These Terms and Conditions are an agreement (“Agreement”) between Sealing Devices Inc. (hereafter “Sealing Devices”, “we”, “us” or “our”) and each user (“you” or “your”) of the website and products and services (“Services”) sold by Sealing Devices.
2. Personal Information
3. Changes to the Terms of Service
Sealing Devices reserves the right, at our sole discretion, to revise or replace this Agreement at any time. For instance, we may need to change this Agreement if a new feature to the website is launched or new Services are offered. It is your responsibility to check for changes to this Agreement. If you do not agree to the new terms, you must discontinue use of the website and you should not purchase any additional Services. If you continue to use the website or purchase Services after the revised terms go into effect, then you have accepted the changes to this Agreement.
4. Order Acceptance
The sale of Services by Sealing Devices to the purchaser is governed by this Agreement, together with order specific terms agreed to in writing by the parties relating to pricing, quantity, specifications, delivery schedules and locations (collectively, “Contract”).
(a) No alterations to the Contract shall be binding unless agreed to in writing by both parties. Should Sealing Devices by any words, acts or writing, waive or be deemed to have waived any provisions of the Contract, or should Sealing Devices fail to insist upon performance by purchaser of one or more of the terms herein, such action or failure on Sealing Devices’ part will in no way be deemed to constitute a waiver of any other terms contained in the Contract.
(b) All orders received from purchaser are subject to acceptance by Sealing Devices, unless the quotation specifies that it is a bid in response to an invitation in which event the order or award shall constitute acceptance of the bid in accordance with the bid terms.
(c) Terms and conditions on the purchaser’s order form that are at variance with the Contract, are binding on Sealing Devices only if specifically accepted by Sealing Devices in writing.
(d) Orders accepted by Sealing Devices cannot be cancelled by purchaser except with Sealing Devices’ written consent and upon terms that will indemnify Sealing Devices against loss.
Prices quoted by Sealing Devices are valid for thirty (3) days from the date of quotation. Unless otherwise stated, legal delivery and prices are F.O.B. Sealing Devices’ plant. Prices do not include transportation costs. Taxes are not included in price except where otherwise prohibited by law. All sales, excise, use or similar taxes or charges by the federal, any foreign or any state or local government, which Sealing Devices may be required to pay or collect, shall be in addition to price stated and shall be paid by purchaser, unless valid exemption certificate is furnished therefore.
You agree to pay in U.S. Dollars all invoiced amounts within thirty (30) days from date of Sealing Devices’ invoice. Sealing Devices may demand payment in advance of shipment if, in its sole discretion, the credit or financial condition of purchaser is, or is about to become, impaired.
Where purchaser requests delay in shipment, Sealing Devices may bill for Services when ready for shipment. If material is not ordered out within sixty (60) days after Services are ready, Sealing Devices may bill reasonable storage charges.
7. Shipping and Delivery
Shipping dates are approximate only and subject to change. Sealing Devices will use reasonable efforts to deliver Services on time; however, Sealing Devices will not be liable in damages or otherwise delays or failure in performance when caused by circumstances, of every nature and description and however arising, beyond Sealing Devices’ reasonable control.
Sealing Devices will provide commercial packaging, adequate under normal conditions, to protect Services in shipment and identify the contents. Should purchaser request any special packaging, it will be done at purchaser’s expense. All Services will be shipped via the cheapest or most expeditious means of commercial transportation under the circumstances, unless purchaser indicates otherwise. Claims for loss or damage in transit must be pursued with the commercial transportation company by the purchaser.
8. Rejections and Returns
Purchaser will be deemed to have inspected and accepted any shipment under the Contract if, within thirty (30) days of purchaser’s receipt of Services, purchaser has not notified Sealing Devices in writing that such Services are rejected and the grounds therefore. No Services may be returned by purchaser for any reason without Sealing Devices’ prior written Return Material Authorization approval.
9. Termination by Sealing Devices
In addition to any other rights of Sealing Devices to terminate or suspend the Contract, Sealing Devices may, upon written notice to purchaser, immediately terminate or suspend all or any part of the Contract without any liability to purchaser, (a) if purchaser (i) repudiates, breaches, or threatens to breach any terms of the Contract, (ii) fails to accept or threatens not to accept Services in accordance with the Contract, or (iii) fails to make timely payment, or (b) upon the occurrence or threat of insolvency or bankruptcy of purchaser. Upon termination of the Contract by Sealing Devices: (A) Sealing Devices shall be relieved of any further obligation to purchaser (B) purchaser shall be liable to Sealing Devices for the immediate payment of amounts then billed to date by Sealing Devices to purchaser; (C) purchaser shall purchase and pay Sealing Devices immediately for all unique raw materials, work in process and finished goods under the Contract; (D) purchaser shall reimburse Sealing Devices for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Services; and (E) purchaser shall immediately reimburse Sealing Devices for all preparation and other expenses incurred by it or its sub-contractors in connection with the Contract and for all other losses or costs arising from termination.
