Terms and Conditions

STANDARD TERMS & CONDITIONS OF SALE

1. DEFINITIONS. As used in these Terms and Conditions, “Seller” means PolyMet Recovery, LLC. “Customer” means the purchaser of any of PolyMet Recovery’s Services (as defined below) and all others liable for their purchase price, and “Services” means the Services identified on the Purchase Order and performed and delivered by PolyMet Recovery.
2. ORDER ACCEPTANCE. Any such sales of PolyMet Recovery’s Services are expressly conditioned upon Customer’s assent to the Terms and Conditions as set forth herein. If the Terms and Conditions in the Customer’s order, or any other of Customer’s oral or written communications, are inconsistent with the Terms and Conditions contained herein, PolyMet Recovery’s acknowledgment, acceptance, or performance of said order shall not be construed as assent to any of the terms in Customer’s order. Printed material on the Customer’s forms shall not constitute a sufficient writing to modify these Terms and Conditions. No addition to or modification of the Terms and Conditions shall be binding upon PolyMet Recovery unless specifically agreed to by PolyMet Recovery in writing. In the event of any conflict between these Terms and Conditions and those submitted by Customer, the Terms and Conditions contained herein will prevail.
3. SHIPMENT TERMS. All Services are F.O.B. Akron, Ohio. Unless otherwise requested in writing by Customer, PolyMet Recovery shall select the carrier. Risk of loss passes upon delivery to the carrier and Customer must file any claim for damage in transit with the carrier. Customer assumes all risks of and responsibility for loss, damage, to, delay in shipment or non-delivery of the Services after their delivery to the point of destination. PolyMet Recovery assumes no responsibility to insure shipments unless requested to do so by Customer. Any insurance requested by the Customer will be at Customer’s expense.
4. PRICES AND PAYMENT TERMS. Prices stated in a Quotation are those currently in effect and are subject to change without notice. Customer agrees to pay, and Services will be invoiced at, prices prevailing at the time of performance. Unless otherwise expressly provided in these Standard Terms and Conditions (i), terms of payment are net cash payable at thirty (30) days from the date of shipment as evidenced by PolyMet Recovery’s invoice date, and (ii) no discounts, anticipation or allowances are permitted.
5. ASSURANCES. Customer warrants to PolyMet Recovery that Customer is solvent, that Customer is able and intends to pay each of its obligations when due, and that all checks, drafts and other items tendered to PolyMet Recovery in payment for delivery of its Services will be honored in accordance with PolyMet Recovery’s terms. Customer acknowledges that PolyMet Recovery relies upon Customer’s representations of its solvency to induce PolyMet Recovery to deliver its Services. As such, Customer agrees that PolyMet Recovery shall have the right to cancel any unperformed Service and cancel any future Service without notice to Customer in the event that Customer becomes insolvent, is adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business.
6. CLAIMS. Any claim concerning PolyMet Recovery’s Services that could be discovered by inspection upon delivery of said Services must be reported promptly in writing to the delivering carrier and to PolyMet Recovery. In the case of a claim against PolyMet Recovery, inspection shall be promptly arranged with PolyMet Recovery and, where appropriate, representatives of the carrier. Customer must settle any damage, loss or shortage occurring in transit with the common carrier without offset of or deduction from the purchase price of the Services affected. Customer shall set aside, protect, and hold those deliveries which are the subject of its claim without further processing until PolyMet Recovery has an opportunity to inspect its delivery and advise Customer of the disposition, if any, to be made of them. In no case shall any delivery be returned without first securing the written authority of PolyMet Recovery.
7. DELIVERY. Delivery dates specified are desired and not promised dates, however, PolyMet Recovery will make all reasonable efforts to adhere to the delivery dates furnished by the Customer. PolyMet Recovery shall not be liable for any damages, loss or expense of the Customer for failure to comply with any shipping or delivery dates for any reason whatsoever. By consenting to or accepting delivery of the Services, Customer waives any and all claims against PolyMet Recovery for damage by reason of any delay, whether subject to PolyMet Recovery’s consent or not.
