This is a demo store. No orders will be fulfilled.
Flow Cleanrooms & Supply, LLC Terms and Conditions of Sale
","device_type":"all","background_type":"image","background_style":"auto","background_position":"center-top","parallax_speed":0.5,"mouse_parallax_size":30,"mouse_parallax_speed":10000,"lg_background_type":"image","lg_background_style":"auto","lg_background_position":"center-top","md_background_type":"image","md_background_style":"auto","md_background_position":"center-top","sm_background_type":"image","sm_background_style":"auto","sm_background_position":"center-top","xs_background_type":"image","xs_background_style":"auto","xs_background_position":"center-top","type":"text","id":"ibxmywo","el_class":"col-main"},{"content":"All sales of products by Flow Cleanrooms & Supply, LLC, a Michigan limited liability company (“Flow”) are made on the following terms and conditions (the “Terms of Sale”). In these Terms of Sale, any products, accessories, furnishings, equipment, components, supplies, or materials sold by Flow to the Customer named in Flow’s quotation, Customer’s purchase order, or Flow’s acknowledgment (“Customer”) are referred to as “Products.” In consideration of Flow agreeing to provide Products to the Customer, the Customer agrees as follows:
","device_type":"all","background_type":"image","background_style":"auto","background_position":"center-top","parallax_speed":0.5,"mouse_parallax_size":30,"mouse_parallax_speed":10000,"lg_background_type":"image","lg_background_style":"auto","lg_background_position":"center-top","md_background_type":"image","md_background_style":"auto","md_background_position":"center-top","sm_background_type":"image","sm_background_style":"auto","sm_background_position":"center-top","xs_background_type":"image","xs_background_style":"auto","xs_background_position":"center-top","type":"text","id":"mt3jms6","el_class":"std"},{"content":"All Covid-19 Orders for IPA, IPA Wipes, Gloves, Protective Apparel, are non-returnable, non-refundable once we process the order.
","device_type":"all","background_type":"image","background_style":"auto","background_position":"center-top","parallax_speed":0.5,"mouse_parallax_size":30,"mouse_parallax_speed":10000,"lg_background_type":"image","lg_background_style":"auto","lg_background_position":"center-top","md_background_type":"image","md_background_style":"auto","md_background_position":"center-top","sm_background_type":"image","sm_background_style":"auto","sm_background_position":"center-top","xs_background_type":"image","xs_background_style":"auto","xs_background_position":"center-top","type":"text","id":"pepkome","el_class":"std"},{"content":"- \n
- Formation of Contract. These Terms of Sale, together with the terms and conditions of any other credit application, quotation, confirmation, acknowledgement, and/or invoice prepared by Flow, constitute the agreement between the parties (the “Contract”). Customer agrees to each and every term contained in the Contract as a precondition to Flow’s performance. Any term or condition in any purchase order or other form or document issued by Customer, regardless of the materiality of the term or condition, that differs from or is contrary to the terms and conditions contained in the Contract are objected to and excluded unless expressly agreed to in a written acknowledgment issued by Flow. No other terms or conditions not set forth in the Contract shall apply unless expressly agreed to in a written acknowledgment issued by Flow. \n
- Price. Prices will be as stated in Flow’s quotation, acknowledgement, and/or invoice, and are subject to change without notice. Unless otherwise acknowledged in a quotation, acknowledgement and/or invoice, prices do not include freight or transportation related charges. \n
- Quotations. Quoted terms shall remain in effect for thirty (30) days or such other time as is stated on Flow’s quotation. Flow’s quotations may require Flow’s interpretation of the materials required if plans or specifications are provided by Customer or Customer’s representatives. Flow makes no representations or warranties as to the accuracy or appropriateness of Flow’s quotation. Typographical and clerical errors in quotations, including errors in mathematical computation, are subject to unilateral correction by Flow. Customer shall be solely responsible for determining the materials and quantities required for a particular project or order. Flow’s quotation is based on various business factors and considerations and may not be used by any other contractor or any other person or entity without Flow’s written consent. All orders placed pursuant to a quotation are subject to approval by Flow and will not be binding upon Flow unless and until they are accepted in writing by an authorized representative of Flow. \n
