Terms and Conditions of Purchase - Carbide Recycling Program
Authorization
Seller represents that he, she, or it is the rightful owner of the Recyclable Carbide or is authorized by the rightful owner as an employee, representative or agent to transfer all right and title to the Recyclable Carbide via the transaction or transactions contemplated hereby.
Maximum Permissible Weight of Recyclable Carbide
The maximum weight of Recyclable Carbide that Seller may sell to Kennametal in any one-month period via the online Carbide Recycling Program is 5,000 lbs. All sales and prospective sales by the Seller in any one-month period must be aggregated to determine whether the maximum weight of 5,000 lbs. has been or will be exceeded. In the event that Seller desires to sell more than the maximum permissible weight of Recyclable Carbide to Kennametal, Seller must contact Kennametal at 1-866-227-2433 for approval and instructions.
Confirmation Number
Seller must show the confirmation number on the packing list, bill of lading, and all shipping papers, correspondence and containers.
Shipping Instructions
Recyclable Carbide is to be shipped in closed metal containers; no more than 1,000 lbs. of Recyclable Carbide shall be shipped in any single container.
Acceptance of Material; Confirmation of Weight
Upon receipt of the Recyclable Carbide, Kennametal will verify and confirm the weight of the Recyclable Carbide. Kennametal’s determination of the weight of the Recyclable Carbide is final and payment will be made according to the weight confirmed by Kennametal.
Price
Kennametal will honor the price quoted for a period of thirty (30) days. Kennametal reserves the right, in its sole discretion, to adjust the price paid for Recyclable Carbide that is received later than thirty (30) days.
Payment
Net 30 days if shipped to Henderson, NC.
Net 45 days if shipped to Fallon, NV.
Hazardous Material
Kennametal cannot accept delivery of hazardous materials. "Hazardous materials& consist of any substance or material that has been determined by the U.S. Secretary of Transportation to be capable of posing an unreasonable risk to health, safety, and property when transported in commerce, and which has been so designated. The term includes hazardous substances, hazardous wastes, marine pollutants, elevated temperature materials, materials designated as hazardous in the HMT, and materials that meet the defining criteria for hazard classes and divisions in 49 CFR 173 and any other applicable rules and regulations. Seller represents that none of the materials transmitted to Kennametal pursuant to the Carbide Recycling Program consist of Hazardous Materials. Seller will be solely responsible for, and agrees to indemnify Kennametal for, any and all costs incurred by Kennametal in disposing of Hazardous Material transmitted to Kennametal by Seller pursuant to the Carbide Recycling Program.
Defective or Non-Conforming Material
Recyclable Carbide must be free from contaminants, ceramics, cermets and steel. Upon receipt of materials from the Seller, Kennametal will determine if any material is defective or non-conforming. Kennametal shall have the right to reject any or all materials that are in Kennametal’s judgment defective or nonconforming. No payment will be made for defective or non-conforming materials. In addition to other rights or remedies available at law or equity, Kennametal may: (a) return the defective or non-conforming materials at Seller's risk and expense; or (b) arrange for the disposal of such defective or non-conforming materials at Seller's expense.
Force Majeure
Kennametal shall not be held responsible for acceptance of all or any part of materials tendered for delivery under this agreement if, due to federal, state or municipal action, statute, ordinance or regulation, acts of war, strike or other labor trouble, fire, windstorm or other incidents outside of Buyer's control, acceptance is impossible or impractical.
Indemnity
Seller shall defend and indemnify Kennametal, its employees, and agents against all damages, liabilities, claims, losses and expenses (including attorney's fees) from property damage, personal injury or death, or any economic loss arising out of, or resulting in any way from any act of omission of Seller, its agents, employees or subcontractors relating to the Recyclable Carbide purchased hereunder.
Governing Law; Disputes
These terms and conditions shall be construed and interpreted in accordance with the laws of Pennsylvania without regard to its provisions concerning conflicts of laws, choice of law, choice of forum, or principles that might otherwise refer construction or interpretation of such terms and conditions to the substantive law of another jurisdiction. In case of any dispute arising hereunder, the parties hereby irrevocably (a) submit themselves to the non-exclusive jurisdiction of the state and federal courts sitting in Pennsylvania and (b) waive the right and hereby agree not to assert by way of motion, as a defense or otherwise, in any action, suit, or other legal proceeding brought in any such court, any claim that it or he is not subject to the jurisdiction of such court, that such action, suit, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit, or proceeding is improper.
Entire Agreement
These terms and conditions constitute the exclusive terms and conditions of sale and purchase of the Recyclable Carbide between the parties. No other verbal or written understandings are part of the agreement between the parties. Any terms or conditions proposed by Seller that add to, vary from, or conflict with the terms herein are hereby objected to and shall be void. These terms and conditions may be modified only by written instrument executed by both parties.
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