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GENERAL TERMS AND CONDITIONS
FOR SALE OF SURPLUS GOODS AND/OR EQUIPMENT
U.S. Terms and Conditions
(Revised 04/2021)
1. |
NO WARRANTY: ALL GOODS ARE PURCHASED "AS IS, WHERE IS". DUPONT MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY, VALUE OR CONDITION OF THE GOODS OR ITS SUITABILITY FOR ANY USE. DUPONT MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER EXPRESS OR IMPLIED WARRANTY. The term "Goods" as used in these terms and conditions means materials, products, and/or equipment. |
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2. |
Loading: All loading, handling and transportation costs are for Buyer's account unless otherwise agreed to in writing. |
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3. |
Payment: Buyer will make payment in full, including all applicable taxes and duties, within thirty (30) days from the date of this sales agreement, and before removal of the Goods. Any partial payments for goods made to DUPONT are non-refundable. Payment will be by certified check, bank money order, company check or wire transfer, at DUPONT's discretion. A refund to the Buyer, or additional payment by the Buyer shall be made to account for differences in quantities received versus quantities bid. Buyer shall advise DUPONT in writing of any discrepancies within 48 hours of collection. Failure to make payment within thirty (30) days of this sales agreement may result in the cancellation of this agreement. |
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4. |
Taxes and Duties: The price agreed upon for the Goods is exclusive of taxes, duties and other charges that may be levied or due thereon, all of which shall be the responsibility of, and be borne by the Buyer, unless otherwise agreed to in writing by the parties. Buyer agrees to pay sales or use taxes or any other taxes, charges, duties or fees required to be paid by the Buyer or collected by DUPONT by reason of this sale, or to provide DUPONT with a valid tax exemption certificate. Any customs duty and taxes applicable will be for Buyer's account. Buyer agrees to indemnify and hold DUPONT harmless from any liability and expense by reason of Buyer's failure to pay any required taxes, duties, charges or fees. |
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5. |
Export/Import Restrictions: Any import/export license must be arranged for by the Buyer, provided, however, Buyer acknowledges and understands that the sale, resale, export, or reexport of Goods, whether new or used, purchased hereunder from DUPONT shall be subject to the Export Administration Regulations of the United States of America. Buyer agrees to ensure it is in compliance with such Export Administration Regulations. |
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6. |
Title Transfer: Only following DUPONT's receipt of payment in full will title and risk in the Goods pass to Buyer, who will then be allowed access to DUPONT's premises, during normal business hours on a prearranged basis, for the purpose of removal of the Goods. Buyer shall make payment and remove the Goods within thirty (30) days of receipt of DUPONT's sales agreement. In the event that Buyer fails to so remove the Goods, DUPONT reserves the right to assess a storage charge to Buyer, unless otherwise agreed by the parties. |
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7. |
Site Safety Policies: While present on DUPONT property, Buyer, including its contractor or other authorized representative, shall comply with all federal, state and local regulations, as well as DUPONT site safety and security procedures. Buyer, including its contractor or other authorized representative, shall immediately report to DUPONT all unusual incidents with potentially adverse safety, health or environmental implications, including slips, falls, equipment malfunctions, fume releases and any situation requiring first-aid or medical observation or treatment. Upon request and in other appropriate circumstances, DUPONT may provide first-aid and emergency medical treatment to the employees of Buyer, its contractor, or other authorized representative. Buyer agrees to indemnify and hold DUPONT harmless from any claims, causes of action and/or damages resulting from injury to or death of any person, including its own or its contractor's employees, or damage to any property arising out of any first-aid and emergency medical treatment provided by DUPONT hereunder, whether or not proximately caused, in whole or in part, by negligence, gross negligence or strict liability of DUPONT. |
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8. |
Site Conduct: Buyer shall advise its employees, its contractors and agents that (1) it is the policy of DUPONT to prohibit use, possession, sale, manufacture, dispensing and distribution of drugs or other controlled substances on its premises, and to prohibit the presence of an individual with such substances in the body for nonmedical reasons in the workplace; (2) entry onto DUPONT property constitutes consent to an inspection of the employee's person, vehicle and personal effects when entering, while on, or upon leaving DUPONT property; and (3) any person who is found in violation of the policy or who refuses to permit inspection may be removed or barred from DUPONT property at the discretion of DUPONT. |