10. Termination by Purchaser
If Sealing Devices fails to perform any material obligation under the Contract or delivers Services after an agreed upon delivery date, and, if the nonperformance can be cured but Sealing Devices fails to cure the non-performance within thirty (30) days after written notice from purchaser, purchaser may terminate this Contract without further obligation. Otherwise, upon giving notice to Sealing Devices not less than ninety (90) days prior to shipment purchaser may cancel any purchase order or scheduled delivery under the Contract, in which case, (a) Sealing Devices will be relieved of any further obligation to purchaser; (b) purchaser will pay all amounts then due; (c) purchaser will purchase and pay Sealing Devices immediately for all unique raw materials, work in process and finished goods under the Contract; and (d) purchaser shall reimburse Sealing Devices for any unreimbursed and unamortized research and development costs, capital equipment, and supplies that are unique to the Services.
11. Special Tooling
All special tooling required to produce Services shall remain the property of Sealing Devices unless specific arrangements are otherwise made. In any case, Sealing Devices’ responsibility is limited to proper design, proper handling in manufacture and storage, and adequate insurance. The purchaser is responsible for costs resulting from: (1) alterations requested by purchaser; (2) major repairs or replacement caused by normal wear; (3) additional costs incurred when new factors are introduced such as shorter lead time and/or increased rate of delivery.
In the event that samples are furnished to purchaser, Sealing Devices will not assume any liability in connection with furnishing or use thereof and there will be no agreement or warranty collateral to, or affecting, the furnishing of such samples.
13. Prohibited Uses
You shall not use the website or Services sold by Sealing Devices: (1) in a manner inconsistent with this Agreement; (2) in any way that violates any applicable federal, state, local, or international law or regulation; (3) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (4) to transmit, or procure the sending of, any advertising or promotional material, including any “spam” or any other similar solicitation; (5) to impersonate or attempt to impersonate Sealing Devices, a Sealing Devices employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); or (6) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the website, or which, as determined by us, may harm Sealing Devices or users of the website or expose them to liability.
Additionally, you agree not to: (1) use the website in any manner that could disable, overburden, damage, or impair the website or interfere with any other party’s use of the website, including their ability to engage in real time activities through the website; (2) use any robot, spider, or other automatic device, process, or means to access the website for any purpose, including monitoring or copying any of the material on the website; (3) use any manual process to monitor or copy any of the material on the website or for any other unauthorized purpose without our prior written consent; (4) use any device, software, or routine that interferes with the proper working of the website; (5) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (6) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the website, the server on which the website is stored, or any server, computer, or database connected to the website; (7) attack the website via a denial-of-service attack or a distributed denial-of-service attack; or (8) otherwise attempt to interfere with the proper working of the website.
14. Third-Party Content and Websites
The information presented on or through the website is made available solely for general information purposes, some of which is provided by third parties (“Third-Party Content”). We do not warrant the accuracy, completeness, or usefulness of this information, including Third-Party Content. Any reliance you place on such information is strictly at your own risk. All statements and/or opinions expressed in these materials, and all articles and responses to questions, and other content, other than the content provided by Sealing Devices, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Sealing Devices. We are not responsible, or liable to you or any third party, for the content or accuracy of any Third-Party Content.
15. Ownership of Website
The website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Sealing Devices, its licensors, or other providers of such material and are protected by copyright and other intellectual property laws of the United States and/or other countries.
This Agreement permits you to use the website for your personal, non-commercial use only, including printing copies of the website for personal use or storing files on your computer for personal use. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website. You also must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this website. No right, title, or interest in or to the website or any content on the website is transferred to you, and all rights not expressly granted are reserved by Sealing Devices. Any use of the website not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.
Should the goods furnished by Sealing Devices be of such a nature that the design therefore is supplied by you, or should the goods be labeled or marked with a trademark or trade name requested by you, you agree to defend Sealing Devices in any action, either civil or criminal, brought against you by any third party, for the infringement or misuse of any such patents or trademarks, and you further agrees to hold Sealing Devices harmless from any damages or loss resulting therefrom.
17. Export Controls
The commodities, materials and related information covered by the Contract are subject to the export control laws of the U.S. The purchaser shall not knowingly sell, export, transfer or dispose of, whether directly or indirectly, the commodities, materials, and related information covered by the Contract to countries designations, or end-users that are prohibited under U.S. law. Further, purchaser shall not commit to any order placed by or for any firm which is disallowed under U.S. law. Any orders originating from, or which will result in delivery to, prohibited individuals or entities located within or controlled by any country subject to restrictions under U.S. export control laws, may not be filled without prior authorization and approval of the U.S. government.