- Payment. Unless otherwise specified in Flow’s quotation or acknowledgment, payment in full of the price is due at the location, and in the method, designated by Flow thirty (30) days after shipment of the Products, without setoff, discount, or other deductions or charges, as evidenced by Flow’s signed or unsigned delivery tickets or delivery records. Any payment that is not made when it is due shall accrue a finance charge of 1-1/2% per month or the maximum rate permitted by law, whichever is less. The accrual or payment of any interest as provided above is cumulative and will not constitute a waiver or election by Flow of any rights and remedies in connection with a default by Customer. If the shipment of Products is delayed by or at the request of Customer, payment will remain due in full thirty (30) days from the date of Flow’s invoice. In such event, Flow may impose, and Customer shall pay, storage charges and other incidental expenses incurred by Flow as a result of the delay, in addition to any interest on late payments as described above and any other remedies to which Flow may be entitled. Flow may require payment in advance or withhold future deliveries upon any late payment or reasonable uncertainty as to Customer’s ability to pay. Flow may change its quoted prices upon an unusual or unforeseen increase in Flow’s costs. Customer agrees not to send Flow payments marked “paid in full”, “without recourse”, or similar language. If Customer sends such a payment, Flow may accept it without losing any of Flow’s rights and Customer will remain obligated to pay any further amount owed to Flow. Title to the Products shall remain with Flow until the price owed to Flow is paid in full. If Customer fails or refuses to pay any part of the price when due, then title to the Products will not pass to Customer, and Flow can repossess the Products. \n
- Taxes and Other Charges. The purchase price does not include sales, use, excise, or similar taxes. Consequently, in addition to the purchase price for the Products, the amount of any present or future sales, use, excise, or other tax applicable to the sale or use of the Products sold hereunder shall be paid by Customer. \n
- No Damages for Delay. Although Flow will attempt to meet shipment and delivery schedules, Flow will not be liable to Customer for any damages resulting from late shipment or delivery, including but not limited to direct, indirect, economic, incidental, or consequential damages, including without limitation lost profits or income, loss of use, downtime, cover, and employee or independent contractor wages, payments, and benefits. \n
- Delivery and Risk of Loss. Unless otherwise agreed in writing, the risk of loss, theft, destruction, or damage to the Products shall pass to Customer F.O.B. Flow’s applicable facility or applicable shipping point. Any delivery dates or other schedule of performance by Flow are approximations, and the sole obligation of Flow with respect to the schedule of delivery or performance will be to use reasonable commercial efforts to meet scheduled shipping, delivery and performance, but time is not of the essence. Flow may ship all the Products at one time or in portions from time to time. Flow shall have the right, but not the obligation, to determine the method of shipment and routing of the Products, unless otherwise stated in Flow’s quotation or acknowledgment. Customer or its carrier shall be responsible for supervising the loading and unloading of Products and for securing all loads for safe transport, and shall indemnify and hold Flow harmless from any liability for personal injury, death, property damage, or other loss resulting from the loading, transport, delivery or unloading of the Products. \n
- Unavoidable Delay. If Flow is not able to finish and deliver the Products to Customer on time because of anything Flow cannot control (including, without limitation, typical “force majeure” events such as casualty, labor trouble, accidents, unavailability or delays of supplies or transportation), then the estimated delivery or performance time shall be extended accordingly, and Flow shall not be liable to Customer for any damages caused by the delay. \n
- Limited Warranty; Defects; Remedies. The limited warranty set forth herein applies only to Products that Angstom manufactures. All other Products are sold AS-IS, without warranty; provided, however, that Flow assigns to Customer any warranties provided by third party manufacturers of such Products, to the extent that they are assignable. Flow warrants that the Products that it manufactures have been manufactured in accordance with the specifications supplied by the Customer in writing, if any, subject to any changes agreed to, in writing, between Flow and Customer. Subject to the terms and conditions set forth herein, Flow warrants such manufactured Products to be free from defects in materials and workmanship for a period of ninety (90) days beginning from the date of delivery.\n
