Terms of Sale

Last Modified: November 2023

The following terms and conditions apply to all orders and purchases made by you (“Buyer”) for products and services (collectively, the “Goods”) from APPLIED Adhesives, a division of Applied Products, Inc. (“Seller”).  In the case of conflict with any other terms and conditions you have with Seller, these terms shall prevail.

  1. NO WARRANTY. Due to the variable conditions under which these Goods may be shipped, stored, handled, provided or used SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT OR ANY OTHER WARRANTY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
  2. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES RELATED TO LOSS OF USE, DIMINUTION IN VALUE, PRODUCTIVITY, REPUTATION, FINANCING, BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, REVENUE OR PROFITS, WHETHER ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING SOLE OR PARTIAL NEGLIGENCE OF SELLER, STRICT LIABILITY, AND PRODUCT LIABILITY), OR OTHERWISE, REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY OR TORT, INCLUDING SOLE OR PARTIAL NEGLIGENCE OF SELLER, STRICT LIABILITY AND PRODUCT LIABILITY), IN NO EVENT SHALL SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE GOODS EXCEED THE AMOUNT PAID BY BUYER TO SELLER FOR THE GOODS.

  1. PARTICULAR APPLICATION. Seller is not liable or responsible for any particular application of the Goods. From time to time, Seller or Seller’s agents may offer recommendations or advice regarding use of the Goods. BUYER AND SELLER UNDERSTAND AND AGREE THAT RECOMMENDATIONS OR ADVICE FROM SELLER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED WARRANTY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. This provision applies to all Goods and cannot be altered by Seller, Buyer, or any agent of Seller or Buyer.
  2. PRICES. The prices stated herein are F.O.B. Seller’s plant and are based on the quantities specified for delivery in a single lot. Such prices are subject to adjustment by Seller for any change made by Buyer and approved by Seller in quantities, delivery or other terms hereof, or for any general price revision made by Seller.
  3. PAYMENT. Payment terms are net thirty (30) days after which Buyer agrees to pay the maximum interest allowable under Minnesota law on any late payments.
  4. DELIVERY. If no shipment schedule is specified at the time of this acceptance, shipment shall be made at Seller’s sole discretion.
  5. TAXES AND FEES. Prices stated by Seller do not include any manufacturers, sales, use or other excise taxes, charges, or duties, and the amount of any such taxes, charges or duties which Seller is required to pay or collect will be invoiced to Buyer and Buyer shall pay all such taxes, charges, and duties and all other taxes, charges and duties of whatever nature assessed upon or related to the Goods. Buyer shall also pay any collection fees and reasonable attorneys’ fees incurred by Seller in collecting payment of the purchase price and any other amounts for which Buyer is liable under the terms and conditions hereof.
  6. SHIPMENT; RISK OF LOSS; TITLE. All products are sold F.O.B. Seller’s manufacturing and/or warehouse facility and unless otherwise stated herein, Seller reserves the right to select the means of transportation. Risk of loss of the Goods shall pass to Buyer at the time the Goods are tendered for shipment under the terms F.O.B. Seller’s manufacturing and/or warehouse facility. All deliveries made via public carriers are made subject to the terms of such carrier’s bill of lading and tariffs, and the carrier shall be deemed to be Buyer’s agent irrespective of the terms of sale. The Seller shall have no liability whatsoever for delay in delivery. Title to the goods shall remain with Seller until full payment is received by Seller.
  7. CONTAINERS. All returnable containers used in connection with shipments of Seller’s Goods are the property of the Seller and are loaned to Buyer. Buyer shall use such containers only for reasonable storage of Seller’s goods originally delivered therein only for a reasonable time, and Buyer shall return such containers in good condition when empty.
  8. CANCELLATION, MODIFICATION, SUSPENSION. For any cancellation, modification, suspension, or delay in shipment of Buyer’s order, Buyer agrees to fully indemnify and reimburse Seller against all loss, liability, costs and expenses, including but not limited to direct costs, indirect costs, overhead, lost profits and attorneys’ fees and costs, relating in any way to the cancellation, modification, suspension or delay.
  9. CREDIT APPROVAL. Shipments, deliveries and performances of work shall at all times be subject to the approval of Buyer’s credit. Seller may at any time decline to make any shipment or delivery of Goods or perform any services, except upon receipt of full payment or upon such other terms and conditions satisfactory to Seller.
