The following are the Terms and Conditions of Sale applicable to Emalgom’s sale of products:

1. DEFINITIONS

The term "Seller" as used herein shall refer to Emalgom, LLC. The term "Buyer" as used herein shall refer to the customer designated on a Seller order acknowledgment (“Order Acknowledgement”) which contains or incorporates by reference these Standard Terms and Conditions for Sale. The terms “Product” or “Products” refer to the goods or Services (as defined hereinafter) sold by Seller described on a Seller Order Acknowledgement. Where applicable as documented in Seller’s Order Acknowledgement, “Services” may refer to non-recurring engineering services and/or development of tooling. The term "contract" as used herein shall refer to the terms, conditions and warranties contained in this document.
 

2. PRODUCTS AND SALE TERMS

Buyer agrees to purchase and Seller agrees to sell Products specified in Seller’s Order Acknowledgement under the terms of this document. Any terms or conditions in addition to or different from this document asserted by Buyer as applicable to this transaction, in a purchase order, on a web site, or otherwise incorporated by reference (including general or special conditions, plans, specifications, drawings, samples, or quality standard), are inapplicable and rejected by Seller. Buyer shall be deemed to have so assented unless Buyer notifies Seller to the contrary in writing within ten (10) days of receipt of this document. If for any reason Buyer should fail to accept these terms in writing, any conduct by Buyer which recognizes the existence of a contract pertaining to the subject matter hereof, including payment and/or acceptance of Products, shall constitute an acceptance by Buyer of this document and all of its Standard Terms and Conditions of Sale.
 

3. PRICES

Although it is Seller's practice to provide as much advance notice as possible, prices are subject to change without notice and adjustment to Seller's prices in effect at time of order placement. Unless otherwise specified by Seller, prices are for the specific quantity stated and do not include taxes nor charges for transportation, insurance, special packaging, or marking. Prices for any undelivered goods or services may be increased by Seller in the event of any increase in the cost to Seller beyond Seller's control.
 

4. PAYMENT

(a) Payment will be made according to agreed upon terms: credit card, wire transfer, or check.

(b) Checks are accepted subject to collection and the date of collection shall be deemed the date of payment. Any check received from Buyer may be applied by Seller against any obligation owing by Buyer to Seller, under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Buyer's liability for any additional amounts owing by Buyer to Seller; and the acceptance by Seller of such check shall not constitute a waiver of Seller's right to pursue the collection of any remaining balance.

(c) Buyer agrees to pay the entire net amount of each invoice rendered by Seller pursuant to the terms of each such invoice without offset or deduction.
 

5. TIMES

(a) Standard payment terms require receipt of cash in advance of performance for all new accounts. In the event that the Seller extends credit to the Buyer, the following additional terms set forth in (b)-(e) below are hereby agreed to be applicable. Application for credit is subject to approval by Seller.

(b) Buyer agrees to keep the account current and agrees to pay each invoice according to its terms from the date of invoice. Buyer agrees to provide funds in advance if their account has large disbursements that exceed the established credit limit. The amount of credit extended to the Buyer is subject to periodic review and any decision to increase, decrease or revoke the amount of credit granted to the Buyer shall be at the sole discretion of the Seller.

(c) Seller reserves the right to require payment in advance or C.O.D. or otherwise modify credit terms either before or after shipment of any or all of the goods specified herein, if, for any reason, Buyer's credit is or becomes objectionable to Seller. If Seller believes in good faith that Buyer's ability to make the payment called for by this contract is or may be impaired, Seller may cancel this contract or any remaining balance thereof, without incurring any liability. Buyer remains liable to pay for any goods already shipped.

(d) In the event that the Buyer fails to keep the account current, all amounts owed by the Buyer shall immediately become due and payable. The Buyer shall also become indebted to the Seller for costs of collection, including reasonable attorney fees, which arise if payment terms are not met. Said invoices not paid by maturity date will have a 1‑1/2% per month late payment charge assessed against any unpaid balance from the due date of the invoice until the date of payment.

(e) If any indebtedness remains unpaid for thirty (30) days after the demand for payment, the Seller may, in addition to any other rights it has under other agreements and/or applicable law, exercise any or all of the rights of a secured party and forward Buyer to collections.
 

6. TAXES

Unless otherwise agreed in writing, Buyer shall be responsible for the payment of any and all Federal, state and local sales, use, and excise taxes and all other taxes and charges assessed in connection with sales made under this contract.
 

7. SHIPMENT

In the absence of specific instructions, Seller will select the carrier for shipment. Title to the goods shall pass to Buyer upon delivery thereof by Seller to the carrier; thereupon, Buyer shall be responsible for the goods. Transportation from the point of origin, handling and insurance are at the cost of Buyer. Goods held for Buyer, or stored for Buyer, shall be at the risk and expense of Buyer. Claims against Seller for shortages must be made within 10 days after arrival of shipment.
 

