These General Terms and Conditions of Sale for Products (“Sales Terms”) apply to the sale of DIRT X products (“Products”) to customer (“Customer”). DIRT X offer to sell Products to Customer, and DIRT X acknowledgment of any purchase order or other Customer document (“Order”) is expressly limited to, and expressly conditioned on Customer’s acceptance of these Sales Terms. The applicability of terms contained in Customer’s Order is limited to the identification and the quantity of Products ordered. DIRT X objects to and rejects all other Customer terms, in any form, that are different from or additional to these Sales Terms.
Product prices are as listed in the applicable DIRT X price pages or in DIRT X electronic order systems as of the date DIRT X processes Customer’s Order. For Orders specifying future-dated shipments, DIRT X has the sole discretion to charge the price in effect on the date of the shipment. Standard payment terms are net 30 days from the DIRT X invoice date, unless a different period is stated on the invoice. Customer may not make or take any deduction, set-off, or other adjustment without DIRT X prior written approval. Order quantities must meet stated minimums for Products. Products are shipped per the Incoterms statement on the DIRT X order acknowledgement or invoice, or, in the absence of such statement, F.O.B. point of shipment. Title and risk of loss transfers to the Customer upon delivery to the carrier. If DIRT X pays freight on the Order DIRT X may designate the means of transportation and routing. If Customer requires alternative means of shipment, Customer will pay any resulting costs. Lead times are as stated by DIRT X and Products may be placed on backorder at DIRT X discretion. Where Product availability is limited for any reason, DIRT X may fill orders or otherwise allocate Products in any manner it deems appropriate. Under no circumstances will DIRT X be liable for failure to ship, or for Customer’s failure to receive, Products by a certain date. DIRT X may require prepayment of any Order. Any credit extended to Customer is done at DIRT X discretion and subject to DIRT X credit requirements. Customer must keep its account current at all times. DIRT X may withhold shipments, payments, or other benefits, and/or assess late fees and interest on past due amounts until the account balance is current. Returns are subject to DIRT X applicable return goods policy and require advance DIRT X authorization.
DIRT X will manufacture and sell the Products in compliance with the federal, state, and local laws applicable to each Product. Customer will comply with the federal, state, and local laws applicable to the handling, transportation, storage, use, processing, disposal, distribution, sale, and resale of Products and to any of Customer’s products that contain or are made by using Products. Under no circumstances will either party offer or make any payment or give anything of value to another person or entity where such payment or action would violate an applicable law or regulation, including, but not limited to, any applicable anti-bribery, anti-corruption, or anti-kickback law.
DIRT X may provide Product information, including technical information, specifications, recommendations, literature, and other materials (collectively “Product Information”) for Customer’s convenience in Customer’s selection of Products. The accuracy or completeness of Product Information is not guaranteed and is subject to change without notice. No license under any DIRT X or third party intellectual property rights is granted or implied with this Product Information. Customer is solely responsible for evaluating and selecting Products and determining whether each Product is fit for a particular purpose and suitable for Customer’s use and method of application. Products are not manufactured to any Customer requirements or specifications unless expressly agreed to in writing by DIRT X. Products that are sold for Customer’s use or consumption may not be repackaged, resold, or redistributed in any manner without DIRT X prior written consent.
DIRT X intends, labels, and packages its industrial and occupational products for sale to trained industrial and occupational customers for workplace use. Unless specifically stated otherwise on the applicable product packaging or literature, these products are not intended, labeled, or packaged for sale to or use by consumers (e.g., for home, personal, primary or secondary school, recreational/sporting, or other uses not described in the applicable product packaging or literature), and must be selected and used in compliance with applicable health and safety regulations and standards (e.g., U.S. OSHA, ANSI), as well as all Product Information, user instructions, warnings, and other limitations, and the user must take any action required under any recall, field action, or other product use notice. To the extent Customer promotes or sells such products outside of industrial and occupational channels or to consumers; or relabels the Product in any manner; or subdivides, repacks, or sells products in units smaller than as packaged by DIRT X; Customer bears sole responsibility for meeting all applicable requirements (including packaging and labeling requirements) and for any resulting claims, losses, and damages.
Unless a different warranty is expressly specified on the applicable Product Information or Product packaging (in which case such warranty governs), DIRT X warrants that each Product meets DIRT X applicable Product specifications at the time DIRT X ships each Product. DIRT X MAKES NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ARISING OUT OF A COURSE OF DEALING, PERFORMANCE, CUSTOM, OR USAGE OF TRADE. If a Product does not conform to this warranty, Customer’s sole and exclusive remedy is, atDIRT X option, repair or replacement of the nonconforming Product or refund of its purchase price. DIRT X has no obligation under this warranty with respect to Products that are modified or damaged by Customer, including through misapplication, misuse, abuse, accident, neglect, or mishandling. Customer must notify DIRT X within 45 days after receipt that it believes a Product is non-conforming and, thereafter, cooperate with DIRT X investigation of such claim, otherwise Customer waives any right or claim with respect to such non-conformance. The foregoing warranty and remedy shall not apply to experimental or developmental Products, which are sold “as is” and without any warranty.
Except for the limited remedy above, and except to the extent prohibited by law, DIRT X is not liable for direct, indirect, incidental, special, punitive, or consequential damages (including, but not limited to, lost profits, revenue, business, opportunity, or goodwill) that directly or indirectly arise from or relate to Products, regardless of the legal or equitable theory asserted, including, but not limited to, warranty, contract, negligence, fraud, or strict liability.
Products are sold for use or consumption within the United States only. If DIRT X authorizes Customer in writing to export Products outside of the U.S., Customer (a) assumes all responsibility for such Products, (b) will comply with all laws and regulations relating to the export and sale of Products outside the U.S., and (c) will adhere to all applicable DIRT X policies and procedures relating to the export of Products as a condition to purchase and export.
Customer may cancel an Order only with DIRT X written consent. In the event of an approved cancellation, and where DIRT X has incurred costs and expenses that cannot reasonably be recovered through sale of the Products to another person or entity, Customer will pay DIRT X for all such costs and expenses, which may include costs of related raw materials, packaging, and other items dedicated to Products. DIRT X may cancel a Customer Order without obligation or liability upon notice to Customer.
Product prices do not include any applicable taxes, tariffs, duties, fees, or charges of any type imposed by any governmental authority (“Transfer Taxes”). Transfer Taxes will be separately itemized on DIRT X invoice and Customer will be liable for their full payment. DIRT X will not collect or remit any Transfer Taxes for which Customer provides a valid tax exemption certificate.
Where DIRT X and Customer have a specific agreement for the sale or supply of Products or an individual DIRT X business unit has issued specific terms and conditions for specific products, that agreement or the business unit specific terms and conditions (collectively “DIRT X Agreement Terms”) will control, as to these Sales Terms, to the extent that the DIRT X Agreement Terms are in addition to or conflict with these Sales Terms. By ordering Product using the DIRT X order systems, Customer agrees to be bound by all terms and conditions, program requirements, and other policies set forth in the applicable DIRT X price pages, order forms, or order systems.