Terms & Conditions of Sale

Acceptance and Use

These Terms and Conditions of Sale (“Sale Terms”) are incorporated by reference into our Terms of service and are binding on you (the “Customer,” “you,” or “your”). These Sale Terms apply to all quotation requests, quotations, Orders (as defined below), and sales that:

arise under or through the website pgfsuperabrasives.com (the “Site”) operated by PG&F Superabrasives Royersford LLC (“PG&F”), or
arise from any other electronic inquiry you submit.

An “Order” is a binding agreement for the purchase and sale of products that forms when PG&F issues a written order acknowledgment (an “Order Acknowledgment”) in response to a quotation request, purchase order, or other submission from Customer. No quotation request, purchase order, or other submission by Customer—regardless of how submitted—is binding on PG&F or constitutes an Order unless and until PG&F issues an Order Acknowledgment.

YOUR SUBMISSION OF A QUOTATION REQUEST OR ORDER CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THESE SALE TERMS, THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT, AND THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO AGREE TO THESE SALE TERMS. THESE SALE TERMS SUPERSEDE ANY TERMS AND CONDITIONS IN ANY QUOTATION REQUEST, PURCHASE ORDER, OR ANY OTHER COMMUNICATION RECEIVED FROM CUSTOMER.

These Sale Terms are subject to change at any time, without notice, in PG&F’s sole discretion. Any changes will take effect as of the “Last Updated” date at the top of this page. Your specific Order will be governed by the Sale Terms posted on the Site as of the date your Order is accepted pursuant to an Order Acknowledgment. If you have another agreement with us, that agreement continues to apply; if its terms conflict with these Sale Terms, the other agreement controls unless explicitly provided otherwise in said agreement or these Sale Terms.

Website Purchases

All features, content, specifications, products and prices of products described or depicted on the Site are for informational purposes only, may be altered at any time by PG&F in PG&F’s sole discretion and without notice, and do not constitute an offer to sell. The inclusion of any products on this Site at a particular time does not imply or warrant that such products will continue to be available in the future. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Although PG&F, and its service providers that operate this Site, make commercially reasonable efforts to accurately display the attributes of the products, the actual attributes you see may vary and may be impacted by the settings and capabilities of the device used to access the Site.

Website Registration and Access

In order to submit a quotation request or place an Order through the Site, you will be required to register for an account with us by completing the applicable registration form to create your account with a unique username and password. Customer agrees to provide true, accurate, current and complete information when registering an account, including company name, location, and preferred shipping carrier. It is Customer’s responsibility to maintain the confidentiality of any access credentials for Customer’s account. Customer must notify PG&F immediately of any unauthorized use of Customer’s credentials or any other breach of security. Even if Customer notifies PG&F, Customer will be responsible for any activities that occur using Customer’s access credentials, including any charges resulting from the use of Customer’s account.

Pricing, Quotations and Payment

All quotations provided by PG&F are non-binding and subject to change. Quotations shall be valid for one hundred eighty (180) days from the date of the quotation, unless otherwise specifically agreed to by PG&F in writing. All purchases must be made in U.S. dollars with payment due in accordance with the terms set forth in PG&F’s invoice. Unless specifically stated otherwise by PG&F in writing, the purchase price shall be due and payable within thirty (30) days from the date of PG&F’s invoice.

The pricing provided in any quotation or Order Acknowledgment does not include sales, value added, use, excise or similar taxes, all of which shall be the responsibility of Customer, unless a valid tax exemption certificate has been provided to PG&F by Customer. In addition, Customer shall be solely responsible for all customs duties, tariffs, import fees, brokerage fees, and any other charges, taxes, or assessments imposed by any governmental authority in connection with the importation or exportation of the products, including, but not limited to, any tariffs or duties imposed on products of U.S. origin. Interest shall accrue on all past due amounts at the rate of the lesser of one and one-half percent (1½%) per calendar month, or the maximum rate allowed by applicable law, on any balance that remains unpaid after the due date.

