Terms And Conditions 1. Definitions: As used herein, (a) "Seller" means Kimberly-Clark Corporation or one or more of its subsidiaries or affiliated companies; (b) "Buyer" means the person who accepts, in writing, the offer to sell by Seller; (c) "Used Articles" means the items of property for which an acceptance was entered by Buyer; and (d) "Persons" means either the plural or the singular, as the situation may require, and shall include corporations, partnerships and individuals. 2. General Information: Unless otherwise specified, the acceptance shall be for the purchase of Used Articles F.O.B. where the Used Articles are located, with Seller to absorb the costs of preparing the Used Articles for shipping and loading. 3. Hazardous Chemicals and Other Hazardous Materials: Indemnity: Buyer is warned and acknowledges that any Used Articles which it may purchase from Seller may bear or contain hazardous chemicals or other hazardous materials which may be, or may become by chemical reaction or otherwise, directly or indirectly, hazardous to life, to health, or to property. Buyer hereby indemnifies and agrees to hold Seller harmless from any and all liability resulting from the presence of the aforesaid chemicals or materials, including, but not limited to, any and all liability resulting from the failure of Seller to give a more specific warning with respect to individual Used Articles or from the inadequacy of any warning. 4. Condition and Description of Used Articles: Indemnity: A. Buyer acknowledges the opportunity to inspect the Used Articles. All Used Articles purchased and sold subject to the terms and conditions of this agreement are purchased and sold "AS IS". The description of individual Used Articles is based on the best information available to Seller. Seller makes no warranty as to the description of any of the Used Articles and warrants only its title to the Used Articles. NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, ARE MADE BY SELLER WITH RESPECT TO THE USED ARTICLES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. B. Buyer assumes all risk and liability whatsoever resulting from the possession, use or disposition of Used Articles and Buyer shall indemnify, defend and hold Seller harmless from and against any and all liability or loss from injury, sickness and/or death and from property damage or destruction caused by the Used Articles or by hazardous chemicals or materials on or in them. Upon request, Buyer shall provide Seller with evidence of insurance coverage protecting Seller pursuant to the foregoing indemnity, such insurance to be in amounts and with insurers which are satisfactory to Seller. C. Buyer agrees to remove any and all of Seller's trademarks, labels, distinctive markings and designs which may appear on the Used Articles or on their packaging material at the time of delivery of same to the Buyer, and agrees not to make any use of such trademarks, labels, distinctive markings and designs. 5. Reserved Rights of Seller: Seller reserves the right, at its sole discretion, to reject any or all acceptances in whole or in part and to waive any technical defects in acceptances. Receipt of Buyer's acceptance and Seller's deposit of the purchase price shall be deemed a waiver of any of Seller's rights of rejection pursuant to this paragraph. 6. Title and Risk of Loss: Title to and risk of loss of all Used Articles shall pass to Buyer upon Seller's making the Used Articles available for Buyer's removal or delivery of the Used Articles to carrier at the shipping point. 7. Limitation of Seller's Liability: THE PARTIES ACKNOWLEDGE THAT THE PRICE AND OTHER TERMS OF THIS AGREEMENT HAVE BEEN NEGOTIATED IN CONSIDERATION OF THE FOLLOWING LIMITATION, WHICH FORMS AN ESSENTIAL ELEMENT OF THIS TRANSACTION. SELLER'S LIABILITY HEREUNDER TO ANYONE FOR ANY CAUSE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT OR OTHER LEGAL THEORIES, SHALL BE LIMITED TO THE LESSER OF BUYER'S ACTUAL DIRECT DAMAGES, OR THE PURCHASE PRICE PAID BY BUYER FOR THE USED ARTICLE GIVING RISE TO THE CLAIM. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER, ITS SUCCESSORS OR ASSIGNS OR THIRD PARTIES FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO THIS TRANSACTION FROM ANY CAUSE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT OR OTHER LEGAL THEORIES. 8. Failure To Perform: In the event the Buyer fails to make payment as required in paragraph 10 below, or if obligated to remove any Used Articles fails to do so within a 30-day period, Buyer agrees that it shall: A. lose all right, title and interest which it may otherwise have acquired in and to the Used Articles, and B. reimburse Seller for all costs, including attorney's fees, arising out of Buyer's failure to perform. 9. Force Majeure: Neither party shall be liable to the other for its failure to perform hereunder due to any contingency beyond its reasonable control. 10. Payment: Payment shall be made in full, by Buyer to Seller, with Buyer's acceptance and, in any event, before shipment, pickup by Buyer, or commencement of dismantling or other work (whichever first occurs), for all Used Articles purchased by Buyer, unless credit is arranged by Buyer with Seller in advance. 11. Taxes: Buyer shall pay the amount of any tax or other charge now or hereafter imposed by law, upon, with respect to, or measured by the sale, shipment, or price of any Used Article sold hereunder. 12. No Assignment: This agreement is not assignable or transferable by Buyer, in whole or in part, except with the written consent of Seller. 13. Claims: Any claim that Buyer may have with respect to the purchase of Used Articles must be filed, in writing, with Seller within six (6) months after shipment of the Used Articles. Any litigation against Seller by Buyer or anyone claiming by or through Buyer shall be instituted within one (1) year from the day Buyer files his claim. Where claims are not filed nor litigation instituted thereon in accordance with the foregoing provisions, all claims with respect thereto shall be deemed to have been waived. 14. Governing Law: This agreement shall be governed by and interpreted in accordance with the law of the state in which the Used Articles are located at the time title passes. All names, logos and trademarks are the property of Kimberly-Clark Corporation or its affiliates. All Rights Reserved. Your visit to this site and use of the information hereon is subject to the terms of our Legal Statement. Please review our Privacy Policy.