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9. |
Damage to Site: If Buyer, or its contractor, in the course of removal of the Goods, causes damage to DUPONT's premises (for the purposes of this Agreement the premises shall be the location where the goods are stored), Buyer will be responsible for effecting the necessary repairs or meeting the total cost of doing so as determined by DUPONT, and DUPONT shall be entitled to retain possession of the Goods until Buyer has either completed the repairs or paid for the cost of repair. |
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10. |
Indemnity: Buyer shall indemnify, hold harmless and defend DUPONT from any and all liability, loss and expense arising from or growing out of the removal, handling, use, disposition, possession, transportation or conveyance by Buyer or by any others of said Goods. |
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11. |
Insurance: Buyer
or his representative shall carry and maintain in force at all times relevant hereto, at Buyer's expense, at least its current levels, as of the effective date of this Contract, of Workers' Compensation, Commercial General Liability, Bodily Injury, and Goods
Damage Insurance, or the following minimum coverage limits, whichever is greater:
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12. |
Claims: No claim of any kind whatsoever in connection with Goods shall be allowed or brought against DUPONT. Buyer acknowledges that Goods have been purchased on an "as is; where is" basis and that Buyer has been given an opportunity to inspect Goods and to remove said Goods from DUPONT premises. |
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13. |
Warning - Hazardous Substances: Buyer is hereby put on notice and so acknowledges that the Goods may have been used or otherwise come in contact with flammable, toxic, corrosive or otherwise hazardous substance(s). Although DUPONT has cleaned the Goods, such substance(s) may still be present to some extent on/in the Goods. Upon Buyer's request and if available, DUPONT will provide Buyer Material Safety Data Sheet(s) or comparable information concerning such substances known to be present in/on the Goods but DUPONT does not guarantee the completeness and suitability of such information for Buyer's purposes. Buyer agrees that it is responsible for (i) determining and following the necessary health and safety precautions in all activities involving the Goods; (ii) ensuring that the Goods is not used in food, drug or other applications in which presence of such hazardous substances is legally prohibited; and (iii) notifying any other party to whom the Goods is transferred, or who otherwise comes in contact with the Goods, of the possible presence of such hazardous substances and the information provided or referred to herein. |
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14. |
The awarded contract is not assignable by the Buyer in whole or in part except with DUPONT's written consent. |
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15. |
In the event that DUPONT has any doubt at any time as to Buyer's financial responsibility, DUPONT may decline to make further sales except upon receipt of cash or satisfactory security.. |
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16. |
This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflict of law and the courts within Delaware will be the only courts of competent jurisdiction. This contract will not be governed by the U.N. convention on contracts for the International Sale of Goods. |
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17. |
In the event that an Article of this Agreement is found to be void or unenforceable such finding shall not be construed to render any other Article of this Agreement either void or unenforceable and all other Articles shall remain in full force and effect unless the Articles which are invalid or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either party. |
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18. |
This Agreement contains the entire understanding between the parties. There are no previous contemporary understandings, representations or warranties not set forth herein. No subsequent modifications of this Agreement shall be of any force or effect unless in writing, signed by the party claimed to be bound thereby. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur. |
EMEA Terms and Conditions
(Revised 06/2021)
1. |
NO
WARRANTY: ALL
GOODS ARE PURCHASED "AS IS, WHERE IS". DUPONT MAKES NO WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE NATURE, QUALITY, VALUE OR
CONDITION OF THE GOODS OR ITS SUITABILITY FOR ANY USE. DUPONT MAKES NO
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
OTHER EXPRESS OR IMPLIED WARRANTY. The term "Goods" as used in
these terms and conditions means materials, products, and/or equipment. |
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2. |
Loading: All
loading, handling and transportation costs are for Buyer's account unless
otherwise agreed to in writing. |
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3. |
Payment: Buyer will
make payment in full, including all applicable taxes and duties, within
thirty (30) days from the date of this sales agreement, and before removal of
the Goods. Any partial payments for Goods made to DUPONT are non-refundable.