  10. CONTRARY TERMS; ENTIRE AGREEMENT. Seller’s and Buyer’s obligations and rights shall be governed only by the terms and conditions contained herein, and the provisions of any purchase order or other writing inconsistent herewith, shall not constitute a part of the parties’ agreement. This writing is intended by the parties to be a final expression of their agreement and is intended also as a complete and exclusive statement of the terms and conditions thereof.
  11. NOTICE. Any notice shall be considered given when sent via e-mail to the e-mail address associated with your account.
  12. WAIVER. No claim or right arising out of a breach of this agreement can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the Seller.
  13. DAMAGES, SHORTAGES & CREDITS. Damages, defects or shortages must be communicated immediately to the Seller. Discrepancy in pricing and/or quantities on invoices must be reported to Seller within 10 days of the invoice date. Claims made more than 10 days following the invoice date may not be honored.
  14. ASSIGNMENT. Buyer shall not assign its rights under this agreement without prior written consent from Seller.
  15. CONTROLLING LAW. These Terms of Sale and all orders, transactions, conduct, disputes and causes of action related to these Terms of Sale will be governed exclusively by the internal laws of the State of Minnesota, without reference to conflict of law principles.
  16. RETURNS. All materials and Goods returned for credit are subject to a restocking fee of _______. All returns must be authorized by Seller and returned within 30 days of __________. Special order items may not be returned.
  17. LIMITATIONS OF ACTIONS; VENUE. Any claim made or action commenced by Buyer related in any way to the Goods or these Terms and Conditions must be brought within one year from the date of shipment of Goods from Seller to the Buyer or work performed by Seller. Buyer agrees that all disputes arising from Seller’s sale of the Goods (including provision of services) to Buyer or related in any way to these Terms of Sale shall be brought, if at all, exclusively in and before a court located in Hennepin County, Minnesota United States District Court for the District of Minnesota or Hennepin County District Court. You consent to jurisdiction of such court and agree that service of process as provided by Minnesota law for nonresident persons or foreign corporations shall be sufficient in all respects.
  18. DELIVERY AND FORCE MAJEURE.All quoted delivery dates are approximate. Deliveries shall be F.O.B. Seller’s manufacturing and/or warehouse facility , unless otherwise designated by Seller. Seller shall not be liable for any delay in production or delivery including, but not limited to, act of God, war or other hostilities, civil commotion, riots, act or failure to act of government, act or omission of Buyer, pandemic, fire, flood, strike or labor trouble, sabotage or delay in obtaining from others suitable services, materials, components, equipment or transportation, or other similar contingencies or circumstances and the time of performance shall be extended for a period of time equal to the period of delay and its consequence. Seller will give to Buyer written notice at the onset and expected duration of such circumstances (if known). Seller shall not be liable for any damage to or loss of product following delivery to the F.O.B. point, including any damage or loss in transit.
  19. CUSTOMS LAWS. It shall be the sole responsibility of Buyer to comply with all import and export license requirements and other similar customs rules and regulations related thereto, including the U.S. Export Administration Act, as amended, (collectively “Customs Laws”) of the countries through, to, or from which the materials are shipped. Buyer agrees to fully indemnify and reimburse Seller against all loss, liability, costs and expenses, including but not limited to direct costs, indirect costs, overhead, lost profits and attorneys’ fees and costs, relating in any way to Buyer’s failure to comply with such Customs Laws.
  20. LEGAL FEES. Buyer will be liable and reimburse Seller for any and all legal and attorneys’ fees and costs incurred by Seller to enforce these Terms of Sale.
  21. BATTLE OF THE FORMS. The parties have agreed that it is their intent that the “battle of the forms” under Section 2-207 of the Uniform Commercial Code shall not apply to these Terms or to any purchase order form of Buyer relating to these terms. It is the parties’ intent that these Terms shall exclusively control the relationship of the parties, and in the event of any inconsistency between any purchase order or form sent by Buyer to Seller, these Terms shall control.

Your Questions, Comments and Concerns

If you have any questions about this Website or these Terms of Sale, please contact us using the following information:

APPLIED Adhesives
6035 Baker Road
Minnetonka, MN 55345
800.365.2480
info@appliedproducts.com