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Customer agrees to inspect the Products immediately upon receipt of such Products from Flow. If any item of Products that is manufactured by Flow and is not subject to alteration, improper installation, abuse or misuse proves to be defective (as defined below), and if Customer gives written notice to Flow of such defect within ninety (90) days after the date of delivery, and does not alter, improperly install, abuse, or misuse the Products, then Flow shall, at Flow’s sole option, either repair or replace the defective item, at Flow’s expense. Flow will have no liability for any claims arising from use that is not in accordance with Flow’s instructions and specifications. Similarly, Flow will have no liability for any claims arising from Products that have been altered, improperly installed, abused, or misused by any person other than Flow. Flow shall not be responsible for the expense of locating or removing any defective Products or re-installing any repaired or replacement Products. Notice of a breach of Flow’s warranty must be made in writing addressed to Flow, setting forth sufficient details to permit identification by Flow of the claimed defect. Samples should accompany such notification. If Customer alters, improperly installs, abuses, or misuses the Products or fails to notify Flow within the applicable warranty period following shipment of the Products, then any claim for breach of warranty shall be conclusively deemed to have been waived by Customer with respect to the alleged defect. In the event of a defect in any Products constituting a breach of the warranty provided herein, Customer must comply with Flow’s instructions for the disposition of the defective Products. Customer will not have any warranty claim unless it has timely provided to Flow return of the defective Products, transportation prepaid (if required by Flow), and proof that the Products were not altered, improperly installed, abused, or misused. No Products shall be returned to Flow without Flow’s prior consent. The acceptance of any Products returned to Flow shall not be deemed an admission that the Products are defective or in breach of any warranty, and if Flow determines that the Products are not defective, Flow may return them to Customer at Customer’s expense.
\nIf Flow fails to repair or replace any defective item manufactured by Flow within a reasonable time, then Flow shall be liable to Customer for the lesser of (i) the reasonable costs of repair or replacement by a third party, or (ii) that part of the purchase price of the defective Products that Customer shall have paid, but Customer shall not obtain repair or replacement by a third party without giving Flow at least fifteen (15) days prior written notice, during which time Flow may repair or replace the defective item. In no event will Flow’s aggregate liability exceed the amount actually paid by Customer to Flow for the defective Products. An item shall be considered “defective” only if it is found by Flow to have been defective in materials or workmanship and if the defect materially impairs the value of the Products, except that the Products shall not be defective to the extent that (i) they conform with drawings of or specifications for or a sample of Products that have been approved by Customer, (ii) they are inspected and not rejected by Customer, (iii) they conform with Products, testing results, dimensional layouts or manufacturing methods that have been submitted and approved by Customer, (iv) they are improperly installed and such improper installation causes the claimed defect or damage, or (v) they are damaged due to the method or length of storage or in the course of installation. Flow does not warrant the workmanship or any components supplied by third parties who have provided component parts for, performed work on, or installed the Products. If Customer’s representative agrees, either orally or in writing, to a change in or waiver of the specifications for any item of Products, then such Products shall not be considered defective to the extent they conform to the specifications as so changed or waived. This Section sets forth Customer’s sole and exclusive remedies for any defect in the Products. The warranty provided to the Customer herein is non-transferable. Neither Customer nor any other person may modify or expand the warranty provided herein, waive any of the limitations, or make any different or additional warranties with respect to the Products. Any statements to the contrary are hereby rendered null and void unless made in a writing signed by an authorized officer of Flow. Except as stated herein, Customer shall not have any right of rejection or revocation of acceptance of Products.