8. LIMITATION OF LIABILITY. The current or subsequent uses of any items or parts to which PolyMet Recovery’s Services are applied are solely within the discretion and responsibility of the Customer and/or end user. Customer assumes any and all liability arising out of or in any way connected with the use of such Services and hereby agrees to indemnify PolyMet Recovery for such liability. PolyMet Recovery shall not be liable for incidental, consequential, or special damages, for costs of removal or disposal, or for costs of shipment. Under no circumstance shall PolyMet Recovery’s liability or Customer’s remedy for damages against PolyMet Recovery exceed the amount of the purchase price. The price stated for PolyMet Recovery’s Services is based upon and in consideration for limiting the PolyMet Recovery’s liability. Failure of Customer to give timely written notice of its claim shall bar Customer from any remedy. No claim or action arising out of these Terms and Conditions, Customer’s order, or other document pertaining to the Services may be brought by Customer unless Customer notified PolyMet Recovery within 30 days after delivery thereof and submitted a claim within twelve (12) months after the date of delivery of its performed Services. Customer will hold PolyMet Recovery harmless from and will be responsible for any loss, damage, or injury to persons or property arising out of the use of the Services supplied by PolyMet Recovery, and in no case will PolyMet Recovery be liable for special, indirect, or consequential damages. These limitations and exclusions will apply regardless of the form of action, including misrepresentation, negligence or gross negligence.
9. CHARGEBACK LANGUAGE. Customer agrees not to “chargeback” or debit sales orders without first contacting PolyMet Recovery’s Customer Service Department to discuss whether the alleged error resulting in Customer’s claim for a price adjustment was a sole, direct and proximate result of error or negligence on the part of PolyMet Recovery. Customer must prove by preponderance of the evidence that the damages allegedly sustained by Customer are the sole, direct and proximate result of PolyMet Recovery’s error or negligence. Customer agrees that any disputes cannot resolved amicably between PolyMet Recovery and Customer shall be submitted to binding arbitration in Cleveland, Ohio under and subject to the laws of the State of Ohio. Under no circumstances shall a chargeback occur or sales order debited without first contacting PolyMet Recovery relative to the above procedure. In the event Customer debits a sales order without first following the above provisions, PolyMet Recovery shall be entitled to recover damages, including attorney’s fees and interest, on the debited amount.
10. CONDITIONS NOT WAIVED. PolyMet Recovery’s failure to enforce or declare a default of breach with respect to any particular term or condition listed in these Terms and Conditions shall not constitute a waiver of PolyMet Recovery’s right to enforce or be protected by any other terms or conditions or, on a subsequent occasion, that particular term or condition.
11. ALTERATION OF TERMS AND PAROL EVIDENCE. The Terms and Conditions set forth herein are intended by the Customer and PolyMet Recovery as a final expression and complete and exclusive statement of their agreement, and may be varied or modified only as provided for herein.

12 INVALID TERM. The validity of any term within these Terms and Conditions shall not affect any other of its terms.

13. ARBITRATION. Any dispute related to or arising from these Terms and Conditions on which an amicable understanding cannot be reached, to the maximum extent allowed by law and irrespective of the type of relief sought, shall be submitted to and resolve any arbitration, and such arbitration shall be the sole remedy for such matter. Such arbitration shall be heard and conducted in Cleveland, Ohio and shall be conducted expeditiously and confidentially in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as such rules shall be in effect on the date of delivery of demand for arbitration, with the exception that the arbitrator may not award any punitive or exemplary damages or any damages other than compensatory. The award rendered may be entered by any court having jurisdiction thereon.
14. GOVERNING LAW. These Terms and Conditions and any sale hereunder shall be governed by and construed in accordance with the internal laws and not the conflict law rules of the State of Ohio.
15. INSURANCE OF GOODS. PolyMet Recovery Ltd does not insure customer goods. If you would like us to insure your goods while on our premises, please provide us in writing with the value of your goods. We will then advise you in writing of the cost to insure them. This process cannot be modified verbally.