Terms & Conditions

PGM General Terms & Conditions

PGM Recovery Systems, Inc.
Effective Date: January 1, 2011
GENERAL TERMS & CONDITIONS OF PURCHASE
Murrieta, CA USA
 
1. ACKNOWLEDGEMENT. Seller acknowledges having received and approved a copy of the Auto Catalyst or Sensor Purchase Agreement HEREIN DEEMED PURCHASE AGREEMENT (PA). Seller accepts all of the terms and conditions of the PA by receiving an electronic copy, or a facsimile of the PA from the Buyer or by delivery of any Goods identified on this PA to the Murrieta, CA location or Stillwater Mining Company location in Columbus, MT.
 
2.Purchase Agreement. The PA sets forth the entire agreement between the parties regarding this transaction. No waiver or modification of any of the terms or conditions hereof nor any additional or inconsistent terms shall be effective against Seller unless approved in writing by an officer of Buyer. In the event that Buyer has or hereafter submits a purchase order or other document to Seller regarding this transaction and such document contains any additional or inconsistent terms, such additional or inconsistent terms shall be deemed material alterations within the meaning of California Uniform Commercial Code section 2207(2)(b) and shall not become a part hereof unless approved in writing by an officer of Seller.
 
3. NO WARRANTY OR GUARANTEE. SELLER MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THE MECHANICAL PROPERTIES OF THE GOODS. EXCEPT ONLY THAT SELLER WARRANTS THAT THE GOODS TO BE SOLD OR CONVERTED/EXCHANGED BY SELLER PURSUANT TO THIS PA SHALL SUBSTANTIALLY CONFORM TO THE DESCRIPTION SET FORTH IN THE PA. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Seller acknowledges that Buyer has made no representations, warranties or covenants of any kind regarding this transaction except as expressly set forth in the PA.
 
4. DELIVERY. Unless otherwise approved in writing by Seller, all Goods sold by Seller under the PA shall be delivered to Buyer at the address set forth on the PA hereof. Buyer acknowledges that a delivery date may be an approximate date only and that the actual date of delivery may vary due to freight schedules, and other causes. Buyer shall provide any appropriate shipping documents. All expenses incurred due to changes or delays to shipping documents shall be at Buyer’s expense.
 
5. EXCUSABLE DELAY. Notwithstanding anything herein to the contrary, Seller’s performance hereunder shall be suspended where prevented or hindered by causes beyond the control of Seller, such as accidents, strikes or other labor disturbances, fire, flood, earthquake, natural disaster, war, civil disturbance, governmental or military order, sabotage, equipment failure or repair, plant shutdown, theft, acts of terrorism, or acts of God. If Seller’s performance is delayed for more than one month as a result of such event, Buyer shall have the right to terminate any remaining performance of Seller under this PA.
 
6. RISK OF LOSS. Title and risk of loss and damage to any Goods subject to this PA shall pass to Seller immediately upon loading of the Goods on the carrier’s trucks, rail cars or vessels. Unless otherwise provided in this PA, Buyer shall have no obligation to insure any Goods. Buyer consents to any chartering or other transportation arrangements made by Seller. If Buyer has any particular requirements regarding chartering or transportation arrangements, Buyer must notify Seller thereof at least thirty (30) days prior to the scheduled date of shipment or delivery. Seller reserves the right to reject any such requirements which are unacceptable to Seller.
 
7. PRICE; TAXES. The purchase price for the Goods is payable in United States currency without deduction or offset, and free of any exchange unless provided otherwise herein. Any taxes, levies or other charges which may be imposed or levied on the sale or conversion/exchange of the Goods by Seller shall be paid by Buyer. Buyer shall be responsible for all personal property taxes imposed on its scrap materials and any taxes based or measured upon Buyer’s net income.
 
