Sales Terms & Conditions
MUNACO SEALING SOLUTIONS, INC. TERMS AND CONDITIONS OF SALE
1. MODIFICATIONS OF SALES TERMS: Terms and Conditions contained in any purchase order or other communication from Buyer that are additional to or different from these Terms are expressly rejected unless expressly accepted in writing by an authorized officer of Seller. Seller’s commencement of performance shall not constitute acceptance of Buyer’s terms.
2. ACCEPTANCE OF ORDERS: All sales by Munaco Sealing Solutions, Inc. (“Seller”) are expressly conditioned upon Buyer’s acceptance of these Terms. Acceptance may be evidenced by written acknowledgment, shipment, or commencement of performance. Provisions of any purchase order or other writing submitted by Buyer shall be of no force and effect, regardless of any provisions to the contrary in any such purchase order or other writing. Munaco Sealing Solutions, Inc.’s failure to take exception to the terms and conditions embodied in any purchase order or other writing shall not be construed as a waiver of the above provisions.
3. QUOTATIONS: All quotations are valid for thirty (30) days from the date issued unless otherwise stated in writing and are subject to Seller’s acceptance.
4. PRICES; CURRENCY: All prices are stated and payable exclusively in United States Dollars (USD). Buyer bears all currency exchange risks, wire fees, intermediary bank charges, and currency conversion costs. Prices are subject to correction for clerical or typographical errors.
5. TAXES, DUTIES, AND FEES: Buyer shall pay all present and future taxes, duties, tariffs, customs charges, VAT, GST, excise taxes, brokerage fees, inspection fees, and any governmental charges imposed in connection with the sale, export, import, resale, or use of the goods. Any required withholding shall be grossed-up so Seller receives the full invoiced amount. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller.
Buyer shall provide Seller at the time the order is submitted with an exemption certificate or other document acceptable to the authority imposing such tax, fee or charge.
6. TERMS OF PAYMENT: Payment terms are net thirty (30) days from invoice date unless otherwise agreed. Payments shall be made without setoff or deduction. Late payments may accrue interest at one and one half percent (1.5%) per month or the maximum rate permitted by law. Buyer shall be responsible for all collection costs, including reasonable attorneys’ fees.
Purchasing card and credit card payments are accepted and processed at or before time of shipment and are subject to additional fees.
Nothing contained herein shall be construed as authorizing the Buyer to delay or withhold any payment or payments beyond the due date for any goods sold under the provisions of the Order. It is expressly understood that all claims on the part of the Buyer or of any other party are separate and shall have no bearing on the obligation of the Buyer to make payments for the goods sold under these Terms and Conditions.
If, during the period of performance of an order, the financial condition of Buyer is determined by Seller not to justify the terms of payment specified, Seller may demand full or partial payment in advance before proceeding with the work, or satisfactory security or guarantees that invoices will be promptly paid when due, or, at its option without prejudice to other lawful remedies, may defer delivery or cancel this order. If Buyer defaults in any payment when due, or in the event any voluntary or involuntary bankruptcy or insolvency proceedings involving Buyer are initiated by or against Buyer, then the whole order price shall immediately become due and payable upon demand, or Seller, at its option without prejudice to its other lawful remedies, may defer delivery or cancel this order.
7. DELIVERY: Unless expressly agreed otherwise in writing, all sales are EX WORKS (EXW) Seller’s facility, Incoterms® 2020. Seller may agree in writing to FCA Seller’s facility solely for Buyer’s logistical convenience. Any assistance provided by Seller shall not modify the Incoterms® rule.
Seller will use its best efforts to maintain shipping schedules, however, UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANTICIPATED PROFITS resulting from any delay in shipment or delivery nor shall the failure to deliver goods within the time specified constitute a default.
Any storage costs incurred by Seller for the storage of goods delayed in shipment at the request of the Buyer shall be paid promptly by the Buyer when invoiced by Seller.
