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Terms and Conditions of Sale

(Note: Also refer to Key Resin and FlowResin Price Guides for additional important information)

1) Terms and Prices

  • Terms of payment on all orders are subject to the approval of Seller’s credit department and requires customer completing a signed credit application, and unless otherwise stated, payment terms are NET 30 days from the date of invoice without regard to the date of delivery of Products. Seller reserves the right to charge a late payment fee of 5% per month for all amounts not paid in full within 30 days (or the approved payment terms if longer than 30 days) from the date of the invoice. Any check that is returned as uncollectible for any reason will result in an additional charge to the Buyer of $100.00.
  • Prices and deliveries are Ex Works Seller’s plant unless otherwise stated and risk of loss shall pass to the Buyer upon delivery to the Carrier. Orders that ship “Prepay and Add” will be subject to a handling fee.
  • Buyer shall pay directly to the appropriate government authority all sales, use or any other local, state or federal taxes that arise from the sale or delivery of the Products or the execution of any contract of sale and will reimburse Seller for any such payments made by Seller.
  • Not withstanding any other provisions herein, the prices of any Products are in U.S. dollars subject to increase by Seller to reflect increased costs of labor, raw materials, component parts, overhead and other expenses.
  • Upon failure of Buyer to pay amount due, Seller may, at its option and without prejudice to any other remedies or rights it may have, suspend further shipments and deliveries to Buyer. Seller shall be entitled to reasonable counsel fees, costs and expenses relative to enforcing the terms of the Agreement or defending its right hereunder.

2) Shipping  

  • Buyer’s receipt of any Products delivered by Seller shall be an unqualified acceptance of any waiver by Buyer of any and all claims with respect to such Products on the earliest to occur of: i.) Payment for the Products of ii.) Failure of Seller to receive notice of shortages or defects in the products within 30 business days of their delivery to the Buyer.
  • The shipping date and delivery estimated are subject to adjustment due to any priorities or allocations necessitated by government orders or regulators and the time and manner of delivery is subject to adjustment due to any delay on the part of the Buyer in supplying necessary date, or any changes therein at Buyer’s insistence, and to delays caused by any cause beyond Seller’s reasonable control. Delay in delivery for any of the aforementioned causes shall extend the terms of delivery hereunder by a period equal to the length of such delay. Seller shall be compensated for any and all extra costs and expenses occasioned by delays attributed to Buyer. Key Resin will not offer Air Freight options for hazardous materials except for specific products known to be acceptable to air carriers.
  • Reconsignment or extra delivery charges will be invoiced.
  • Expedited or overnight shipments will carry a handling surcharge of $100.00 each.
  • Every effort will be made to fill orders within the time stated, but under no circumstances will Seller be responsible for undue consequential or incidental damages arising out of or owing to any delays in delivery.

3) Cancellations, Changes or Alterations

  • Orders placed cannot be cancelled or altered nor can deliveries of Products completed or in process be extended beyond original specified delivery dates, except with Seller’s consent and upon terms that will indemnify Seller against loss.
  • Products returned without permission will not be accepted for credit and will be returned to Buyer at buyer’s expense. No collect shipments will be accepted.
  • Any claim based on the receipt of damaged products must be filed with the carrier that delivered the Products. Seller will not allow credit for the return of damaged
  • Written approval (Return Authorization) from Seller is required prior to acceptance of materials. Seller may, at its option, accept standard stocking Products within 30 days of original delivery, and will be subject to a 25% restocking charge for inspection and repackaging. All shipping charges must be pre-paid by the customer. Materials/packaging must be in resalable condition and unopened.
  • Special colors, non-standard colors, non-stock materials and customized materials cannot be returned.
  • Vinyl Ester product orders cannot be cancelled once manufacturing begins or returned.
  • Blended Colored Quartz or Broadcast Chips (flakes) orders cannot be cancelled once manufacturing begins or returned.
  • ESD/Conductive materials cannot be cancelled once manufacturing begins or returned.
  • Key 400/401 materials cannot be returned.
  • Special and Non-Standard Colors: Refer to Key Resin and/or FlowResin Price Guide for further information.