8. CLAIM NOTIFICATION. Buyer must notify Seller in writing of any claims of rejection, downgrades, defectiveness, weight shortages, or other nonconformity of Goods so that the Seller actually receives the written notice within seven (7) business days after Buyer has received the Goods. If Seller does not receive a timely written notice of claim, Buyer has waived any rights to assert any claims of rejection, downgrades, defectiveness, weight shortages, or other nonconformity of Goods.
 
10. DELETERIOUS ELEMENTS. PGM Recovery Systems, Inc. reserves the right to reject or penalize for any catalyst containing unreported lead, zinc, arsenic, barium, chlorine, fluorine, mercury, selenium, benzene or any other deleterious materials. Material must be dry and contain no toxic or dangerous elements.
 
11. SEVERABILITY. If any provision of this PA shall be found to be invalid or unenforceable, that shall not affect the remainder of this PA. The offending provision shall be reformed so as to make it as near as possible in intent and effect as originally written but yet be valid and enforceable.
 
12. GOVERNING LAW; ATTORNEYS FEES. This PA shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. No course of dealing or performance between the parties shall be utilized in interpreting this PA. In the event of any dispute arising out of or otherwise relating to this PA or for the interpretation or enforcement hereof, the matter shall be decided by the State courts of the State of California, County of Riverside, which shall have exclusive jurisdiction and venue over this PA and transaction. Seller and Buyer hereby agree to such exclusive jurisdiction and venue. The prevailing party in any dispute or action between the parties shall be entitled to recover its reasonable attorneys’ fees, costs, and expert costs including any fees and costs incurred in enforcing any judgment hereon. This PA is entered into at Murrieta, County of Riverside, California USA.
 
13. ASSIGNMENT AND BINDING EFFECT; NON-WAIVER. This PA shall inure to and shall be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. In the event that Buyer consents in writing to waive any of the provisions hereof with respect to a particular matter or event, that shall not constitute a waiver of such provision with respect to any other matter or event.
 
 
Any wire transfer fees shall be for the account of Seller.

General Terms & Conditions

PGM Recovery Systems, Inc.

Effective Date: January 1, 2011

GENERAL TERMS & CONDITIONS OF PURCHASE

Murrieta, CA USA

 

1. Acknowledgement

The Seller must acknowledge and approve the Auto Catalyst and/or O2 Sensor Purchase Agreement. HEREIN (PA) REFERS TO “PURCHASE AGREEMENT”. The Seller approves the terms and conditions of the PA by 2 possible means. The seller may receive and confirm electronic copy of the PA. Or, the Buyer may send a copy of the PA to the Seller and then send the PA back to the buyer. All PAs are sent to the Murrieta, Ca PGM Recovery Systems location. Or, the Stillwater Mining Company, located in Columbus, MT.

2. Purchase Agreement (PA)

The PA establishes the entire agreement between the parties in any given transaction. PGM accepts no waiver or modification of any terms or conditions.  In addition, no inconsistent or additional terms are effective against Seller. If an officer of the Buyer approves a change in the PA, it must be in writing. PGM honors The California Uniform Commercial Code section 2207(2)(b) in the event the Buyer submits a PA to the Seller with additional and/or inconsistent terms. In this scenario, PGM does not approve the PA unless the Seller’s Officer approves the terms in writing.

3. NO WARRANTY OR GUARANTEE

THE SELLER MAKES NO EXPRESSED OR IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND. FURTHERMORE, PGM DOES NOT ACCEPT WARRANTIES WITHOUT LIMITATIONS. PGM DOES NOT ACCEPT ANY WARRANTIES OF MERCHANTABILITY FOR A PARTICULAR PURPOSE. IN ADDITION, NO MECHANICAL PROPERTIES OF THE GOODS ARE UNDER WARRANTY UNLESS THE SELLER WARRANTS THAT THE  GOODS SELL, CONVERT, OR EXCHANGE. THIS MUST SUBSTANTIALLY CONFORM TO THE DESCRIPTION SET FORTH IN THE PA. SELLER DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED. In addition, the Seller must acknowledge that the Buyer makes no representations, warranties or covenants of any kind. This statute applies to any given transaction except for transactions that expressly explain otherwise in the PA.