8. RISK OF LOSS: Risk of loss or damage transfers to Buyer when the goods are made available at Seller’s facility. The responsibility of Seller for proper delivery ceases upon delivery of the goods to the carrier. In all cases, Buyer shall bear the risk of loss or damage from the Ex-Works shipping point, and the Buyer shall be responsible for the filing of all claims with the carrier.
9. TITLE TO GOODS: Title to the goods shall pass only upon Seller’s receipt of full payment. Seller retains title as a security interest to the fullest extent permitted by law.
10. SHIPPING DATES; CLAIMS: Shipping dates are estimates only which are not guaranteed and are based upon prompt receipt from Buyer of all necessary shipping and other information. Delivery of product to a commercial carrier at Seller's loading point shall constitute delivery to Buyer, and any risk of loss and further cost and responsibility thereafter for claims, delivery, loss or damage, including, if applicable, placement and storage, shall be borne by Buyer.
Claims for shortages or other errors in delivery must be made in writing to Seller within ten (10) days after receipt of shipment and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.
11. FORCE MAJEURE: Seller shall not be liable for delay or failure due to events beyond its reasonable control, including acts of God, pandemics, epidemics, supply-chain disruptions, port congestion, labor shortages, tariffs, trade restrictions, sanctions, war, terrorism, or governmental actions. Seller may suspend performance, extend delivery, or cancel affected orders without liability.
12. EXPORT CONTROLS AND SANCTIONS: Buyer represents compliance with all applicable export control and sanctions laws, including the U.S. Export Administration Regulations (EAR) and OFAC regulations. Buyer shall not export or re-export goods to prohibited destinations, parties, or end uses.
13. ANTI-CORRUPTION: Buyer represents compliance with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and all applicable anti-corruption laws.
14. WARRANTIES: Seller warrants that goods shall materially conform to Seller’s published specifications and be free from defects in materials and workmanship for twelve (12) months from shipment. Seller’s obligation is limited to repair or replacement of goods at Seller’s option. Seller is not responsible for removal or shipping of the Seller product to the Seller’s location, the reinstallation of the Seller’s product upon its return to Byer, or any incidental or consequential damages resulting from the defect, removal, reinstallation, shipment or otherwise.
15. WARRANTY DISCLAIMER: To the maximum extent permitted by law, Seller disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose or application. Goods are sold for commercial and industrial use only. This is the sole warranty of Seller and no other affirmations or promises made by Seller shall be deemed to create an express or implied warranty.
16. LIMITATION OF LIABILITY: Seller’s total aggregate liability under any theory shall not exceed one hundred percent (100%) of the amounts paid by Buyer under the applicable purchase order. In no event shall Seller be liable for incidental, consequential, special, or punitive damages, including lost profits, lost revenues, or downtime.
17. INDEMNIFICATION: Seller shall indemnify Buyer solely for third-party claims alleging infringement of valid United States patents by the goods as delivered. Seller does not accept downstream product liability or recall indemnity. Buyer shall indemnify Seller for claims arising from Buyer’s resale, integration, export, or end use of the goods.
18. INTELLECTUAL PROPERTY: All drawings, designs, specifications, and technical information provided by Seller remain Seller’s property and shall not be disclosed or used except for the transaction.
19. CONFIDENTIALITY: Buyer shall treat Seller’s non-public information as confidential and shall not disclose it without Seller’s written consent.
20. GOVERNING LAW; DISPUTE RESOLUTION: These Terms are governed by the laws of the State of South Carolina, USA, excluding conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Disputes may be resolved by binding arbitration under AAA Commercial Rules in Greenville County, South Carolina. Judgments are enforceable under the New York Convention.
21. ASSIGNMENT; SUBCONTRACTING: Buyer may not assign without Seller’s written consent. Seller may subcontract performance.
22. SEVERABILITY; WAIVER; ENTIRE AGREEMENT: If any provision is unenforceable, the remainder remains effective. Seller’s failure to enforce is not a waiver. These Terms constitute the entire agreement and supersede all prior agreements.
Munaco Sealing Solutions, Inc. | Terms & Conditions of Sale | 2026
