GENERAL SALE TERMS AND CONDITIONS

GENERAL SALE TERMS AND CONDITIONS

1. These General Terms and Conditions of Sale for Products (hereinafter the “Sales Terms”) apply to the sale of Apel USA products (hereinafter the “Products”) to the __________________ (hereinafter the “Customer”).  Apel USA’s offer to sell the Products to the Customer and Apel USA’s acknowledgment of any purchase order or other Customer document (hereinafter the “Order”) is expressly limited to and expressly conditioned on the Customer’s acceptance of these Sales Terms.  The applicability of terms contained in the Customer’s Order is limited to the identification, and the quantity of the Products ordered. Apel USA objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms.

2. The Products are offered for sale under the terms and conditions contained herein.  The Product prices are listed in the relevant Apel USA price pages or Apel USA’s electronic order systems as of the date Apel USA processes the Customer’s Order.  For orders specifying future-dated shipments, Apel USA has the sole discretion to charge the price in effect on the date of the shipment.  

3. Order quantities must meet the stated minimums for the Products.  The Products are shipped per the statement on Apel USA order acknowledgment or invoice, or free delivery shipment in the absence of such statement. 

4. Standard payment terms are net 30 days from Apel USA’s invoice date unless a different period is stated on the invoice. Apel USA may require prepayment of any Order.  Any credit extended to the Customer is done at Apel USA’s discretion and subject to Apel USA credit requirements.  The customer may not make or take any deduction, set-off, or other adjustments without Apel USA’s prior written approval.

5. Any overdue payments shall bear interest at 1.5% per month or the maximum rate under the usury laws, whichever is less. The Customer shall reimburse Apel USA for all costs incurred in collecting any late payments, including, without limitation, the attorneys’ fees. In addition to all other remedies available under these Terms, at law, or equity (which Apel USA does not waive by the exercise of any rights hereunder), Apel USA shall be entitled to suspend the delivery of any Products if the Customer fails to pay any amounts when due hereunder or otherwise breaches these Terms. 

6. The Products will be delivered within a reasonable time after receiving the Customer’s purchase order, subject to availability. Apel USA shall not be liable for any delays, loss, or damage in transit.  Unless otherwise agreed in writing by the parties, Apel USA shall deliver the Products to the Customer’s location (hereinafter the “Delivery Point“) using Apel USA’s standard methods for packaging and shipping such Products. If the Customer requires alternative means of shipment, the Customer will pay any resulting costs. The Customer shall be responsible for all unloading costs and provide equipment and labor reasonably suited for receiving the Products at the Delivery Point. Under no circumstances will Apel USA be liable for the Customer’s failure to receive Products by a specific date.  

7. The Apel USA may, in its sole discretion, without liability or penalty, make partial shipments of Products to the Customer. Each shipment will constitute a separate sale, and the Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the Customer’s purchase order.  If for any reason the Customer fails to accept the delivery of any of the Products on the date fixed under Apel USA’s notice that the Products have been delivered at the Delivery Point, or if Apel USA is unable to deliver the Products at the Delivery Point on such date because the Customer has not provided appropriate instructions, documents, licenses or authorizations: 

1. Risk of loss to the Products shall pass to the Customer; 
2. The Products shall be deemed to have been delivered; and 
3. Apel USA, at its option, may store the Products until the Customer picks them up; after that, the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

8. The Customer must keep their account current at all times.  Apel USA may withhold shipments, payments, or other benefits and assess late fees and interest on past due amounts until the account balance is current.  Returns are subject to Apel USA’s applicable return products policy and require Apel USA’s authorization in advance.

9. Apel USA will re-sell the Products in compliance with the federal, state, and local laws applicable to each Product. The Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and any of Customer’s products that contain or are made using the Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate the applicable law or regulation, including, but not limited to, any applicable anti-bribery, anti-corruption, or anti-kickback law.

10. Apel USA may provide Product information, including technical data, specifications, recommendations, literature, and other materials (collectively “Product Information”) for the Customer’s convenience in the Customer’s selection of Products. The accuracy or completeness of the Product Information is not guaranteed and is subject to change without notice. No license under Apel USA or third-party intellectual property rights is granted or implied with this Product Information. The customer is solely responsible for evaluating and selecting Products and determining whether each product is fit for a particular purpose and suitable for the Customer’s use and method of application. 

