Terms And Conditions Of Sale

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Sto Corp.

Terms and Conditions OF Sale

1.                  Applicability.

            These Terms & Conditions of Sale, together with the Sto Corp. Distributor Manual, a copy of which can be found at www.stodistributor.com (the “Distributor Manual”) and any documents they expressly incorporate by reference (collectively, the “Terms and Conditions”), govern the sale of products (the “Goods”) by Sto Corp. (“Sto”) to you (the “Buyer” or “you”) and your access and use of the eOrdering system . Please read these Terms and Conditions carefully. By clicking to accept or agree to the Terms and Conditions below OR placing an order through the eOrdering system, you accept and agree to be bound and abide by these Terms and Conditions. Notwithstanding anything herein to the contrary, if a signed contract between Buyer and Sto is in existence covering the sale of products covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms and Conditions. Furthermore, the terms set forth herein shall control to the extent such terms are inconsistent with those set forth in the Distributor Manual. These Terms and Conditions prevail over any of Buyer's general terms and conditions of purchase regardless 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 and Conditions. All terms and conditions set forth in any form submitted by Buyer are hereby rejected.

2.                  Ordering Guidelines. Orders placed through the eOrdering system, as well as changes and cancellations to such orders, are subject to Sto’s ordering guidelines set forth in the Distributor Manual.

3.                  Delivery.

(a)                      The Goods will be delivered within a reasonable time after the receipt of Buyer’s order through the eOrdering system, subject to availability and credit check. Sto shall not be liable for any delays, loss or damage in transit.

(b)                     Unless otherwise agreed in writing by the parties, Sto shall deliver the Goods to the carrier at the Sto warehouse indicated in the order placed through the eOrdering system (the "Shipping Point") using Sto's standard methods for packaging and shipping such Goods, as further described in the Distributor Manual. Buyer shall take possession of the Goods immediately upon delivery to the carrier at the Shipping Point.

(c)                      Sto 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 Goods shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

(d)                     If for any reason Buyer shall fail to accept delivery of any of the Goods, or if Sto is unable to deliver the Goods at the Shipping Point because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Sto, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.                  Shipping Terms; Title and Risk of Loss. Standard shipping terms for domestic and international sales are FCA (Incoterms 2010) Sto’s warehouse, freight collect, unless Buyer is a member of the Sto Freight Program, as more fully described in the Distributor Manual. Title and risk of loss passes to Buyer upon delivery of the Goods to the carrier at Sto’s warehouse.

5.                  Inspection and Rejection of Nonconforming Goods.

(a)                      Buyer shall inspect the Goods promptly upon receipt. Buyer will be deemed to have accepted the Goods unless Buyer notifies Sto of any Nonconforming Goods within 48 hours of receipt and furnishes such written evidence or other documentation as may be reasonably required by Sto. "Nonconforming Goods" means only the following: (i) product shipped is different than identified in Buyer’s order; or (ii) product's label or packaging incorrectly identifies its contents.

(b)                     Notifications of Nonconforming Goods must be placed and processed through the Sto Order Processing and Customer Relations Department. Buyer shall complete the electronic form located in the Support section of the extranet site at www.stodistributor.com.

(c)                      Buyer acknowledges that Sto has a no return policy on all Goods, other than Nonconforming Goods as set forth in Section 5(a). However, should a return be accepted, the Goods must be within its shelf life, non-tinted and in good condition. Furthermore, Buyer will be responsible for the payment of all costs associated with the return process, including a restocking fee plus freight charges, unless the Goods are Nonconforming Goods.

6.                  Price.

(a)                      The price for the Goods shall be indicated and confirmed by the Buyer at the time Buyer places an order through the eOrdering system (the “Price”). Pricing will vary based on location and the Sto plant or toll supplier shipping the materials.

(b)                     The Price is 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 amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes.

(c)                      If Buyer believes there is a discrepancy in Price for any Good, Buyer must bring such discrepancy to Sto’s attention immediately and before an order is confirmed by Buyer. Any requested changes to the Price by Buyer after the Goods have shipped that are agreed to by Sto will be subject to a 5% processing fee added on to the adjusted Price.

7.                  Payment Terms.

(a)                      Buyer shall pay all invoiced amounts due to Sto within 45 days from the date of Sto's invoice, unless Buyer and Sto have agreed to other payment terms prior to the shipment of Goods. Buyer shall make all payments hereunder by wire transfer or other means of electronic transfer and in US dollars, unless Buyer is located in Canada, in which invoiced amounts shall be paid in Canadian dollars.

(b)                     Buyer understands and acknowledges Sto’s right to charge and collect service charges at the rate of 18% per annum on all late payments. Buyer shall reimburse Sto for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms and Conditions or at law, Sto shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder.

