Terms and Conditions of Sale for Clene Pack
1. Introduction
These Terms and Conditions (“Terms”) govern all sales of goods and services by Clene Pack (“Company”) to its customers (“Customer”). By placing an order with Clene Pack, the Customer agrees to be bound by these Terms. Any modifications to these Terms must be agreed upon in writing by both parties.
Definitions
•Goods: The products offered for sale by the Company.
•Services: Any additional offerings, such as support or maintenance, provided by the Company.
•Agreement: The contract formed between the Company and the Customer, incorporating these Terms.
3. Orders and Acceptance
All orders placed by the Customer are subject to acceptance by the Company. The Company reserves the right to accept or reject any order in its sole discretion. No order is considered final until confirmed in writing by the Company.
4.Prices and Payment
Prices for Goods and Services are as stated in the Company’s invoice or quotation. Payment terms are [e.g., net 30 days] unless otherwise agreed in writing. Late payments may incur interest at a specified rate in invoice or quotation.
5. Delivery
The Company shall make all reasonable efforts to meet delivery dates but is not liable for delays caused by events beyond its control. Risk of loss passes to the Customer upon delivery.
6. Warranties
The Company warrants that the Goods will conform to the specifications provided at the time of sale. Any warranty claims must be made in writing within number of days of delivery specified in quotation or invoice. The Company’s sole obligation under this warranty is to repair or replace the defective Goods or provide a refund at its discretion.
7. Limitation of Liability
The Company shall not be liable for any indirect, incidental, or consequential damages arising out of or related to the sale or use of its Goods and Services. The Company’s total liability shall not exceed the amount paid by the Customer for the Goods or Services giving rise to the claim.
8. Intellectual Property
All intellectual property rights related to the Goods and Services remain the sole property of the Company. The Customer may not use, reproduce, or distribute the Company’s intellectual property without prior written consent.
9. Confidentiality
Both parties agree to keep confidential any non-public information exchanged during their business relationship.
10. Dispute Resolution
10.1 Good Faith Negotiations
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to first attempt resolution through good faith negotiations. Either party may notify the other in writing of the nature of the dispute, and the parties will meet within the specified days in invoice or quotation to seek an amicable solution.
10.2 Mediation
If the dispute cannot be resolved within the specified days of the initial notice, the parties agree to attempt resolution through mediation facilitated by a neutral mediator mutually agreed upon. Mediation shall take place in a city agreed by both parties, and costs shall be equally shared.
10.3 Arbitration
If mediation fails, the dispute shall be resolved by binding arbitration under the rules of [Arbitration Institution, e.g., ICC or AAA].
•The arbitration shall take place in a city agreed by both parties.
•The decision of the arbitrator(s) shall be final and binding.
•Costs of arbitration shall be borne as determined by the arbitrator(s).
10.4 Injunctive Relief
Either party may seek immediate injunctive relief in a court of competent jurisdiction to prevent irreparable harm, pending resolution of the dispute.
10.5 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of United States of America, without regard to its conflict of law principles.
10.6 Confidentiality
All proceedings related to dispute resolution shall remain confidential unless disclosure is required by law.
11. Force Majeure
The Company is not liable for delays or failures to perform due to events beyond its control, including acts of God, natural disasters, war, labor disputes, or government actions.
12. Entire Agreement
These Terms constitute the entire agreement between the parties and supersede any prior agreements, understandings, or representations.
13. Amendments
The Company reserves the right to amend these Terms. Any changes will apply only to orders placed after the amendment’s effective date.