Cancellation of Orders/Returns

Customer acknowledges that all products are custom manufactured by PG&F specifically for Customer based on Customer Specifications. Accordingly, no Order can be cancelled by Customer once production of the products under that Order has commenced. In the event a Customer’s Order is cancelled by Customer prior to commencement of production of such Order, PG&F shall be entitled to retain fifty (50%) percent of the aggregate purchase price for the Order as liquidated damages and not as a penalty. If the payment by Customer is rejected for any reason, the Order shall be deemed terminated and of no further force or effect.

Due to the custom nature of the products, returns to PG&F may be made only with the prior written authorization of PG&F and according to PG&F’s instructions, and only for products that fail to conform to Customer Specifications as confirmed in the Order Acknowledgment. Materials returned without prior permission or contrary to instructions may be refused by PG&F. Customer will be responsible for all shipping costs, corresponding surcharges including, but not limited to, storage, customs clearance, inland freight, and other related charges for any unauthorized returns. Certain jurisdictions may provide additional statutory rights related to the return of products or the cancellation of orders and to the extent such statutory rights are applicable to any Order hereunder and are not waivable by Customer, such statutory rights shall be enforceable.

Shipping/Delivery

Each valid Order will be shipped to the address designated by Customer in the Order Acknowledgment. Shipping costs will be calculated by PG&F and included in the quotation and shall be the responsibility of Customer. Delivery dates are estimates only and are not binding unless PG&F has expressly confirmed them in writing as “binding.” PG&F accepts no liability for any loss or damage arising from any delay in delivery of the products for any reason. PG&F reserves the right to apply a delivery quantity tolerance of plus or minus ten percent (±10%) for custom and special products.

Unless otherwise specified in writing in the applicable Order Acknowledgment, all domestic shipments shall be made net30 unless otherwise agreed at PG&F’s US Facility (Incoterms 2020), and title to all products and all risk of loss related to the products ordered by Customer passes to Customer upon PG&F’s designated carrier taking possession of the products at the loading docks of PG&F’s US Facility located at [insert address] (“PG&F’s US Facility”). In the case of a short or damaged delivery, Customer must notify both PG&F and the applicable carrier in writing within seven (7) days after delivery by the carrier, but it is the responsibility of Customer to file any and all freight claims with the carrier and PG&F shall have no liability after the goods are picked up at PG&F’s US Facility.

Unless specifically stated otherwise, products shall be shipped in standard commercial packaging. When special packaging is requested or, in the opinion of PG&F is required, the cost, if not specified otherwise in the Order Acknowledgment, will be the obligation of Customer.

International Shipments

For Orders requiring shipment outside the United States, Customer shall be the importer of record and shall be solely responsible for:

obtaining all necessary import licenses, permits, and authorizations required for the lawful importation of the products into the destination country;
compliance with all import laws and regulations of the destination country, including, but not limited to, product registration, labeling, and certification requirements;
payment of all customs duties, tariffs, import taxes, brokerage fees, and any other charges assessed by the destination country; and
providing PG&F with accurate and complete shipping information, including any required documentation for customs clearance.

PG&F shall use commercially reasonable efforts to provide standard export documentation, including commercial invoices and packing lists, but shall not be responsible for obtaining any import documentation required by the destination country. Customer acknowledges that delivery times for international shipments are estimates only and may be affected by customs clearance, inspections, and other factors beyond PG&F’s control. PG&F shall have no liability for delays, seizures, or refusals of entry resulting from Customer’s failure to comply with import requirements or provide accurate documentation.

Unless otherwise specified in writing in the applicable Order Acknowledgment, all international shipments shall be made at PG&F’s US Facility (Incoterms 2020), and title to all products and all risk of loss related to the products ordered by Customer passes to Customer upon PG&F’s designated carrier taking possession of the products at the loading docks of PG&F’s US Facility.

Warranty and Limitation of Liability

PG&F represents, warrants and covenants to Customer that each product sold to Customer pursuant to an Order will be manufactured in material compliance with Customer Specifications as confirmed in the applicable Order Acknowledgment.

THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PG&F MAKES NO WARRANTY THAT THE PRODUCTS WILL BE SUITABLE FOR CUSTOMER’S INTENDED PURPOSE OR APPLICATION, AND CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF THE PRODUCTS FOR CUSTOMER’S (OR CUSTOMER’S END USERS’) INTENDED USE. NO REPRESENTATION AND NO OTHER AFFIRMATION OF FACT WHICH IS NOT EXPRESSLY CONTAINED IN THESE SALE TERMS WILL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY PG&F FOR ANY PURPOSE WHATSOEVER OR GIVE RISE TO ANY LIABILITY OF PG&F WHATSOEVER. CUSTOMER, HAVING THE EXPERTISE AND KNOWLEDGE IN THE INTENDED USE OF THE PRODUCTS, ASSUMES ALL RISK AND LIABILITY FOR RESULTS OBTAINED BY USE OF THE PRODUCTS BY ITS CUSTOMERS AND ANY OTHER USERS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER MATERIALS OR PRODUCTS.

If Customer, and/or any other purchaser or user of the products purchased by Customer, makes any claim related to the product(s), PG&F’s liability to Customer shall be limited, at PG&F’s sole option and at PG&F’s expense, to either:

replacing any nonconforming quantities of the product with conforming quantities of the product at the delivery point; or
refunding the purchase price paid by Customer for such nonconforming products.

Further, PG&F’s obligations under this provision are limited to defects for which PG&F was notified by Customer, in writing, within the one (2) year period immediately following the date the product is picked up at PG&F’s US Facility. These are the exclusive remedies for breach of warranty.

To the extent Customer, or any of its employees or agents, makes or is alleged to have made any representation or warranty with respect to any product that is in addition to or other than PG&F’s warranties above (each a “Customer Additional Warranty”), Customer shall be solely and exclusively responsible for handling any and all claims that arise pursuant to such Customer Additional Warranty, and Customer agrees to indemnify, defend, and hold harmless PG&F from and against any and all claims and any other expenses incurred by PG&F arising out of such Customer Additional Warranties.

In no event shall PG&F be liable to Customer or to any of Customer’s officers, members, directors, employees, agents, shareholders, affiliates, contractors or customers for any lost revenues or profits, downtime, or other economic loss, or any consequential, incidental, special, punitive, statutory, multiple or exemplary damages arising from any cause of action or claim including, but not limited to, breach of warranty, breach of contract, tort, strict liability, failure of essential purpose or any other economic losses, even if PG&F is advised of the possibility of such damages. The maximum liability of PG&F for any and all claims in any way arising out of any Order or in any way related to the products including, but not limited to, claims for breach of warranty, breach of contract, tort, strict liability, failure of essential purpose and PG&F’s indemnity obligations, shall in no circumstance exceed the aggregate amount paid to PG&F for the product(s) giving rise to such liability.

Excusable Delay or Nonperformance

Neither party shall be held responsible for any delay or failure in performance, to the extent such delay or failure is caused by fire, flood, explosion, war, strike, terrorism, embargo, new and unexpected government intervention(s), civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party, but excluding financial incapability regardless of the cause (each a “Force Majeure”). The party claiming the benefit of this paragraph shall promptly give verbal notification, promptly confirmed in writing, to the other party of the nature and extent of the matter causing the delay and estimated duration of the suspension period. If for any reason PG&F is unable to supply the total demand for any product(s), PG&F may distribute its available supply among any or all purchasers as well as other businesses of PG&F and its affiliates on such basis as PG&F may deem fair and reasonable without liability for any failure of performance that may result therefrom.

Default

PG&F may, without prejudice to any other rights it may have, by notice in writing to Customer, terminate any Order if Customer is in breach of any of the terms of any other Order. If Customer is past due on any amount owed PG&F, then PG&F, without prejudice to any other rights, may:

accelerate all outstanding amounts owed by Customer under any Orders with PG&F;
suspend all or any other deliveries to be made under any Orders from Customer pending advance payment or provision of adequate security; and
claim reasonable collection costs.

Customer agrees that if it is necessary for PG&F to enforce collection of any amount due and unpaid, PG&F shall be entitled to recover its attorneys’ fees, and other professional fees and all other costs of collection incurred by PG&F from Customer.