(c)                      Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Sto.

8.                  Trademarks.

(a)                      Buyer acknowledges that: (i) any and all of Sto’s Intellectual Property Rights (as defined in Section 8(b)) are the sole and exclusive property of Sto or its licensors; (ii) Buyer shall not acquire any ownership interest in Sto’s Intellectual Property Rights; (iii) any goodwill derived from Buyer’s use of Sto’s Intellectual Property Rights inures to the benefit of Sto or its licensors; (iv) if Buyer acquires any Intellectual Property Rights in or relating to Goods purchased or sold through the eOrdering system, such rights are deemed and are hereby irrevocably assigned to Sto or its licensors, as the case may be; and (v) Buyer shall not use any of Sto’s Intellectual Property Rights unless Buyer has received prior written consent from Sto.

(b)                     The term “Intellectual Property Rights” means shall mean all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or any governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction throughout in any part of the world. For purposes of this Agreement, the term “Trademarks” shall mean all rights in and to United States and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights and all similar or equivalent rights or forms of protection in any part of the world.

9.                  Limited Warranty.

(a)                      Sto offers limited warranties on the Goods, a description of which can be found on Sto’s extranet and the Sto Corp. website (www.stocorp.com).

(b)                     EXCEPT FOR THE limited WARRANTies on the goods DESCRIBED in the Section 9(a) (the “WARRANTY”), STO MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; AND (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(c)                      Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty referenced Section 9(a). For the avoidance of doubt, STO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

10.              Limitation of Liability.

(a)                      IN NO EVENT SHALL STO BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)                     IN NO EVENT SHALL STO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO STO FOR THE GOODS SOLD HEREUNDER.

(c)                      The limitation of liability set forth in Section 10(b) above shall not apply to liability resulting from Sto's gross negligence or willful misconduct.

11.              Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances (collectively, “Laws”). Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms and Conditions. Buyer shall be solely responsible for informing Sto of all Laws affecting the manufacture, sale, packaging and labeling of Goods which apply to the territories in which the Goods purchased hereby are being sold, distributed or used (“Local Regulations”). Buyer shall give Sto as much advance notice as reasonably possible of any prospective changes in the Local Regulations. Without limiting the generality of the foregoing, Buyer shall not engage in any activity or transaction involving the Goods, by way of resale, lease, shipment use or otherwise, that violates any Law.

12.              Responsibility for Local Licenses and Import Laws. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under these Terms and Conditions or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer shall be responsible for any customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with the importation and delivery of the Goods. Sto may immediately discontinuing selling and shipping Goods to Buyer if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods. Furthermore, by accepting these Terms and Conditions, Buyer agrees to comply with Sto’s Export Compliance Policy and Export Compliance Program, a copy of which can be found in the Sto Distributor Manual on www.stodistributor.com. Additionally, in the event that Buyer has knowledge of facts or incidents which Buyer believes may violate this provision or the U.S. Export Control Laws and Regulations, whether intentional or accidental, Buyer shall promptly notify Sto of the matter.

13.              Anti-Bribery and Anti-Corruption. To the extent that any of the Goods are being sold, distributed or marketed in a foreign jurisdiction, Buyer shall (i) comply with all applicable Laws relating to anti-bribery and anti-corruption (“Relevant Requirements”), including without limitation the United States Foreign Corrupt Practices Act; (ii) have and shall maintain in place its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate; and (iii) promptly report to Sto any request or demand for any undue financial or other advantage of any kind received by Buyer in connection with the purchase of Goods hereunder.

14.              Termination. In addition to any remedies that may be provided under these Terms and Conditions, Sto may discontinue selling or shipping Goods to Buyer, without notice to Buyer, if Buyer: (i) fails to pay any amount when due and such failure continues for 10 days after Buyer's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions, 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.

15.              Waiver. No waiver by Sto of any of the provisions of these Terms and Conditions is effective unless explicitly set forth in writing and signed by Sto. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms and Conditions operates or may be construed as a waiver thereof. Any waiver granted by Sto shall be a waiver for that specific instance or event only and shall not be deemed a continuing waiver for any other instance or event.

16.              Force Majeure. Sto shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached these Terms and Conditions, for any failure or delay in fulfilling or performing these Terms and Conditions when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Sto including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

17.              Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under these Terms and Conditions without the prior written consent of Sto. 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 these Terms and Conditions.

18.              Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions 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.

19.              No Third-Party Beneficiaries. These Terms and Conditions 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 and Conditions.

20.              Governing Law. All matters arising out of or relating to these Terms and Conditions is governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Georgia.

21.              Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to these Terms and Conditions shall be instituted in the federal courts of the United States of America or the courts of the State of Georgia in each case located in the City of Atlanta and County of Fulton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

22.              Severability. If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.