CCHYSAN - TERMS AND CONDITIONS OF SALE
Date of Last Revision: July 25, 2025
These General Terms and Conditions of Sale (these “Terms”) govern the sale of goods (“Goods”) by CCHYSAN Hygienic Sanitation Solutions and Consulting LLC, a Vermont limited liability company (“CCHYSAN”) to the buyer (the “Buyer”) identified in the Sales Confirmation (as defined below). CCHYSAN and Buyer may be referred to individually herein as a “Party” and collectively as the “Parties”.
The sales quotation or other ordering document prepared by CCHYSAN (the “Sales Confirmation” and together with these Terms, this “Agreement”) and these Terms comprise the entire agreement between the Parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
1. Acceptance. CCHYSAN’s Sales Confirmation is strictly limited to these Terms. These Terms shall govern and apply to orders accepted by CCHYSAN whether they are attached to CCHYSAN’s Sales Confirmation, referenced in CCHYSAN’s Sales Confirmation, referenced on CCHYSAN’s website or accepted during CCHYSAN’s online ordering process. CCHYSAN’s failure to object to any terms and conditions or any other provisions contained in any communication from Buyer does not constitute a waiver of any term or condition of these Terms.
2. Price and Payment Terms. Buyer shall purchase the Goods at the price(s) (the “Prices”) set forth in the Sales Confirmation. Unless expressly stated otherwise in CCHYSAN’s Sales Confirmation, (i) all Prices, invoices, and payments shall be in United States Dollars, (ii) advance payment is required for all purchases, and (iii) payment is due upon receipt of an invoice from CCHYSAN. Buyer shall pay interest on all late payments at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the highest rate permissible under applicable law, and Buyer shall reimburse CCHYSAN for all costs incurred by CCHYSAN in collecting any late payments, including, without limitation, attorneys’ fees and collection agency fees. CCHYSAN may also suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable to CCHYSAN by reason of any set-off of any claim or dispute with CCHYSAN. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any Goods and/or any amounts payable by Buyer. Buyer shall be responsible for all such taxes, duties, and charges; provided, however, that Buyer shall not be responsible for any taxes imposed on, or with respect to, CCHYSAN’s net income. All Prices are also exclusive of all shipping and handling charges, all of which Buyer shall be responsible for.
3. Delivery and Shipping Terms. The Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order. CCHYSAN shall not be liable for any delays, loss, or damage in transit. Unless otherwise agreed in the Sales Confirmation, CCHYSAN shall deliver the Goods to the location specified in the Sales Confirmation (the “Delivery Point”) using CCHYSAN’s standard methods for packaging and shipping such Goods. Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point. Buyer shall be responsible for providing equipment and labor reasonably required for receipt of the Goods at the Delivery Point. CCHYSAN may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. Buyer may not suspend performance under this Agreement, nor reschedule any delivery, except as specifically agreed to in writing by CCHYSAN.
Buyer shall promptly inspect all Goods when delivered and will immediately notify CCHYSAN of any nonconformance discovered. CCHYSAN will have a reasonable opportunity to inspect and confirm any nonconformance identified by Buyer. All Goods will be deemed accepted by Buyer unless CCHYSAN receives written notice of rejection from Buyer explaining the basis for rejection within five (5) days after delivery. Goods may only be rejected if not in conformance with the ordered product number or quantity. If CCHYSAN determines that there is a nonconformance, CCHYSAN will, at CCHYSAN’s election, correct or replace the Goods or issue Buyer a refund for the nonconforming Goods. The foregoing shall be CCHYSAN’s sole and exclusive liability and Buyer’s sole and exclusive remedy in the event any Goods are nonconforming when delivered. Any rejected Goods must be returned to CCHYSAN in accordance with CCHYSAN’s written instructions. If CCHYSAN determines that a rejection was improper, Buyer will be responsible for all costs incurred by CCHYSAN attributed to the improper rejection, and Buyer will pay these costs immediately upon receipt of CCHYSAN’s invoice for them. Purchaser waives any right to revoke acceptance once deemed or given. Except as expressly provided in this Section 3and Section 5 below, all sales of Goods are final and Buyer shall not be entitled to return or receive any refund for any Goods.
4. Limited Warranty. CCHYSAN warrants that Goods will be free from defects in materials and workmanship for a period of one year from the time of delivery (the “Warranty Period”). This warranty does not apply to any Goods that, upon examination by CCHYSAN, or CCHYSAN’s authorized service provider, are found to have been (i) mishandled, misused, abused, tampered with, improperly maintained or otherwise damaged by Buyer or any third party; (ii) altered from their original state; (iii) overhauled, refurbished, or repaired by a party other than CCHYSAN without CCHYSAN’sprior written approval; or (iv) improperly stored or operated, or maintained in a manner inconsistent with CCHYSAN’s instructions. The foregoing warranty does not apply to any defects attributable to, and CCHYSAN shall have no liability to Buyer or any third-party for any (i) normal wear and tear, (ii) defects or other liabilities attributable to a failure to comply with CCHYSAN’s safety warnings, (iii) accidents or misuse, or (iv) careless or neglectful transportation. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 4, THE GOODS ARE PROVIDED ON A STRICTLY “AS IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND, AND CCHYSAN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, CCHYSAN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, FOR CONSUMABLES, WHETHER A COMPONENT OF ANY GOOD OR SOLD SEPARATELY. No employee, agent, franchisee, dealer, manufacturer or other person is authorized to give any warranties of any nature on behalf of CCHYSAN.