4) Disclaimer, Warranties and/or Limitations

  • Key Resin Company (“Key”) warrants for a period of one (1) year that its products will be free of manufacturing defects and will be in conformity with published specifications when handled, stored, mixed and applied in accordance with recommendations of Key. If any product fails to meet this warranty, the liability of Key will be limited to replacement of any non-conforming material if notice of such non-conformity is given to Key within (1) one year of delivery of materials. Key may in its discretion refund the price received by Key in lieu of replacing the material. No customer, distributor, or representative of Key is authorized to change or modify the published specifications of this warranty in any way. No one is authorized to make oral warranties on behalf of Key. In order to obtain replacement or refund the customer must provide written notice containing full details of the non-conformity. Key reserves the right to inspect the non-conforming material prior to replacement.   
    EXCEPT FOR THE EXPRESSED WARRANTY STATED ABOVE, THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. KEY’S OBLIGATION SHALL NOT EXTEND BEYOND THE
    OBLIGATIONS EXPRESSLY UNDERTAKEN ABOVE AND KEY SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO THE PURCHASER OR ANY THIRD PARTY FOR ANY LOSS, COST, EXPENSE, DAMAGE OR LIABILITY, WHETHER DIRECT OR INDIRECT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
  • Indemnity: Buyer shall assume full responsibility for the use of the products and shall defend, indemnify and hold harmless Seller and its respective affiliates, officers, directors, shareholders, employees, agents and representatives from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including without limitation attorneys' fees and court costs) arising out of or relating to same.
  • Force Majeure: Seller shall not be liable for any failure or delay in performance with respect to delivery or otherwise, if such failure or delay is due to an act of God, war, civil disturbance, riot, labor difficulties, factory capacity, fire, other casualty, accident, inability to obtain containers or raw materials, supplier’s failure or inability to perform, governmental acts or restrictions, including shutdowns and inability to perform due to pandemics, or any other cause of any kind whatever beyond the reasonable control of Seller. Seller shall have the right at its option and without liability to apportion its supply of product among its customers, including its affiliated divisions and companies, in such a manner as Seller, in its sole discretion, believes equitable. In no event shall Seller be obligated to purchase products from others in order to enable it to deliver products to Buyer.
  • No License: Nothing in these Terms and Conditions is intended or shall be construed to grant any license or other permission by Seller to Buyer to use any trademarks, trade names, copyrighted materials, patents or other intellectual property rights or interest of Seller at any time.

5) Compliance with Applicable Laws and RPM Distributor Code of Conduct

  • Seller certifies that the Products will be produced in accordance with the Fair Labor Standards Act of 1938, as amended.
  • Buyer will not directly or indirectly export, re-export, sell or transfer any Product to any country for which an export license or other governmental approval is required without first obtaining all licenses and other approvals.
  • Buyer shall comply with all applicable laws and regulations, including but not limited to, the Foreign Corrupt Practices Act, the anti-money laundering provisions of the USA Patriot Act and Bank Secrecy Act, and United States export control laws. Buyer shall not sell, export, re-export, transmit, divert or otherwise transfer any goods or products into or through Cuba, Iran, Sudan, Syria, North Korea, Crimea or any other prohibited jurisdiction, or with or to any party listed on any United States Government or European Union blocked-persons list, as amended from time to time.

6) Governing Law

All sales are governed by the laws of the country, state, province, or territory identified in the address for Seller on the invoice, without application of conflict of law principles and Buyer irrevocably and unconditionally submits to the exclusive jurisdiction of the country, provincial or territorial courts in the country, province or territory of the location of the Seller’s headquarters and waives to the fullest extent possible any defense of any inconvenient forum to the maintenance of such action or proceeding. THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS AND CONDITIONS OR THE ISSUES RAISED BY THAT DISPUTE. The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, shall not apply to the Contract.

7) Entire Agreement

The parties agree that there are no understands, agreements or representations, express or implied, not specified herein or in Seller’s quotation, and that these instruments contain the entire agreement between the Seller and Buyer, and that, consequently, no course of prior dealings and no usage of the trade shall be relevant to supplement or explain any of the terms in this Acknowledgment.