Standard Conditions of Sale

Ecovative Design LLC Standard Conditions of Sale

Unless specifically provided for in a separate written instrument signed by Ecovative Design LLC (“Ecovative”), these Standard Conditions of Sale shall apply to the sale of Ecovative products to its customer (“buyer”). Buyer's acceptance of any product from Ecovative is conditioned upon buyer’s assent to these Standard Conditions of Sale. If buyer sends Ecovative another form of agreement, modifications to this agreement or buyer’s standard conditions, such other terms are rejected, and these Standard Conditions of Sale shall govern, regardless of whether Ecovative responds.

  1. Availability, Pricing & Payment. Product sales are subject to Ecovative’s availability, which may change at any time. Ecovative pricing in effect at the time of purchase will be the price charged. All prices listed are US Dollars unless stated otherwise in an Ecovative price quotation or contract. Any additional freight costs, insurance, duties, taxes (including value added tax), storage, handling charges or other transportation costs not specifically provided for on Ecovative’s online store, quotation or invoice are for buyer’s account. Full payment must be made at the time of purchase. 
  2. Delivery Terms & Title Transfer. Unless otherwise stipulated by Ecovative, product delivery terms are CPT to the address indicated by buyer at the time of order (INCOTERMS 2020). Ecovative may deliver +/- 10% of the quantity ordered, and buyer shall pay for the amount actually delivered. Ecovative accepts no liability for loss or damage resulting from early or late delivery. Title to products passes to buyer at the same point that risk of loss passes to buyer.
  3. Limited Warranty & Disclaimer. Ecovative warrants that products shall comply with all applicable laws at the delivery point, and that Ecovative transfers to buyer clear title to products. This is buyer’s exclusive warranty. ECOVATIVE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF CONFORMANCE TO SPECIFICA-TIONS WHETHER GIVEN IN WRITING, VISUALLY OR OTHERWISE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND PERFORMANCE WARRANTIES. In the event of any breach of this warranty, Ecovative will, at its option, either replace the defective products or refund an equitable portion of the purchase price. THIS IS BUYER’S EXCLUSIVE REMEDY. Products shall not be returned without Ecovative’s prior permission. 
  4. Limitation of Remedies. To the maximum extent permitted by law, Ecovative will not be liable for indirect, incidental, consequential, special, punitive or exemplary damages. Ecovative’s aggregate liability to buyer shall in no event exceed the purchase price of the products giving rise to such liability. Any damage to products in transit must be notified to Ecovative using Ecovative’s Damage Notification form (available on request) within 24 hours upon receipt of product at buyer’s facility, and must include (i) photos of the damaged box and individual products, and (ii) if product was delivered by freight, a damage confirmation written on the Bill of Lading signed by the carrier. Subject to the foregoing, any claim that is not asserted within ten (10) days of delivery of products to buyer shall be irrevocably waived.
  5. Technical Advice and Other Services. All recommendations or advice given by Ecovative or its agents as to storing, processing or using products is given without liability to the fullest extent permitted by law. Buyer is solely responsible for the design, processing, storage, testing and labeling of its products, as well as disposal and remediation services.
  6. Use of Materials. Buyer shall share with Ecovative the results of any tests performed on products by buyer, as well as the methods and/or processes of generating such results as soon as reasonably practicable. Buyer shall provide Ecovative with a copy of any proposed publication describing the results of testing product not less than 30 days in advance of such publication. Buyer shall not directly or indirectly assert any patent or other form of intellectual property registration in relation to any improvement to a product against Ecovative or any other third party. Buyer shall give Ecovative not less than 30 days advance notice of any intended transfer of products to any third party, and Ecovative shall be entitled to deny such transfer on appropriate legal grounds. The obligations in this paragraph shall survive the sale of products to buyer indefinitely.
  7. Events Beyond Ecovative’s Control. Ecovative will not be responsible for any purported breach of its obligations to buyer if events beyond Ecovative’s control occur which make it impossible or commercially unreasonable for Ecovative to perform, including raw material shortages. 
  8. Governing Law & Disputes. All orders are governed by the laws of the State of New York, without regard to conflict of law principles. Any action arising out of an order shall be brought in any State or Federal court in the County of Albany in the State of New York, and buyer irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. 
  9. Entire Agreement. These Conditions of Sale constitute the entire agreement between the parties. These Conditions of Sale may not be assigned or delegated by buyer without Ecovative’s prior written consent. Any purported assignment in violation of this clause shall be void. No waiver or modification of any provision of these Conditions of Sale shall be effective unless in writing signed by an Ecovative officer. Should any provision of these Conditions of Sale be deemed invalid, the validity of the remaining provisions shall not be affected. Ecovative and buyer undertake to replace any such invalid provision with a valid provision which, as nearly as possible, duplicates the economic intent of the invalid provision.