Payment will be by bank money order or wire transfer. A refund to the Buyer,
or additional payment by the Buyer shall be made to account for differences
in quantities received versus quantities bid. Buyer shall advise DUPONT in
writing of any discrepancies within 48 hours of collection. Failure to make
payment within thirty (30) days of this sales agreement may result in the
cancellation of this agreement. |
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4. |
Taxes
and Duties: The
price agreed upon for the Goods is exclusive of taxes, duties and other
charges that may be levied or due thereon, all of which shall be the
responsibility of, and be borne by the Buyer, unless otherwise agreed to in
writing by the parties. Buyer agrees to pay sales or use taxes
or any other taxes, charges, duties or fees required to be paid by the Buyer
or collected by DUPONT by reason of this sale, or to provide DUPONT with a
valid tax exemption certificate. Any customs duty and taxes applicable will
be for Buyer's account. Buyer agrees to indemnify and hold DUPONT harmless
from any liability and expense by reason of Buyer's failure to pay any
required taxes, duties, charges or fees. |
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5. |
Export/Import
Restrictions: Any
import/export license must be arranged for by the Buyer, provided, however,
Buyer acknowledges and understands that the sale, resale, export, or reexport
of Goods, whether new or used, purchased hereunder from DUPONT shall be
subject to the Export Administration Regulations of the United States of
America and/or any other applicable export control regulations (the
"Export Administration Regulations". Buyer agrees to ensure it is in compliance with such Export Administration
Regulations. |
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6. |
Title
Transfer: Only
following DUPONT's receipt of payment in full will title to the Goods pass to
Buyer, who will then be allowed access to DUPONT's premises, during normal
business hours on a prearranged basis, for the purpose of removal of the
Goods. Buyer shall remove the Goods within thirty (30) days of the date of
DUPONT's sales agreement. In the event that Buyer
fails to so remove the Goods, DUPONT reserves the right to assess a storage
charge to Buyer, unless otherwise agreed by the parties. |
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7. |
Site
Safety Policies: While
present on DUPONT property, Buyer, including its contractor or other
authorized representative, shall comply with all federal, state
and local regulations, as well as DUPONT site safety and security procedures.
Buyer, including its contractor or other authorized representative, shall
immediately report to DUPONT all unusual incidents with potentially adverse
safety, health or environmental implications,
including slips, falls, equipment malfunctions, fume releases and any
situation requiring first-aid or medical observation or treatment. Upon
request and in other appropriate circumstances, DUPONT may provide first-aid
and emergency medical treatment to the employees of Buyer, its contractor, or
other authorized representative. Buyer agrees to indemnify and hold DUPONT
harmless from any claims, causes of action and/or damages resulting from
injury to or death of any person, including its own or its contractor's
employees, or damage to any property arising out of any
first-aid and emergency medical treatment provided by DUPONT
hereunder, whether or not proximately caused, in whole or in part, by
negligence, gross negligence or strict liability of DUPONT. |
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8. |
Site
Conduct: Buyer
shall advise its employees, its contractors and agents that (1) it is the
policy of DUPONT to prohibit use, possession, sale, manufacture, dispensing
and distribution of drugs or other controlled substances on its premises, and
to prohibit the presence of an individual with such substances in the body
for nonmedical reasons in the workplace; (2) entry onto DUPONT property
constitutes consent to an inspection of the employee's person, vehicle and
personal effects when entering, while on, or upon leaving DUPONT property;
and (3) any person who is found in violation of the policy or who refuses to
permit inspection may be removed or barred from DUPONT property at the
discretion of DUPONT. |
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9. |
Damage
to Site: If
Buyer, or its contractor, in the course of removal of the Goods, causes
damage to DUPONT's premises (for the purposes of this Agreement the premises
shall be the location where the Goods are stored), Buyer will be responsible
for effecting the necessary repairs or meeting the total cost of doing so as
determined by DUPONT, and DUPONT shall be entitled to retain possession of
the Goods until Buyer has either completed the repairs or paid for the cost
of repair. |
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10. |
Indemnity: Buyer
shall indemnify, hold harmless and defend DUPONT from any
and all liability, loss and expense arising from or growing out of the
removal, handling, use, disposition, possession, transportation or conveyance
by Buyer or by any others of said Goods. |
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11. |
Insurance: Buyer or
his representative shall carry and maintain in force at all
times relevant hereto, at Buyer's expense, at least its current
levels, as of the effective date of this Agreement, of Workers' Compensation,
Commercial General Liability, Bodily Injury, and Goods Damage Insurance, or
the following minimum coverage limits, whichever is greater:
|
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12. |
Claims: No claim
of any kind whatsoever in connection with the Goods shall be allowed or
brought against DUPONT. Buyer acknowledges that Goods have been purchased on
an "as is; where is" basis and that Buyer has been given an
opportunity to inspect Goods and to remove said Goods from DUPONT premises. |
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13. |
Warning
- Hazardous Substances: Buyer is hereby put on notice and so
acknowledges that the Goods may have been used or otherwise come in contact with flammable, toxic, corrosive or
otherwise hazardous substance(s). Although DUPONT has cleaned the Goods, such
substance(s) may still be present to some extent on/in the Goods. Upon
Buyer's request and if available, DUPONT will provide Buyer Material Safety
Data Sheet(s) or comparable information concerning such substances known to
be present in/on the Goods but DUPONT does not
guarantee the completeness and suitability of such information for Buyer's
purposes. Buyer agrees that it is responsible for (i) determining and
following the necessary health and safety precautions in all activities
involving the Goods; (ii) ensuring that the Goods are not used in food, drug
or other applications in which presence of such hazardous substances is
legally prohibited; and (iii) notifying any other party to whom the Goods are
transferred, or who otherwise comes in contact with the Goods, of the
possible presence of such hazardous substances and the information provided
or referred to herein. |
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14. |
The
awarded contract is not assignable by the Buyer in whole or in part except
with DUPONT's written consent. |
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15. |
In the event that DUPONT has any doubt
at any time as to Buyer's financial responsibility, DUPONT may decline to
make further sales except upon receipt of cash or satisfactory security. |
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16. |
This
Agreement shall be governed and construed in accordance with the laws governing
at DuPont's principal place of business stated in this agreement without
giving effect to principles of conflict of law and the competent courts at
DuPont's principal place of business stated in this agreement will be the
only courts of competent jurisdiction. This contract will not be governed by
the U.N. convention on contracts for the International Sale of Goods. |
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17. |
In the event that an Article of this
Agreement is found to be void or unenforceable such finding shall not be
construed to render any other Article of this Agreement either void or
unenforceable and all other Articles shall remain in full force and effect
unless the Articles which are invalid or unenforceable shall substantially affect
the rights or obligations granted to or undertaken by either party. |
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18. |
This
Agreement contains the entire understanding between the parties. There are no
previous contemporary understandings, representations or warranties not set
forth herein. No subsequent modifications of this Agreement shall be of any
force or effect unless in writing, signed by the party claimed to be bound
thereby. Waiver by either party of any default by the other hereunder shall
not be deemed a waiver by such party of any default by the other which may
thereafter occur. |