8. DELIVERY

All delivery dates are approximate. Seller will use commercially reasonable efforts to fill orders according to the delivery dates acknowledged by Seller. Delivery may be made in installments. Default or delay by Seller in shipping or delivering the whole or any part or installment of the goods or services under this contract shall not affect any other portion thereof.
 

9. INSPECTION

Unless Buyer notifies Seller in writing within ten (10) calendar days from the date of shipment of any goods or services that said goods or services are rejected, they will be deemed to have been accepted by Buyer. In order for the notice of rejection to be effective, it must also specify the reason(s) why the goods or services are being rejected.
 

10. LIMITED WARRANTY

(a) Seller warrants to Buyer that for a period of 12 (twelve) months from the
date of shipment of the Goods ("Warranty Period"), that such Goods will materially
conform to Seller's published specifications in effect as of the date of shipment under the corresponding Individual Transaction and will be free from defects in material and
workmanship. Seller reserves any customary or technically unavoidable deviations from physical and chemical quantities.

Seller’s sole obligation to Buyer in connection with sale of Seller’s goods under this warranty, or for any claim or legal action brought by Buyer or any third party, shall be limited to replacement of the goods or refund of the purchase price, at Seller’s option.

(b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(a), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(c) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
 

11. EXCUSABLE DELAYS

In addition to any excuse provided by applicable law, Seller shall not be charged with any liability for delay, non-delivery or failure to perform any of its obligations herein arising from any event beyond Seller's control, whether or not foreseeable by either party, including but not limited to, delays of suppliers, labor disturbance or strike, war, terrorism, epidemic, pandemic, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, inability of Seller to obtain materials, shortages of materials, and other causes or events beyond Seller's control, whether or not similar to those enumerated above.
 

12. ORDERS

(a) Each Buyer order for Products is subject to acceptance in writing by Seller. No order will vary these terms.

(b) Order Changes ‑ Buyer is liable for the costs of any changes to the goods, services, delivery schedule or specifications requested by Buyer and agreed to by Seller.
 

13. TERMINATION

Except as otherwise agreed in writing, Buyer shall not have the right to terminate or reschedule all or any portion or installment of the Products covered by this contract without the written consent of Seller.
 

14. BUYER'S DEFAULT

Payment as required by the terms of this contract must be made when due regardless of any claim by Buyer. Failure by Buyer to pay the purchase price when due, or otherwise to perform this contract, shall give Seller the unlimited right, without liability, to take possession of the Products, with or without notice, and to have all of the remedies of a secured party under the Uniform Commercial Code of the State of North Carolina. In addition, Seller, at its option by giving written notice to Buyer of its election to do so, may, cancel any undelivered portions thereof and/or demand immediate payment of all outstanding bills of Buyer. All rights and remedies of Seller shall be cumulative and may be exercised successively or concurrently without impairing Seller's security interest in the goods. Buyer agrees to pay Seller reasonable attorneys' fees and legal expenses incurred by Seller in exercising any of its rights and remedies upon default in such amount as is permissible under law. All the foregoing is without limitation or waiver of any other rights or remedies available to Seller according to law or otherwise.
 

15. GOVERNING LAW AND VENUE

This contract shall be construed and interpreted in accordance with and governed by the laws of the State of North Carolina, excluding its conflict of law rules. The Parties hereby agree that the state and federal courts with jurisdiction over disputes arising in Gaston County, North Carolina will have exclusive jurisdiction over any matter arising under this Agreement. Notwithstanding the foregoing, Seller may, in its sole discretion, bring suit to enforce its rights under this Agreement in the venue and under the governing law of any jurisdiction in which action or inaction of the Supplier is sought or in which Seller-owned assets are located.

16. NOTICES

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Order Acknowledgment or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), e-mail or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
 

17. GENERAL

(a) This contract contains the entire agreement between the parties and supersedes any prior or contemporaneous oral or written agreements or communications between them relating the subject matter thereof.

(b) Buyer agrees to comply with all applicable export laws, regulations and orders. Specifically, but without limitation, Buyer agrees that it will not resell, re-export or ship, directly or indirectly, any Products or technical data in any form without obtaining appropriate export or re-export licenses. Buyer acknowledges that the applicable export laws, regulations and orders may differ from item to item and/or from time to time.

(c) This contract may not be assigned, modified, or terminated without Seller's prior written consent, and any attempt to assign, modify or terminate without such consent shall be absolutely void.

(d) No delay or omission to exercise any right, power or remedy accruing to Seller upon breach or default by Buyer under this contract shall impair any such right, power or remedy of Seller, or shall be construed as a waiver of any such breach or default, or any similar breach or default thereafter occurring; nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default. All waivers must be in writing.

(e) No amendments to or modifications of the provisions of this contract will be valid and binding upon Seller unless in writing and signed by an authorized representative of Seller.

(f) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, 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.

(g) Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidentiality, Governing Law, Submission to Jurisdiction and Survival.

Textiles
Adhesives
Polyurethane Foam
Personal Protection Equipment

Phone: 336-905-0171
Email: [email protected]
Mailing Address:
P.O. Box 1682 Kings Mountain, NC 28086

Terms & Conditions

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