Terms of Service

Except as otherwise agreed in a writing signed by Buyer and DEKITNW LLC, the appropriate DEKITNW LLC sales order acknowledgment, together with these terms and conditions, constitute the entire Agreement between DEKITNW LLC and Buyer relating to the sale of such goods by DEKITNW LLC. Terms or conditions contained in any document issued by Buyer that in any manner purport to alter, modify, change, suspend, or add to any term or condition contained herein shall be deemed excluded from such Buyer document and waived by Buyer. DEKITNW LLC and Buyer expressly agree that DEKITNW LLC may modify these terms and conditions from time to time, and such modifications shall be binding upon Buyer.

The purchase price of the goods shall be as stated on the face of the applicable DEKITNW LLC sales order acknowledgment, provided, however, that if DEKITNW LLC announces a general price increase, the purchase price shall be revised to include such price increase. DEKITNW LLC may, in its sole discretion, add a surcharge to the price of goods predicated upon increases in the cost of raw materials or energy. Such surcharge may be adjusted by DEKITNW LLC periodically to reflect a change in such costs.

Buyer cannot modify, cancel, or otherwise alter orders without DEKITNW LLC’s written consent. Any such cancellation, modification, or alteration shall be subject to conditions as negotiated at such time, which shall include the protection of DEKITNW LLC against loss.

All deliveries are EXW (Incoterms 2010) loaded from various DEKITNW LLC shipping facilities freight prepaid or freight collect to destination. If shipped freight is prepaid, the charge for freight will be added to the invoice. Neither freight charges nor tax is subject to any discount—title and risk of loss pass upon delivery. Risk of loss or damage in transit shall be borne by Buyer, and claims shall be made directly with carrier. Buyer may pick up the goods at DEKITNW LLC shipping facility provided Buyer does so within 10 days after the date Buyer is notified of the availability of goods. DEKITNW LLC reserves the right to ship without further notification at any time after the 10-day period. Buyer shall indemnify and hold harmless DEKITNW LLC from and against any claims, damages or liabilities suffered by DEKITNW LLC resulting from any acts or omissions of carrier.

Delivery dates are approximate. DEKITNW LLC shall not be responsible for non-shipment of goods or delays in delivery or performance due to causes beyond its reasonable control, including, but not limited to, acts of God; acts of Buyer; strikes or other labor disturbances; DEKITNW LLC inability to obtain, or material increases in the cost of, fuel, raw materials or parts; delays in transportation; repairs to equipment; fires; or accidents. Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim for damages on account of non- shipment or delays in delivery or performance.

SUBJECT TO STANDARD MANUFACTURING VARIATIONS, DEKITNW LLC WARRANTS THAT THE GOODS FURNISHED HEREUNDER SHALL MEET SPECIFICATIONS SET FORTH ON THE FACE OF THE APPLICABLE DEKITNW LLC SALES ORDER ACKNOWLEDGEMENT. DEKITNW LLC MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, AND SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR OR GENERAL PURPOSE.

No claim for damages for goods that do not conform to specifications will be allowed unless DEKITNW LLC is given immediate notice after delivery of goods to the first destination to which they are shipped and allowed an opportunity to inspect them. Goods for which damages are claimed shall not be returned, repaired, or discarded without DEKITNW LLC’s written consent. BUYER’S EXCLUSIVE REMEDY AGAINST DEKITNW LLC, AND DEKITNW LLC SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, CONDITION, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO DEKITNW LLC’s REPLACING GOODS THAT DO NOT CONFORM TO SPECIFICATIONS.

OR, AT DEKITNW LLC’s OPTION, REFUNDING THE PURCHASE PRICE. IN NO EVENT SHALL DEKITNW LLC HAVE ANY LIABILITY FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS IN QUESTION, NOR SHALL DEKITNW LLC HAVE ANY LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL, COLLATERAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

DEKITNW LLC may, at its sole discretion, assign any credit manager to Buyer’s account. All credit information supplied to DEKITNW LLC will be available for use by any DEKITNW LLC affiliate and or subsidiary for the purpose of determining credit worthiness. If, in DEKITNW LLC opinion, Buyer’s credit becomes impaired, DEKITNW LLC may suspend performance until such time as DEKITNW LLC has received full payment for any goods already delivered or in process and is satisfied (in its sole discretion) as to Buyer’s credit for future deliveries. If DEKITNW LLC suspends performance and later proceeds with such order, DEKITNW LLC shall be entitled to such extension of time for performance as is necessitated by the suspension.

All taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax DEKITNW LLC is required to collect or pay with respect to the production, sale, or shipment of goods sold to Buyer shall be the responsibility of Buyer. Buyer agrees to pay all such taxes and further agrees to reimburse DEKITNW LLC for any such payments made by DEKITNW LLC.

Checks or payments, whether full or partial, received from or for the account of Buyer, regardless of writings, legends, or notations upon such checks or payments, or regardless of other writings, statements, or documents, shall be applied by DEKITNW LLC against any amount owing by Buyer with full reservation of all of DECKITNW LLC’s rights, without an accord and satisfaction of Buyer’s liability. Buyers understand that your general credit terms are NET 30 DAYS and agree to make payments within those terms.

In the event Buyer fails to make payment to DEKITNW LLC, or any affiliate of DECKITNW LLC, of any amounts due and owing to DECKITNW LLC or such affiliate (including any applicable surcharge or freight charge), DEKITNW LLC shall have the right to terminate any Buyer order or any unfulfilled portion thereof, and DEKITNW LLC or any affiliate thereof may terminate any other agreement between DEKITNW LLC or such affiliate and Buyer. DEKITNW LLC may charge interest on the outstanding balance at a monthly rate of 3% both before and after judgement and continuing until paid. DEKITNW LLC shall have the right to employ an agent to collect the balance due, and Buyer agrees to pay all collection costs incurred by DEKITNW LLC, including its reasonable legal fees.

This Agreement shall be governed by the laws of the state in which DEKITNW LLC’s shipping facility is located and the federal laws applicable therein. Buyer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts of that state for any litigation which may arise out of or be related to this Agreement. Buyer waives any objection based on forum non convenient or any objection to venue of any such action.

DEKITNW LLC reserves the right to enforce these terms and conditions at any time and none shall be deemed waived unless such waiver is in writing signed by a duly authorized officer of DEKITNW LLC. All rights and remedies granted herein are in addition to all remedies available at law or in equity.

The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language only.