5. Warranty Claims and Remedies. CCHYSAN shall not be liable for a breach of the warranty set forth in Section 4 unless: (i) Buyer gives written notice of the defect, reasonably described, to CCHYSAN within the Warranty Period; (ii) CCHYSAN is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by CCHYAN) returns such Goods to CCHYSAN’s place of business at CCHYSAN’s cost for the examination to take place there; and (iii) CCHYSAN reasonably verifies Buyer’s claim that the Goods are defective. Subject to the foregoing, with respect to any such Goods during the Warranty Period, CCHYSAN shall, in its sole discretion, either: (a) repair or replace such Goods (or the defective part); or (b) credit or refund the Price of such Goods; provided that, in each case ((a) and (b)), if CCHYSAN so requests, Buyer shall, at CCHYSAN’s expense, return such Goods to CCHYSAN in accordance with CCHYSAN’s written instructions. THE REMEDIES SET FORTH IN SECTION 5 SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND CCHYSAN’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 4.
WITHOUT LIMITING THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT (I) CCHYSAN SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY KIND, AND (II) BUYER SHALL INDEMNIFY, DEFEND AND HOLD CCHYSAN HARMLESS FROM ANY AND ALL LIABILITY ARISING OUT OF OR RELATING TO THE USE OF ANY GOODS AFTER DELIVERY, INCLUDING ANY NEGLIGENT OPERATION THEREOF AND ANY PERSONAL INJURY (INCLUDING DEATH) AND/OR PROPERTY DAMAGED ARISING OUT OF OR RELATING TO THE USE OF ANY GOODS.
6. Compliance with Law. Buyer shall comply with all applicable laws, rules, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import or export clearance.
7. Termination. In addition to any remedies that may be provided under these Terms, CCHYSAN may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for five (5) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
8. Confidentiality. Buyer shall keep confidential and not directly or indirectly disclose to any third party any Confidential Information of CCHYSAN, as defined herein, without CCHYSAN’s prior written consent. “Confidential Information” includes, but is not limited to, business, financial, statistical, and commercial information, pricing, technical data and information, formulae, analyses, trade secrets, ideas, methods, processes, know how, computer programs, designs, data sheets, schematics, configurations, and drawings, and any other information that is identified by CCHYSAN as confidential or proprietary or should reasonably be understood by Buyer to be of a confidential or proprietary nature. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by Buyer; (ii) is or becomes available to Buyer on a non-confidential basis from a source other than CCHYSAN when such source is not subject to any confidentiality obligation with respect to such information; or (iii) was independently developed by Buyer without reference to CCHYSAN’s Confidential Information, and Buyer can verify development of such information by written documentation.
9. Limitation of Liability. IN NO EVENT SHALL CCHYSAN BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CCHYSAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL CCHYSAN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO CCHYSAN FOR THE GOODS SOLD UNDER THIS AGREEMENT.
10. Order of Precedence. In the event of any inconsistency between the these Terms and the Sales Confirmation, such inconsistency shall be resolved by giving precedence in the following order: (i) the Sales Confirmation, and (ii) these Terms.
11. Governing Law; Venue. All matters arising out of or relating to the Agreement are governed by and construed in accordance with the internal laws of the State of Vermont without giving effect to any choice or conflict of law provision or rule (whether of the State of Vermont or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Vermont. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Vermont in each case located in the State of Vermont, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
12. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
13. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
14. Modifications. A Sales Confirmation may only be modified by a written instrument signed by duly authorized representatives of the Parties.
15. Force Majeure. CCHYSAN shall not be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond CCHYSAN’s reasonable control, including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire, earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) other similar events beyond the reasonable control of CCHYSAN.
16. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.
17. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of CCHYSAN. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
18. Waiver. No waiver by CCHYSAN of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by CCHYSAN. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
19. Severability. If any term, condition, or provision herein is invalid, ineffective, or unenforceable under present or future laws, then the remainder of the terms, conditions, and provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.
20. Headings. The headings used herein are for reference purposes only and shall not affect the meaning or interpretation of any term, condition, or provision herein.
21. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Limitation of Liability, Confidential Information, Governing Law, Submission to Jurisdiction, and Survival.