18. Limited Warranty for Services
Sealing Devices warrants that any of its Services, which upon examination is found by a Sealing Devices’ representative to be defective in either workmanship or material under normal use, will be, at Sealing Devices’ option, repaired or replaced free of charge including lowest transportation charges, but not cost or installation or removal, or have the purchase price refunded, provided that Sealing Devices receives a written claim specifying the defect within ninety (90) days from date of distributor sale or one (1) year from date of factory shipment, whichever occurs first. In no event shall Sealing Devices be liable for any claims, whether arising from breach of contract or warranty or claims of negligence or negligent manufacture, in excess of purchase price. ALL OTHER WARRANTIES EXPRESSED AND IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE ARE HEREBY DISCLAIMED. The foregoing expresses all of Sealing Devices’ obligations and liabilities with respect to the quality of Services furnished by it and it shall under no circumstances be liable for consequential, collateral or special losses or damages.
19. Disclaimer of Warranties for Technical Advice
Unless otherwise agreed to in writing, any technical advice furnished by Sealing Devices to purchaser before or after delivery of the Services is provided “as is” and on a gratuitous basis, without charge, and on the basis that it represents Sealing Devices’ good faith judgment, but without warranty of any kind, and is accepted at purchaser’s sole risk.
20. Disclaimer of Warranties Related to the Website
YOUR USE OF THE WEBSITE AND ITS CONTENT IS AT YOUR OWN RISK. THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SEALING DEVICES NOR ANY PERSON ASSOCIATED WITH SEALING DEVICES, MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. SEALING DEVICES DOES NOT WARRANT OR REPRESENT THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
21. Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SEALING DEVICES, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SERVICES OBTAINED FROM SEALING DEVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
If the parties have entered into a Confidentiality or Non-Disclosure Agreement (“NDA”), the terms and conditions of the NDA shall apply and control for confidentiality obligations between the parties. In connection with the Contract, purchaser may have access to Sealing Devices’ confidential information, including without limitation inventions, developments, know-how, specifications, business plans, results of testing, systems, financial information, product information, methods of operation, customer information, supplier information and compilations of data (“Sealing Devices’ Confidential Information”). Purchaser shall use Sealing Devices’ Confidential Information only for the purposes contemplated under the Contract and shall not disclose it to third parties. Purchaser shall maintain the confidentiality of Sealing Devices’ Confidential Information in the same manner, but in no event less than the manner, in which it protects its own confidential information. Purchaser is permitted to disclose Sealing Devices’ Confidential Information to its employees and authorized sub-contractors on a need to know basis only, provided that such employees and authorized sub-contractors have written confidentiality obligations to purchaser no less stringent than the confidentiality obligations in this Section. Upon termination of the Contract, purchaser shall return Sealing Devices’ Confidential Information and shall not use such information for its own or any third party’s, benefit. Purchaser’s confidentiality obligations shall survive termination of this Contract for so long as Sealing Devices’ Confidential Information remains confidential. In order to assure that Sealing Devices is able to obtain the full benefit of the restrictions set forth in this Section, Sealing Devices shall be entitled to injunctive relief, including but not limited to, emergency, preliminary, temporary and permanent injunctions, from any court of competent jurisdiction as may be necessary to enjoin any violation of the foregoing covenants, without the necessity of proving immediate irreparable harm or an adequate remedy at law.
24. Contract Work
Purchaser and Sealing Devices are independent contractors and nothing in the Contract makes either party the agent or legal representative of the other party for any purpose. Neither party has authority to assume or create any obligation on behalf of the other party.
25. Governing Law and Jurisdiction
This Contract, and any disputes arising out of or related hereto, shall be governed exclusively by the laws of the State of New York, without regard to its conflicts of laws rules. The state and federal courts located in the City of Buffalo and County of Erie, New York shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. If there is any conflict or inconsistency between any provision of this Agreement and any provision of any applicable law, the latter shall control.
26. Users from Other Jurisdictions
The website and business operations of Sealing Devices are controlled and operated from the United States. We do not represent or warrant that the website is appropriate, lawful, or available for use in any particular jurisdiction. Those who choose to access the website or purchase Services do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations, and are subject to United States export controls in connection with your use of the website and products and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports.
27. Waiver and Severability
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Whenever possible, each provision of this Agreement shall be interpreted to be effective and valid under applicable law. If, however, any such provision shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder of such provision, or any other provision of this Agreement, being prohibited or invalid.
29. Entire Agreement
30. Force Majeure
Neither Party will be responsible for failure or delay of performance if caused by: any pandemic, quarantine, an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; or other event outside the reasonable control of the obligated Party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.
Except as provided by any applicable law, you are solely responsible for all fees and disbursements of any attorney or other advisor retained by you in connection with enforcing this Agreement.
32. Our Contact Information
This website is operated by Sealing Devices, Inc. which is located at 4400 Walden Avenue, Lancaster, NY 14086. All feedback, comments, requests for technical support, and other communications relating to the website should be directed to:
Phone: (716) 684-7600