11. The Products must be selected and used in compliance with applicable health and safety regulations and standards (e.g., U.S. OSHA, ANSI), as well as all the Product Information, user instructions, warnings, and other limitations, and the user must take any action required under any recall, field action, or further product use notice. If the Customer relabels the Product in any manner; or subdivides, repacks, or sells products in units smaller than as packaged by Apel USA; The Customer bears sole responsibility for meeting all applicable requirements (including packaging and labeling requirements) and for any resulting claims, losses, and damages.

12. Unless a different warranty is expressly specified on the applicable Product Information or Product packaging (in which case such warranty governs), Apel USA warrants that each Product meets Apel USA’s applicable Product specifications when Apel USA ships each Product.  Apel USA MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ARISING OUT OF A COURSE OF DEALING, PERFORMANCE, CUSTOM, OR USAGE OF TRADE.  Suppose a Product does not conform to this warranty. In that case, the Customer’s sole and exclusive remedy is, at Apel USA’s option, replacement of the non-conforming Product or refund its purchase price.  Apel USA has no obligation under this warranty concerning the Products modified or damaged by the Customer, including through misapplication, misuse, abuse, accident, neglect, or mishandling.  The customer must notify Apel USA within 30 days after receipt that it believes a Product is non-conforming. Failure to claim within thirty (30) days of receipt of the Products shall constitute a satisfactory performance by Apel USA and a waiver of all claims by the Customer.

13. Except for the limited remedy above, and except to the extent prohibited by law, Apel USA is not liable for direct, indirect, incidental, special, punitive, or consequential damages (including, but not limited to, lost profits, revenue, business, opportunity, or goodwill) that directly or indirectly arise from or relate to the Products, regardless of the legal or equitable theory asserted, including, but not limited to, warranty, contract, negligence, fraud, or strict liability.

14. The Products are sold for use or consumption within the United States only. If Apel USA authorizes the Customer in writing to export the Products outside of the U.S., the Customer; 

1. Assumes all responsibility for such Products, 
2. Will comply with all laws and regulations relating to the export and sale of Products outside the U.S., and 
3. Will adhere to all applicable Apel USA policies and procedures relating to the export of Products as a condition to purchase and export.

15. The Customer may cancel an Order only with Apel USA’s approval or written consent. In the event of an approved cancellation, and where Apel USA has incurred costs and expenses that cannot reasonably be recovered through the sale of the Products to another person or entity, the Customer will pay Apel USA for all such costs and expenses, which may include the cost of the products, freight, packaging, and other items dedicated to the Products. Apel USA may cancel a Customer’s Order without any obligation or liability upon notice to the Customer.

16. The Product prices do not include any applicable taxes, tariffs, duties, fees, or charges imposed by any governmental authority (hereinafter the “Transfer Taxes”). Transfer Taxes will be separately itemized on Apel USA’s invoice, and the Customers will be liable for their full payment. The Customer shall reimburse Apel USA for all taxes, excises, or charges that Apel USA may be required to pay to any government or governmental authority that is hereafter levied directly upon the production, sale, transportation, or use of any Good. Apel USA will not collect or remit any Transfer Taxes for which the Customer provides a valid tax exemption certificate. 

17. All non-public, confidential or proprietary information of Apel USA, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Apel USA to the Customer, whether disclosed orally or disclosed or accessed in writing, 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 Apel USA in writing. Apel USA shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: 

1. In the public domain; 
2. Known to the Customer at the time of disclosure, or 
3. Rightfully obtained by the Customer on a non-confidential basis from a third party.

18. Where Apel USA and the Customer have a specific agreement for the sale or supply of the Products, that agreement will control to the extent that Apel USA’s Agreement Terms are in addition to or conflict with these Sales Terms.  By ordering the Products using Apel USA order systems, the Customer agrees to be bound by all terms and conditions, program requirements, and other policies outlined in the applicable Apel USA price pages, order forms, or order systems.

19. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the State of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Virginia.

20. Suppose any term or provision of this Agreement is invalid, illegal, or unenforceable. Such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

21. Apel USA reserves the right to change its Sales Terms at any time without notice.
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