonable control, including, but not limited to, product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, embargo, acts of God or acts or laws or regulation of any government or agency. Any shipping dates provided by PEG and any purported deadlines contained in any other document are estimates only.
Pricing Information; Availability Disclaimer
PEG reserves the right to make adjustments to pricing and products for reasons including, but not limited to, changing market conditions, product discontinuation, product unavailability, raw material price increases and errors in advertisements. All orders are subject to product availability. Therefore, PEG cannot guarantee that it will be able to fulfill Customer’s orders.
Limitation of Liability
Under no circumstances and notwithstanding the failure of essential purpose of any remedy set forth herein, will PEG, suppliers or agents be liable for: (a) any incidental, indirect, special, punitive or consequential damages including but not limited to, loss of profits, business, revenues or savings , even if PEG has been advised of the possibilities of such damages or if such damages are otherwise foreseeable, in each case, whether a claim for any such liability is premised upon breach of contract, warranty, negligence, strict liability or other theory of liability; (b) any claims, demands or actions against customer by any third party; (c) any loss or claim arising out of or in connection with customer's implementation of any conclusions or recommendations by PEG, resulting from, arising out of or otherwise related to the products. In the event of any liability incurred by PEG or any of its affiliates, the entire liability of PEG and its affiliates for damages from any cause whatsoever will not exceed the lesser of: (a) the dollar amount paid by customer for the product(s) giving rise to the claim; or (b) $5,000 USD.
Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party, the Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this Agreement. "Confidential Information" means any information or data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may have access to in connection with this Agreement. Confidential Information will not include information which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such information is not confidential or protectable.
Each party agrees to hold such Confidential Information confidential for a period of three (3) years following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like kind. Disclosures of Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement and need to know such Confidential Information for purposes of providing or receiving the products or otherwise in connection with this Agreement, or (ii) to its business, legal and financial advisors, each on a confidential basis. Upon the written request of a party, the other party will either return or certify the destruction of the Confidential Information of the other party.
If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose the Confidential Information, the receiving party will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar protective measure.
• PEG customer return requests must be made within 15 days of the expiration date of the product. If the
product does not contain any expiration date, return requests must be made 30 days from the Invoice date.
• Products must be returned 100% complete. This includes manufacturers packing list: tote, drum, bag, or pail,
label, packing materials, all manuals, blank warranty cards and accessories.
•.PEG reserves the right to decline return requests based on environmental policies.
• Please contact PEG to obtain a Return Merchandise Authorization (RMA) before shipping product back to
PEG. This will expedite and help ensure the proper action or credit upon processing.
• Customer is responsible for shipping charges to PEG’s Wharton Plant for all products being shipped back to
PEG. Products exchanged or replaced will be shipped by PEG to Customer, at PEG’s expense, using the
same shipping method as was used by Customer to ship the original products back to PEG. If the carrier
selected by Customer is not used by PEG, a comparable shipping method will be selected.
• Unless cleared by a PEG Manager, Customers will be charged re-stocking fees at the following rates:
Per 55 Gal Drum = $ 25
Per 275 Gal Tote = $125
Per 50 lbs Bag = $15
• Customer is responsible for all risk of loss and damage to products being shipped back to PEG. Please fully
insure return shipment in case of loss or damage. Please use a carrier that is able to provide you with proof of
delivery such as UPS, Federal Express or DHL. This is for your protection as well as to ensure quick action on
Return shipping address:
Prime Eco Group, Inc.
2933 HWY 60 S.
Wharton, TX 77488
• Failure to return a product in accordance with the foregoing terms and within the applicable return period is deemed to be an acceptance of the product.
If Customer receives damaged products; please refuse the products upon original delivery attempt. If damaged products are accepted from the carrier, such damage should be noted on the carrier delivery record. Please save the product and the original packaging and notify PEG immediately to arrange for a carrier inspection and a pick up of damaged products. Timely receipt of this information is necessary for PEG to file a damage claim.
Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the products, the interpretation or application of these Terms and Conditions of Product Sales or the breach, termination or validity thereof, the relationships which result from these Terms and Conditions of Product Sales (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), or PEG's or any of its Affiliates' advertising or marketing (collectively, a “Claim”) WILL BE RESOLVED, UPON THE ELECTION OF ANY OF PEG, CUSTOMER OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If arbitration is chosen by any party with respect to a Claim, neither PEG nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties involved. Notwithstanding any choice of law provision included in these Terms and Conditions of Product Sales, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place exclusively in Houston, Texas. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to PEG arising out of sales hereunder will be exclusively litigated in court rather than through arbitration.
Customer may not assign these Terms and Conditions of Product Sales, or any of its rights or obligations herein without the prior written consent of PEG. Subject to the restrictions in assignment contained herein, these Terms and Conditions of Product Sales will be binding to the benefit of the parties hereto and their successors and assigns. No provision of this Agreement will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The relationship between PEG and Customer is that of supplier of agent and not that of employer/employee, partnership or joint venture. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement. Notices provided under this Agreement will be given in writing and deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular mail or airmail to the address stated below, or one (1) day after such notice is sent by courier or facsimile transmission. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights.