These provisions are incorporated by reference in the “Terms” as defined on the label on the ChemMasters, Inc.’s (“ChemMasters,” “we,” “us,’ or “our”) product that you (the terms “user,” “you,” and “your” mean the person or entity that purchases our products for use, not resale) purchased or are using (the “Product”). Use of the Product is subject to all of the following (collectively, this “Agreement”): (i) these provisions; (ii) all agreements between you and us relating to the purchase, ownership, handling or use of our products; (iii) warranty disclaimers and limitations on liability in agreements between us and our direct customers that under applicable law binds others purchasing the products downstream; (iv) all provisions in our Product label, including the Terms; and (v) all other documents related to the use or handling of the Product issued by us to you or published by ChemMasters for users. It is a material condition to your purchase or use of the Product that the terms and conditions in this Agreement constitute the entire agreement between ChemMasters and you relating to the handling and use of the Product. Opening or using the Product constitutes your acceptance of this Agreement without modification or objection -- you must promptly return the Product unopened to your seller in order to reject this Agreement. No conflicting, varying or additional terms or conditions that you include in any document or communication to your seller or to us are of any force or effect, and ChemMasters hereby expressly rejects and objects to the same, this Agreement being the complete agreement of the parties. You acknowledge and agree that you were provided the opportunity review this Agreement, including these provisions, prior to purchasing the Product.
We warrant to you that: (i) the Product meets our applicable published specifications for it and meets the descriptions on the label that we placed on the Product container; and (ii) are free from defects in materials and workmanship that cause the Product to not meet our specifications or descriptions. WE MAKE NO OTHER WARRANTIES WHATSOEVER REGARDING OUR PRODUCTS, EXPRESSED OR IMPLIED, AND DISCLAIM ALL IMPLIED WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. Without limiting the foregoing, we make no warranty regarding the results that will be obtained from the use of the Product. If you open or use the Product you are acknowledging that except for the foregoing express warranty, we have made no other representations regarding or warranties relating to the Product whether arising under any statute, common law, usage, trade, course of dealing or otherwise. You may seek advice from us regarding the use or handling of the Product. We may discuss the issues raised by your inquiries but we do not provide any advice other than the information related to the Product that is included in these Terms. Our discussions with you only help to explain the information in these Terms based on general concerns, issues and conditions only, and in all instances, it is provided subject to foregoing and following disclaimers and limitations.
You agree that in lieu of all other remedies for any claims by you against ChemMasters related to the Product, its use or handling, whether based on breach of our warranties or on any other basis, we shall within our sole discretion either replace the Product or will refund the reasonable purchase price paid by you for the Product, for valid claims. You must submit your claim to us in writing at firstname.lastname@example.org promptly upon discovering the basis on which you are making your claim, but no later than ninety (90) days after your purchase, and you must include the following: the name, address and telephone number of the seller from which you purchased the Product; the date on which you purchased to Product; the purpose for which you purchased the Product; the alleged Product defect or other basis of your claim, and you must attach a copy of your purchase receipt or similar document corroborating your purchase. In addition, you agree as a material condition to your purchase of the Product that ChemMasters shall not be liable to you, nor shall you have any remedy against ChemMasters in any action, of any kind, in any forum, for any loss, damage or expense of any kind, including but not limited to, consequential, special, incidental or punitive damages or loss of profits, or for damages based upon strict or absolute liability in tort, damages in contract or by statute, caused directly or indirectly by the Product or its use, even if we were aware of the possibility of such damages. You agree to indemnify and hold ChemMasters harmless against any and all such damages awarded and all of its reasonable legal fees incurred by it arising out of claims of third parties related to your use or handling of the Product.
You may not assign or delegate this Agreement or any right or obligation herein, and any attempt or agreement to do so is void. Subject to the foregoing, this Agreement is binding on and inures to the benefit of the parties and their respective successors and assigns. No modification of this Agreement or waiver of any of its terms will valid or binding unless they are in a writing executed by both parties. Failure to enforce any term is not a waiver of future enforcement of that or any other term. This Agreement is governed by the laws of Ohio without regard to conflict of laws. Any suit hereunder shall be brought in the courts, state, or federal, sitting in Cuyahoga County, Ohio and the parties each submit to the jurisdiction and venue of such courts. The parties waive any right to trial by jury. If any provision of this Agreement is held invalid under any applicable statute or rule of law, such invalidity shall not affect other provisions of this Agreement, and the parties desire that any invalid provision be construed to the extent possible in accordance with its plain meaning as the original intent of the parties and enforced as so construed. No third party, including the seller from which you purchased the Product, has any authority, expressed, implied or otherwise, to alter any terms of this Agreement. Time is of the essence for all matters hereunder. This Agreement is the entire agreement between the parties relating to the subject matter hereof and all prior discussions and agreements are merged herein. You must deliver all notices and communications to ChemMasters by overnight courier (such as FedX or UPS) with proof of delivery, to the attention of its President, at its principal address.