PHONE: +1 888-656-3313
PHONE: +1 888-656-3313
Order Now

Customer General Terms and Conditions

These general terms and conditions (the “Terms”) are incorporated into the quote or invoice to which the Terms are attached and together constitute the entire agreement (the “Agreement”) between you (the “Buyer”) and Perlite.com, LLC (the “Seller”), individually each a “Party” and together the “Parties.”  Any conflicting general term or condition on the part of Buyer shall be deemed superseded and replaced by the foregoing as a condition of sale.  Any additional or subsequent term or condition of Buyer shall not be binding on Seller, and all such conditions are hereby expressly rejected, unless specifically agreed to in a writing signed by an officer of Seller.

  1. Product Production Disclaimer
    The product(s) that you are receiving as part of this order are not produced, manufactured, controlled, or supplied by Seller. The product(s) have been produced and provided by a third-party manufacturer (the “Supplier”), from whom Seller has arranged to purchase the product(s). Seller acts solely as an intermediary in the sale of these product(s) to Buyer. Seller hereby disclaims any and all liability, to the fullest extent permitted by applicable law, for the product(s) sourced from Supplier.
  2. Right to Sell
    This Agreement does not limit Seller’s right to manufacture or sell the product(s), nor does it preclude Seller from manufacturing or selling the product(s) to any person or entity (including competitors of Buyer).
  3. Cancellation
    Buyer will promptly notify Seller of any cancellation of a Purchase Order within five (5) business days prior to the scheduled delivery date (“Delivery Date”) If Buyer cancels an order after it has been shipped, Buyer shall also be responsible for shipping fees, including return shipping. If cancellation results in additional fees, they will be invoiced to Buyer.
  4. Delivery and Transportation to Buyer’s Premises
    Delivery of the product(s) by Seller shall occur at the Buyer’s location as specified by the Buyer upon submitting a Purchase Order (the “Delivery Point”). Shipping terms shall be DAP (Delivered at Place) at Delivery Point. Buyer shall grant Seller and its transportation providers access to the Delivery Point during regular business hours or any hours agreed in the course of scheduling delivery of the product(s). Buyer shall be responsible for unloading the product(s) at the Delivery Point. Each load shall be prepared and/or packaged as customary by Supplier to prepare the product(s) for transport, unless the applicable Purchase Order requests special packaging requirements. Any load stabilization or restraints required to secure the safe transport of any load of product(s) shall be the responsibility of Seller and its transport provider. Seller shall insure or utilize a carrier that insures against risk of loss during transportation of the product(s) to Buyer.
  5. Transfer of Title and Risk of Loss
    Buyer shall take possession of the product(s) upon delivery of the product(s) to the Delivery Point. Title to the product(s) and risk of loss of the product(s) passes to Buyer upon Seller’s transport provider‘s arrival at the Delivery Point.
  6. Inspection
    Buyer should immediately inspect the product(s) upon delivery and report any issues with the product(s) to Seller. Buyer has a period of five (5) days after the Delivery Date to inspect the product(s) (the “Inspection Period”). Buyer waives any claims under the Limited Warranty unless it notifies Seller in writing of any Nonconforming Product(s) during the Inspection Period and furnishes documentation reasonably required by Seller. “Nonconforming Product(s)” means only (i) product(s) that are different than the product(s) identified in this Agreement or the applicable Purchase Order; or (ii) the product’s label or packaging incorrectly identifies its contents.
  7. Tax Responsibilities
    Product(s) prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, levies and charges of any kind imposed by any governmental authority on any amounts payable by Buyer, including customs duties. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s net income. With respect to imported product(s), Buyer shall be the importer of record for all product(s) to the extent applicable, and shall be solely responsible for payment of any and all applicable value added, goods and services, and similar taxes. Buyer shall further indemnify, protect and hold Seller harmless from the imposition of any liability for payment of such taxes.
  8. Late Payments
    Seller may charge interest at a rate of 18% per annum on overdue invoices or accounts. Additionally, Seller may suspend all further deliveries of the product(s) until payment has been made in full for any outstanding invoiced amounts. Buyer shall reimburse Seller for all costs incurred in securing or collecting any late payments, including without limitation attorneys’ fees.