\n\n \n - Limitations. EXCEPT AS STATED IN SECTION 9, CUSTOMER PURCHASES ALL PRODUCTS “AS IS” AND Flow DOES NOT MAKE ANY OTHER WARRANTY AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED AS TO THE PRODUCTS AND, IN PARTICULAR, DOES NOT MAKE ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE PROPER APPLICATION AND USE OF THE PRODUCTS. Flow’s warranty applies only to Products that it manufactures. All other Products are sold AS IS, without warranty; provided, however, that Flow assigns to Customer any warranties provided by third party manufacturers of such Products, to the extent that they are assignable. Customer must take reasonable steps to mitigate any loss and, regardless of any other obligation Flow may otherwise have to the Customer, Flow is not responsible for any losses that Customer failed to reasonably mitigate. Flow shall not have any tort liability to Customer or any other person with respect to any of the Products. Flow SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES ARISING FROM ANY PRODUCT DEFECT, DELAY, NONDELIVERY, RECALL OR OTHER BREACH. If Products are sold by Customer, Customer will include in its agreement for resale provisions that limit recoveries in accordance with these Terms of Sale. In case of Customer’s failure to include in any agreement for resale the Terms of Sale providing for such limitations, Customer will indemnify and hold Flow harmless against any liability, loss, cost, damage, or expense (including reasonable attorney fees) arising out of or resulting from the failure. \n
- Solvency and Security Interest. Customer represents and warrants that Customer is solvent. Customer grants and Flow retains a security interest in the Products (and any proceeds thereof) to secure payment of the price and all other indebtedness that Customer now and in the future owes to Flow, and Flow will have all rights of a secured party under the Uniform Commercial Code with respect to the Products. Customer hereby authorizes Flow to create and file a financing statement to perfect its interest in the Products. Customer agrees to execute and deliver such other documents as requested by Flow to create, perfect, preserve or enforce such security interest, and appoints Flow as its attorney-in-fact with authority, at Flow’s option, to take actions as Flow deems reasonable in the circumstance to perfect the above security interest in any one or more jurisdictions. Customer shall pay (or reimburse Flow) for any and all applicable filing fees. \n
- Changes. With respect to any Products manufactured by Flow, Flow shall have the right to make design or engineering changes in its parts, equipment, processes and methods of manufacture, but Flow will not, without Customer’s approval, make a change in operational or dimensional specifications submitted by Customer and agreed to by Flow. \n
- Quantities. Customer agrees to inspect the quantity of Products immediately upon receipt of such Products from Flow. Any claim by Customer that Flow failed to deliver the agreed-upon quantity of Products must be submitted to Flow in writing upon the receipt and immediate inspection of the Products. If Customer fails to do so, then it shall be conclusively presumed that the quantity provided in the packing list was delivered and any claim to the contrary shall be irrevocably waived. \n
- Permits and Compliance. Flow is not responsible for obtaining any permits, inspections or licenses required for use, installation or operation of the Products. Flow does not make a representation or promise that the Products will conform to a law, ordinance, regulation, code or standard. Customer will be responsible for compliance with any and all federal, state, or local laws or regulations respecting safety or respecting use of the Products and shall indemnify and hold Flow harmless from and against any and all claims of violations of laws or regulations or other claims of personal injury or property damage directly or indirectly related to the installation, maintenance, or operation of the Products. \n
- Components of Another Product. If any of the Products constitute parts or components that are to be incorporated or installed in a product that is manufactured or assembled by or for Customer, then (a) Customer shall obtain, or cause the end-user of the product to obtain, all permits, inspections and licenses that are required for installation or operation of the product, (b) Customer shall cause the product to conform to all applicable laws, ordinances, regulations, codes and standards and (c) Customer shall place on the product all safety devices and warnings, and shall furnish to its customer all operating instructions, that are necessary or desirable to prevent death, personal injury or property damage from being caused by use or operation of the product. \n
- Safety Features. Customer shall install and operate the Products properly and according to Flow’s instructions, if any, and shall not remove or change any safety device, warning or instruction that Flow placed on or included with the Products. \n
- Tooling. With respect to Products manufactured by Flow, unless Flow and Customer expressly agree otherwise, in writing, tooling used by Flow in the manufacture of the Products will be Flow’s sole and exclusive property. If Flow and Customer expressly agree that tooling will be owned by the Customer, then Flow will impose and Customer must pay a separately-identified charge for tooling to be used in the manufacture of the Products, and, upon payment in full for such tooling, the tooling shall be the property of Customer, subject to the following: (a) risk of loss of the tooling shall at all times remain with Customer; (b) Flow retains a security interest in the tooling to secure all obligations that Customer at any time owes to Flow; (c) Customer shall not have any right to possess the tooling as long as Flow has any outstanding obligation to sell to Customer Products whose manufacture requires use of the tooling; (d) Customer shall reimburse Flow on demand for all costs of modifications of the tooling that are made reasonably necessary by changes in the specifications for the Products; and (e) upon Flow’s demand, Customer shall immediately remove the tooling from Flow’s premises, at Customer’s expense, and if Customer fails to do so within ten (10) days after that demand, then Flow may use, possess, destroy or otherwise dispose of the tooling, without further notice or liability to Customer. \n
