Superflex Ltd.
Terms and Conditions of Sale
1. Acceptance
An order is accepted only when Superflex issues a written order acknowledgment or ships the goods. Any terms on a buyer’s purchase order or other document that add to or differ from these terms are rejected and do not become part of the contract, even if Superflex does not object to them individually.
2. Quotations and prices
Written quotations are valid for 30 days from their date unless stated otherwise. Prices are in U.S. dollars, exclusive of taxes, duties and freight, and are subject to change without notice for orders not yet acknowledged. Distributor price sheets supersede any price shown elsewhere. Typographical or clerical errors are subject to correction.
3. Taxes
Prices do not include sales, use, excise or similar taxes. Where Superflex is required to collect tax, it will be added to the invoice unless the buyer provides a valid resale or exemption certificate before shipment.
4. Payment
Payment terms are agreed with each customer and are stated on the order acknowledgment and invoice. Buyers without an established account are payable in advance or by credit card before shipment. Superflex may withhold shipments, require security or revoke credit at any time if the buyer’s financial condition or payment history warrants. Past-due balances accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and the buyer is responsible for reasonable collection costs.
5. Shipment, title and risk of loss
Unless otherwise agreed in writing, goods are sold F.O.B. Superflex’s facility in Elizabeth, New Jersey. Title and risk of loss pass to the buyer when the goods are delivered to the carrier. Freight is prepaid and added to the invoice, or shipped collect on the buyer’s carrier account, as the buyer directs. Claims for loss or damage in transit are the buyer’s responsibility and must be filed with the carrier; Superflex will assist with documentation.
6. Delivery
Shipping and delivery dates are estimates based on conditions at the time of acknowledgment and are not guaranteed. Superflex is not liable for delays caused by events beyond its reasonable control, including raw-material availability, carrier delays, labor disputes, weather, utility failures or government action. Partial shipments are permitted and will be invoiced as shipped.
7. Inspection and shortages
The buyer must inspect goods on receipt. Claims for shortages, incorrect items or visible damage must be made in writing within 24 hours of delivery, quoting the invoice or packing-list number. Goods not rejected within that period are deemed accepted.
8. Returns
Goods may be returned only with a Return Material Authorization (RMA) issued by Superflex and subject to the Returns policy. Custom lengths, custom colours, printed or private-label goods and any item made or cut to order are not returnable.
9. Cancellations and changes
Orders for stock items may be cancelled before shipment without charge. Orders for made-to-order goods may not be cancelled or changed once production has started without Superflex’s written consent, and the buyer is responsible for material and labor committed to the order.
10. Warranty
Goods are warranted solely as set out in Superflex’s Limited Warranty, which is incorporated in these terms. EXCEPT AS STATED THERE, SUPERFLEX MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of liability
Superflex’s total liability for any claim arising from a sale, whether in contract, tort or otherwise, is limited to the purchase price of the goods giving rise to the claim. IN NO EVENT IS SUPERFLEX LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, OR COSTS OF REMOVAL, REINSTALLATION OR SUBSTITUTE GOODS.
12. Product use and compliance
The buyer is responsible for determining that a product is suitable for its intended application and is installed in accordance with the applicable code, listing conditions and Superflex’s published instructions. Listings and certifications apply only to the specific part numbers and conditions stated in the listing file. Nothing on this site or in Superflex literature is engineering advice for a particular installation.
13. Intellectual property
Sealproof®, Rollerflex® and Superflex names, logos, catalogs, drawings and part-numbering are the property of Superflex Ltd. and may be used by buyers only to identify and resell Superflex goods.
14. Governing law
These terms and any sale are governed by the laws of the State of New Jersey, without regard to its conflict-of-law rules, and the parties submit to the jurisdiction of the state and federal courts located in Union County, New Jersey. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
15. Entire agreement
These terms, the order acknowledgment and the Limited Warranty are the entire agreement between Superflex and the buyer for the goods described in the acknowledgment. No modification is binding unless in writing and signed by an authorized representative of Superflex. If any provision is held unenforceable, the remainder stays in effect.