  9. Security Interest
    Seller reserves the right to file mechanic’s or other purchase money security interest liens on the product(s), and any products or accessions into which the product(s) are incorporated and Buyer hereby consents to the filing and perfecting of any such lien by Seller. Buyer acknowledges that this security interest is a purchase-money security interest pursuant to Oregon law and Seller shall be entitled to all applicable rights and remedies of a secured Party under applicable Law, including the right to file a UCC-1 financing statement or other security instrument to perfect Seller’s security interest, and Buyer agrees to execute any and all such instruments, statements or other documentation necessary to perfect Seller’s security interest at Seller’s request.
  10. Effect of Termination
    Termination of this Agreement will automatically cancel any outstanding Purchase Orders that are scheduled to be fulfilled subsequent to the effective date of termination, despite any acceptance by Seller, unless Seller expressly agrees to fill any such Purchase Orders. Termination of this Agreement shall not relieve Buyer of any payment obligations relating to orders then in progress to the extent work is performed by Seller, including Seller costs incurred or that cannot reasonably be avoided. Upon termination, any and all amounts owing by Buyer shall become immediately due and payable to Seller, without further notice to Buyer.
  11. Limited Warranty
    Seller warrants that the product(s) will materially conform to the written specifications (the “Specifications“) for such product(s) attached (the “Limited Warranty”). The Limited Warranty will be void for that portion of any of the product(s) that (i) has been subjected to abuse, misuse, neglect, negligence, accident, exposure to the elements, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions, or any use contrary to any instructions issued by Seller or (ii) has been processed, altered or modified in any way. If Buyer timely notifies Seller of any Nonconforming Product(s), Seller shall, in its sole discretion, (i) replace such Nonconforming Product(s) with conforming product(s), or (ii) credit or refund the price for such Nonconforming Product(s). Buyer shall leave or return the Nonconforming Product(s) at or to the Delivery Point, at Buyer’s sole expense and risk of loss. Buyer acknowledges and agrees that these are Buyer’s exclusive remedies for the delivery of Nonconforming Product(s).
  12. DISCLAIMER
    EXCEPT FOR THE LIMITED WARRANTY: (i) ALL PRODUCT(S) ARE PROVIDED “AS IS.” SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE WITH RESPECT TO THE PRODUCT(S) AND ANY SELLER MATERIALS; AND (ii) WITHOUT LIMITING THE FOREGOING, SELLER MAKES NO WARRANTY OF ANY KIND THAT THE PRODUCT(S) OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET BUYER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER PRODUCT, SYSTEM, OR OTHER GOOD, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL EFFECT OR ERROR FREE. SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF.
  13. Limitations of Liability
    Except for each Party’s liability arising with respect to breaches of confidentiality and its indemnification obligations hereunder, in no event will either Party be liable under or in connection with this Agreement or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any (a) loss of production, lost profits, use, business, revenue, or profit or diminution in value; (b) loss of goodwill or reputation; or (c) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages. To the fullest extent permitted by applicable law, the Seller’s total liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total contract price paid by the Buyer under the Agreement.
  14. Confidential Information
    Either Buyer or Seller (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) information about its business affairs, the product(s) and services, processes, intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, including pricing information. Such information, as well as the terms of this Agreement, whether made orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is collectively referred to as “Confidential Information”. Notwithstanding the foregoing, Confidential Information does not include information that, at the time of disclosure (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this section by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third party source that is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed pursuant to applicable law.
  15. Protection of Confidential Information
    The Receiving Party shall (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
  16. Indemnification
    Each Party shall indemnify, defend, and hold harmless the other Party and its respective subcontractors and affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee“) from and against any and all losses incurred by such Indemnitee resulting from any action or claim by a third party (other than an affiliate of an Indemnitee) that arises out of or result from, or are alleged to arise out of or result from (i) breach of this Agreement by such Party, including for late or non-payment; (ii) use of the product(s) for any purpose by any party or person, including any claim of property damage, personal injury or death; (iii) the negligence, gross negligence, recklessness, intentional or willful misconduct of the Party, its affiliates, and their respective representatives; or (iv) allegation of facts that, if true, would constitute breach of any of the Party‘s representations, warranties, covenants, or obligations under this Agreement.