- Support. Unless otherwise specifically provided in a quotation, acknowledgment, or invoice, authorized by Flow, the Contract does not include any services of Flow in connection with the installation of the Products. \n
- Cancellation; Returns. See our policies here. \n
- Insecurity and Adequate Assurance. If Flow ever believes in good faith that it has grounds for insecurity as to Customer’s performance under any contract between Customer and Flow to purchase Products (including but not limited to the Contract), then Customer shall provide adequate assurance of due performance within ten (10) days after Flow demands the assurance, which shall be considered to be a reasonable time. Customer’s failure to do so shall be considered to be a repudiation by Customer of all then-existing contracts (including but not limited to the Contract), that provide for Customer to purchase Products and/or services from Flow (“Outstanding Contracts”). “Grounds for insecurity” include, without limitation: (a) Customer’s failure to make a payment to Flow or to perform another obligation under any one or more Outstanding Contracts, (b) Customer’s insolvency, or (c) a deterioration in Customer’s financial condition after an Outstanding Contract was entered into. “Adequate assurance of due performance” includes, without limitation, providing a letter of credit or comparable security for all obligations of Customer that then exist or that will arise in the future under all Outstanding Contracts. \n
- Intellectual Property and Confidentiality. All inventions (whether or not patentable), devices, technologies, ideas, improvements, processes, systems, software and other works and matters that Flow creates or develops in the course of Flow’s design, development or manufacture of the Products (if any) and all drawings and specifications that Flow provides to Customer (if any) (collectively, the “Intellectual Property”) shall be Flow’s sole property, and Customer assigns, and agrees to assign, to Flow all right, title and interest that Customer now has or in the future acquires in the Intellectual Property. Customer shall not disclose or use any of the Intellectual Property or any information about Flow’s business, operations or activities, or any quotation or acknowledgment except to the extent necessary for Customer to use the Products. \n
- Indemnity. Customer shall indemnify and hold harmless Flow with respect to any and all costs, fees, penalties, damages, losses, claims and expenses, including but not limited to attorney fees, that Flow incurs as a result of: (a) Customer’s breach of any of Customer’s obligations under these Terms of Sale, including but not limited to Flow’s collection of past-due amounts, (b) Customer’s use or installation of the Products; or (c) any claimed unfair competition or patent, trademark or copyright infringement or any other claim resulting from Flow’s manufacture of any Products to Customer’s specifications or design. Flow shall indemnify and hold harmless Customer with respect to all damages, losses, claims and expenses, including but not limited to attorney fees, that Customer incurs as a result of Flow’s breach of any of Flow’s obligations under these Terms of Sale. \n
- Flow’s Rights. Flow has all rights and remedies that applicable law gives to Flow. Flow’s rights and remedies are cumulative and not alternatives, and Flow may exercise one or more of them from time to time. Flow shall not be deemed to have waived any right unless such waiver is express and written. Further, Flow’s waiver of any right on any occasion shall not be a waiver of any future exercise of that right or of any other rights. \n
- Time For Bringing Action. Any action that Customer brings against Flow for breach of the Contract or for any other claim that arises out of or relates to the Products or their design, manufacture, sale or delivery must be brought within one (1) year after the cause of action accrues or such shorter time as provided in the Contract. \n
- Applicable Law. The Contract between Flow and Customer shall be considered to have been made in the State of Michigan, and it shall be governed by and interpreted according to Michigan law. Either party shall bring any action that arises out of or relates to the Contract in any federal or state court in Kent County, Michigan that has jurisdiction of the subject matter, and Customer irrevocably consents that any such court shall have personal jurisdiction over Customer and waives any objection that the court is an inconvenient forum. \n
- Complete Agreement; Amendment. If Customer has not otherwise agreed to these Terms of Sale, then Customer’s acceptance of, delivery of, or payment for, the Products shall constitute Customer’s agreement to these Terms of Sale. The Contract will not be amended or supplemented by additional or inconsistent terms contained in a purchase order or another standard form. The terms on Flow’s quotation and acknowledgment and these standard Terms of Sale contain the entire agreement between Customer and Flow. Any change in the Contract must be by a writing signed by an authorized officer of Flow. \n