Sales terms and conditions
Important Notice: These Sales Terms and Conditions form an integral part of all quotations and proposals issued by Odecopack USA, Inc. By issuing a Purchase Order or otherwise authorizing work to proceed, the Buyer acknowledges that they have read, understood, and agreed to be bound by these Terms and Conditions in full. Any terms or conditions proposed by the Buyer that conflict with or deviate from those stated herein shall not apply unless expressly accepted in writing by Odecopack USA, Inc.
1. Order Acceptance and Cancellations
A purchase order issued by the customer and accepted by Odecopack USA, Inc. ("Seller") constitutes a binding agreement. In the event of cancellation after acceptance, the Buyer shall be responsible for all costs incurred by the Seller up to the cancellation date, including engineering, materials, labor, overhead, and administrative expenses. Cancellation fees will be itemized and invoiced accordingly.
2. Project Scope and Change Orders
Any deviation from the agreed project scope, specifications, timeline, or deliverables must be submitted in writing and approved by both parties. Changes may result in additional charges and revised delivery schedules. All scope changes shall be documented through formal change orders signed by the Buyer.
3. Custom Equipment and Non-Returnable Goods
All equipment and systems provided by the Seller are custom-engineered to meet specific customer requirements and are non-returnable and non-refundable. It is the Buyer’s responsibility to ensure that all specifications and expectations are clearly defined and agreed upon prior to project initiation.
4. Payment Terms
Standard payment terms are 50% down, 40% with FAT (Factory Acceptance Tests) acceptance or prior to shipment, 10% upon installation acceptance, unless otherwise stated in the quote. Invoices not paid within the agreed terms will be subject to a 1.5% monthly late fee. The Seller reserves the right to halt work or withhold delivery in case of late or missed payments.
5. Delivery and Delays
Estimated delivery timelines are based on current production schedules and material availability. While the Seller will make every effort to meet the estimated delivery date, delays due to material shortages, force majeure events, or customer-caused delays (e.g., delayed approvals, missing information) shall not constitute grounds for penalty or order cancellation.
6. Installation and Commissioning
If installation and commissioning services are included in the scope of work, the Buyer must ensure that all site requirements (e.g., power, compressed air, access) are ready and available. Any delays caused by the Buyer's site readiness or scheduling will result in additional charges for rescheduling or standby time.
7. Warranty
Odecopack USA, Inc. warrants that the equipment will be free from defects in materials and workmanship for a period of 12 months from the date of shipment.
This warranty covers replacement parts only and expressly excludes labor, travel expenses, and shipping costs unless otherwise agreed in writing.
This warranty does not cover normal wear and tear, consumables, or any damage resulting from misuse, neglect, lack of maintenance, or unauthorized modifications. Remote technical support will be provided at no charge during the warranty period where feasible. On-site services requested by the Buyer during the warranty period will be invoiced at Odecopack USA, Inc.’s standard service rates.
8. Limitation of Liability
In no event shall the Seller be liable for any indirect, incidental, special, or consequential damages, including loss of production, downtime, or profits. Total liability shall not exceed the amount paid for the goods or services under the applicable purchase order.
9. Intellectual Property
All designs, drawings, software, and technical documentation created by the Seller remain the intellectual property of Odecopack USA, Inc. and may not be reproduced, shared, or used for any purpose other than operation and maintenance of the provided system without prior written consent.
10. Confidentiality
Both parties agree to treat all project-related information as confidential and shall not disclose such information to third parties without prior written consent, except as required by law.
11. Force Majeure
The Seller shall not be liable for failure to perform or delays caused by events beyond its reasonable control, including but not limited to natural disasters, supplier delays, labor disputes, acts of war, pandemics, or government regulations.
12. Governing Law and Jurisdiction
These terms and any disputes arising from the sale, use, or installation of Seller’s equipment shall be governed by the laws of the State of Texas. All legal proceedings shall be brought exclusively in the courts of Harris County, Texas.