  17. Compliance with Laws
    Buyer is in compliance with and, throughout the term of this Agreement, shall comply with, all applicable laws, regulations and ordinances. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.
  18. Negotiating Disputes
    The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons administering this Agreement. A Party may give the other Party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days after delivery of the original notice, the receiving Party shall submit a written response to the other Party. Each of the original notice and subsequent response shall include with reasonable particularity (a) a statement of that Party’s position and a summary of arguments supporting that position, (b) the proposed remedy, and (c) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the response, the executives of both Parties shall meet at a mutually acceptable time and place. Unless otherwise agreed in writing by the negotiating Parties, the above-described negotiation shall end at the close of the first meeting of executives described above (the “First Meeting“). Such closure shall not preclude continuing or later negotiations, if desired. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the Parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceedings involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation. At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by the Arbitration Service of Portland in Portland, Oregon or by agreement of the Parties. This limitation is inapplicable to a Party if the other Party fails or refuses to comply with the requirements of this section. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in this section are pending and for fifteen (15) calendar days thereafter.
  19. Arbitration
    If the Parties do not reach an agreed upon solution on or prior to the date of the First Meeting, then either Party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to the product(s), this Agreement, and the Parties’ relationship with each other shall be finally settled by binding arbitration administered under the rules of the Arbitration Service of Portland in Portland, Oregon, by a single arbitrator appointed in accordance with said rules. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable, or whether a claim is subject to arbitration. To the extent permissible by applicable law, the arbitrator shall be empowered to grant whatever relief would be available in a court at law or in equity. The arbitrator’s award shall be written, and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction.
  20. Governing Law, Jurisdiction and Venue
     This Agreement and all disputes arising out of, or in connection with, this Agreement and related documents, including disputes relating to its validity, breach, termination or nullity shall be governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Oregon. Other than for entry of a final award by an arbitrator, exclusive venue shall be deemed to be Multnomah County, Oregon.
  21. Waiver of Jury Trial
    Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
  22. Notices
    All notices and other communications hereunder shall be in writing and shall be given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by internationally recognized courier (receipt requested); (c) on the date sent by facsimile or email (with written or electronic confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the seventh day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
    Such communications must be sent to the Parties at the addresses below, or to such other address that may be designated by a Party in writing:
    If to Seller:
    Perlite.com, LLC
    7805 SW 40th Ave Box 19615
    Portland, OR 97219-1643
    Attention: Nick Avenetti
    nick@perlite.com
    If to Buyer:
    To the contact specified on the Purchase Order at the provided delivery location listed on the Purchase Order.
  23. Entire Agreement
    This Agreement, together with all appendices and other attachments hereto and incorporated hereby, when interpreted in conjunction with the relevant Purchase Order as described above, constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
  24. Costs and Attorneys’ Fees
    Except as expressly provided in this Agreement, each Party shall bear and pay its own costs, fees and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement. In the event that any 0arbitration, action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of or related to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.
  25. Severability
     If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  26. Counterparts
    This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, DocuSign, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
  27. Assignment
    Buyer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Seller. Seller may freely assign this Agreement to any successor in interest or purchaser of Seller or its assets without the prior consent of Buyer.
  28. 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 on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  29. Waivers
    Except as otherwise provided, no waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise provided, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  30. Force Majeure
    Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, if such failure or delay is caused by or results from acts beyond Seller’s control, including: (a) acts of nature; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) requirements of law; (e) famine, plague, pestilence or pandemic illness; (f) actions, embargoes or blockades in effect on or after the date of this Agreement; (g) action by any governmental authority (whether or not having the effect of law); (h) national or regional emergency; (i) strikes, labor stoppages or slowdowns or other industrial disturbances; (j) shortages of or delays in receiving raw materials; or (k) shortage of adequate power or transportation facilities (each, a “Force Majeure Event”).
  31. Survival
    The provisions of this Agreement which by their nature must survive termination in order to give full effect to the intent hereof and the enforcement of the same, shall survive any termination of this Agreement.