Severability

If any term or provision of these Sale Terms is found to be invalid, illegal or unenforceable, the Sale Terms shall remain in full force and effect and such term shall be deemed stricken and replaced with an alternate term which, to the maximum extent possible, is enforceable and reflects the intent of the parties as set forth herein.

Technical Advice

Any technical advice furnished by PG&F with reference to the use of its products is provided without compensation and PG&F assumes no obligation or liability for the advice given or results obtained. Any technical advice furnished by PG&F shall not constitute a warranty, with all such advice being given and accepted at Customer’s sole risk.

Compliance

Customer shall ensure that products are used only for their intended purpose and in accordance with all applicable safety standards and regulations (including, but not limited to, ANSI, OSHA, and any other applicable industry standards) and any technical and safety instructions provided by PG&F. PG&F accepts no liability for damages resulting from non-compliant use, misuse, or use inconsistent with the products’ intended purpose. Customer is responsible for ascertaining and complying with all applicable local, state, federal, and international laws regarding the possession, use, and sale of any products purchased from PG&F, and represents and warrants that the products will be used only in a lawful manner and for lawful purposes.

Without limiting the foregoing, Customer shall comply with all applicable export control and sanctions laws and regulations, including, but not limited to, the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and the regulations administered by the Office of Foreign Assets Control (OFAC). Customer shall not export, re-export, or transfer any products in violation of applicable law, and shall not sell or otherwise transfer products to any person or entity on any restricted party list maintained by the U.S. Government. Customer shall provide PG&F with accurate end-user and end-use information and any other documentation reasonably requested by PG&F to verify compliance with export control and sanctions requirements, and shall promptly notify PG&F of any change in end-user, end-use, or destination of the products. Customer shall indemnify and hold harmless PG&F against any and all claims, losses, damages, fines, penalties, and expenses (including attorneys’ fees) arising out of or relating to Customer’s breach of this section.

Customer Specifications and Indemnification

Customer acknowledges that it is solely responsible for providing PG&F with accurate and complete designs, requirements, and specifications for the products, whether such designs, requirements, and specifications originate from Customer or from Customer’s customers, end users, or any other third party (collectively, “Customer Specifications”). Customer represents and warrants that:

Customer Specifications are accurate, complete, and suitable for Customer’s intended use or application;
Customer has independently verified the suitability of Customer Specifications without reliance on PG&F; and
the products manufactured in accordance with Customer Specifications do not infringe upon the intellectual property rights of any third party (including, but not limited to, any patents, trade secrets, rights in know-how or confidential information, inventions (whether patentable or not), ideas, or devices of such third party).

PG&F shall have no liability for any defect, nonconformity, or unsuitability of products resulting from errors, omissions, or inadequacies in Customer Specifications. Customer acknowledges that it has received and is familiar with PG&F’s specifications for the products and their properties, and Customer will forward such information to Customer’s employees and any others, including, but not limited to, Customer’s customers, who may handle, process, install, or sell the products and shall advise such parties to familiarize themselves with such information.

Customer shall indemnify, hold harmless, and defend PG&F and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and assigns, from and against any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees and the costs of enforcing any right to indemnification and pursuing any insurance providers, relating to any claim of a third party arising out of or in connection with:

any claim or action alleging that the products infringe any intellectual property rights of any third party arising from or in any way related to Customer Specifications;
Customer’s negligent acts or omissions in any way related to the products including, but not limited to, any modifications to the products, or improper use of the products by Customer or its customers; or
any failure by Customer or its personnel to comply with any applicable laws.

Applicable Law

The rights and obligations of the parties under these Sale Terms shall be governed by the law of the State of Delaware, without regard to choice of law or conflicts principles of any jurisdiction, and the parties irrevocably commit to the jurisdiction of the state of Delaware and to the venue of the state and federal courts located in New Castle County, Delaware in any action brought by the parties hereto concerning any products sold to Customer hereunder. The United Nations Convention on Contracts for the Sale of Goods shall not be applicable to any purchases made by Customer from PG&F or any aspect of any dispute arising therefrom.