4. DELIVERY

Unless otherwise approved in writing by Seller. The Seller must send the goods they are selling to the address specified in the PA. The Buyer acknowledges that a delivery date is an approximation. In addition, the Buyer recognizes that the actual date of delivery may deviate from freight schedule estimates. Buyer must provide all appropriate shipping documents. All expenses incurred due to shipping changes are at the Buyer’s expense. Moreover, any expenses that accumulate because of shipping delays are at the Buyer’s expense.

5. EXCUSABLE DELAY

The Seller is not accountable for scenarios where outside causes prevent or hinder orders. Causes beyond the control of Seller’s performance include; accidents, strikes, labor disturbances, fires, floods, earthquakes, natural disasters, wars, civil disturbances, governmental or military orders, sabotage, equipment failure, repair, plant shutdown, theft, acts of terrorism, or acts of God. On the contrary, If the dealy of the Seller’s performance is more than one month, the Buyer has the right to terminate any remaining performance of Seller.

6. RISK OF LOSS

Title and risk of loss/damage of any Goods are subject to the terms of the PA. Risk of loss transfers to the Seller immediately upon loading goods to a shipping vessel. Unless the PA states otherwise, the Buyer has an obligation to ensure all goods. The Buyer must consent to the transportation arrangements made by the Seller before the transaction is approved. Additionally, for special shipping requirements, the Buyer must notify the Seller thirty (30) days before the arrival date. Furthermore, the Seller reserves the right to reject any requirements the Buyer proposes.

7. PRICE – TAXES

The purchase price of Goods is payable in United States currency. In addition, the purchase price is payable without deduction or offset. Moreover, the purchase price is free of any exchange unless the PA mentions otherwise. The Buyer pays taxes, levies and other charges due to conversions and exchanges the Seller initiates. Simultaneously, the Buyer is responsible for all personal property taxes of all scrap materials. Furthermore, the Buyer is also responsible for taxes in relation to the Buyer’s net income.

8. CLAIM NOTIFICATION

The Buyer must notify the Seller in writing of any rejection claims, downgrades, defectiveness, weight shortages, or any other non-conformity issues. Furthermore, the Seller must receive a written notice within seven (7) business days after the Buyer receives the Goods. The Buyer waives all rights to assert any rejection claims, downgrades, defectiveness claims, or weight shortages if the seller does not receive a 7-day notice.

10. DELETERIOUS ELEMENTS

PGM Recovery Systems reserves the right to reject or penalize any catalyst that contains unwanted materials. For example, PGM rejects the following materials; lead, zinc, arsenic, barium, chlorine, fluorine, mercury, selenium, benzene or any other deleterious materials. Moreoever, all materials must be dry and contain no toxic/dangerous elements.

11. SEVERABILITY

If any portion of a given PA turns out to be invalid or unenforceable, the remainder of the PA is still valid. Revision of the offending provisions is the course of action when there are invalid terms. This is so because it keeps intact the original intent of the PA.

12. GOVERNING LAW; ATTORNEYS FEES

PGM governs and construes all PAs in accordance with California State laws, regardless of conflict of law principles. In addition, no dealings or performances between the parties has utilization in interpreting any PA. The State Courts of California in the county of Riverside have exclusive jurisdiction to resolve any decision in regards to a PA dispute. Furthermore, the exclusive jurisdiction pertains to the interpretation and enforcement of all PAs. The Seller and Buyer hereby agree to such exclusive jurisdictions and venues. The prevailing party in any dispute or action recovers the reasonable attorneys’ fees and costs. Including any fees and costs incurred during enforcement or judgment.

13. ASSIGNMENT AND BINDING EFFECT; NON-WAIVER

Any given PA is buy binding upon the respective parties. In addition, all PAs are binding to their respective heirs, representatives, successors, and assignees. There is no constitution of the waiver granted when the Buyer consents (in writing) to waive any particular provisions.

 

Any wire transfer fees shall be for the account of Seller.