TERMS AND CONDITIONS

Last updated June 17, 2026

The delivery of goods by Conventus Polymers LLC (“Conventus”) to the referenced buyer (“Buyer”) is subject to the following terms and conditions (“T&Cs”):

  1. These T&Cs shall replace and supersede all terms and conditions of the purchase order of Buyer and any proposal or quotations by Buyer (collectively, “Proposal”). An acceptance by Buyer of any goods covered by Buyer’s order (the “Product”) shall constitute an acceptance of these T&Cs. No waiver, alteration or modification of these T&Cs shall be valid unless made in writing and signed by an officer of Conventus. For the avoidance of doubt, Buyer’s Proposal shall not be binding upon Conventus and shall have no legal force or effect.
  2. Conventus will make every effort to complete shipment as indicated but assumes no responsibility or liability for loss or damage due to delay or inability to ship, weather caused by acts of God, war, labor difficulties, accident, delays of carriers, subcontractors, manufacturers or suppliers, inability to obtain materials, or due to any other causes of any kind whatsoever. If any time for delivery is quoted it is an estimate only, and thus non-binding. Due to the nature of Conventus’ make-to-order business, Conventus cannot guarantee an exact quantity and/or delivery date.
  3. No returns will be allowed unless prior written permission from Conventus is first obtained. Buyer shall be responsible for all costs of transportation as well as a restocking charge.
  4. Orders issued by Buyer shall become binding on Conventus only upon the issuance of an Order Confirmation, or upon delivery of the Products, whichever is earlier. No changes to an Order issued by Buyer shall be binding unless Conventus issues a new Order Confirmation or upon delivery of the Products in accordance with such changes, whichever is earlier. Cancellation by Buyer of an Order already confirmed by Conventus is always subject to Conventus’ written acceptance and to a restocking charge in accordance with Conventus’ policy then in effect.
  5. A variation in quantity of delivered Product of up to 10% from the quantity specified in the Contract shall be deemed accepted by Buyer. Buyer shall not be entitled to object to or reject the Product or any portion of the Product by reason of a surplus or shortfall and shall pay for the Product the price set forth in the Order Confirmation adjusted pro rata. The quantity recorded on Conventus’ officially calibrated weighing or other measuring equipment at the point of loading shall be accepted by Parties as correct. No claim for shortages will be allowed unless made in writing within ten (10) days of receipt of a shipment.
  6. Conventus will ship Products in accordance with each accepted order, subject to these T&Cs. Delivery of Products shall be made as FOB Origin, FOB Destination or other Incoeterms if agreed to in writing prior to transfer of goods. FOB Origin: The buyer assumes ownership, responsibility for freight costs, and the risk of loss the moment the goods leave the seller’s loading dock. If the cargo is damaged in transit, the buyer must file the claim with the carrier.  FOB Destination: The seller retains ownership, pays for shipping, and bears all risk until the goods reach the buyer’s specified receiving dock. If items are damaged, the seller handles the claim.   Other Incoe Terms: Notwithstanding delivery, and without prejudice to the transfer to Buyer of the risk of loss or damage to the Products according to the relevant Incoterm, title in the Products shall remain vested exclusively in Conventus until Buyer has paid in full the price for such Products.
  7. The Product shall be deemed accepted by Buyer when the Product has passed Conventus’ inspection and is delivered to Buyer, namely, placed it in the hands of a common carrier. Buyer shall have three (3) days to notify Conventus, in writing, of Buyer’s revocation of acceptance of Product based on non-conformance to specifications. Buyer’s revocation must be in writing. In the event Buyer fails to notify Conventus of such non-conformance in accordance with the foregoing, such failure shall be deemed an acceptance.
  8. The price of the Product shall be specified in the Contract, or, if not so specified, by Conventus’ listed prices in effect at time of shipment. All prices for Conventus products are in US dollars and all invoices must be paid in the like. If Conventus implements a general or industry specific price adjustment for any Product, all orders for such Product that are confirmed shall be repriced accordingly.
  9. The amount of any sales, excise, or other taxes, if any, applicable to the Products covered by this order shall be added to the purchase price and paid by Buyer unless Buyer provides Conventus with an exemption certificate acceptable to the taxing authorities. The amount of any other costs, including but not limited to, such as duties, tariffs, customs, or surcharges, if any, applicable to the Products covered by this order shall be added to the purchase price and paid by Buyer.
  10. Unless otherwise set forth in the “terms section,” the payment terms for the Products are Net 30 from the date of Conventus’ invoice. Payments due on any day which is not a Business Day shall be received on the last Business Day prior to such day. In the event Buyer fails to pay any invoice by the due date, then interest shall accrue on such overdue amount at a monthly rate equal to the lesser of 1.5% or the highest rate permitted by law, accruing as of the date of the invoice.
  11. If Buyer fails to pay any amount and such amount is not received by Conventus on the due date, upon Conventus’ written demand all other amounts owed by Buyer to Conventus but not yet due shall become immediately due and payable on the date indicated by Conventus in its demand.
  12. In no event shall the Buyer be entitled to make any deduction, withholding, or set off of any claim or disputed amount with Conventus, whether relating to Conventus’ breach, bankruptcy, or otherwise.
  13. During the period in which title in the Products remains vested in Conventus, Buyer holds the Products as bailee for Conventus and Buyer shall identify and, insofar as the nature of the Products permits, store the Products separately or in a manner that they cannot be confused with other goods or, where this is not possible, specifically record the volume of Products belonging to Conventus contained in any common storage. Buyer shall insure the Products against all risks at their full replacement value. Buyer may use or sell such Products in the ordinary course of business, subject to clause 14 and 15.
  14. In the event Buyer sells the Products referred to in clause 13, any Buyer’s claims towards third parties who purchase such Products and any and all proceeds from the sale of such Products are hereby assigned to Conventus, who accepts such assignments. Conventus may terminate the rights of Buyer to hold and use the Products by written notice in the event the payment of any invoice related to Products delivered to Buyer becomes overdue. Such rights shall automatically terminate in case of suspension of payments, controlled administration, insolvency, bankruptcy, liquidation, winding-up, (or the equivalent under any jurisdiction) involving Buyer, or Buyer enters into an arrangement with its creditors. Upon termination of such rights: (a) all sums owed by Buyer shall become immediately due and payable; (b) Conventus shall be entitled to retake possession of the Products and for any such purposes shall be granted access to Buyer’s premises.
  15. In the event that Buyer uses the Products referred to in clause 13 and Products are processed or otherwise mixed with other goods to form a new product, upon manufacture of such new product title therein shall be vested in Conventus pro-rata, on the basis of the value of the Products over the value of such new product and in respect of each such new product the provisions of these T&C shall apply mutatis mutandis. If the foregoing is not fully valid or enforceable under applicable law, the rights of Conventus shall be valid and enforceable to the maximum extent possible.
  16. Buyer is responsible for the design, processing, testing, and labelling of any product produced using Conventus’ Products. Conventus does not control or influence the use, conversion, or processing of Products by Buyer. Buyer shall not rely on any representation or statement made by, or on behalf of, Conventus with respect to the suitability of any Product for any purpose, or on any advice, recommendation, or information obtained in Conventus’ product literature or web sites, including any design aid or another service made available by Conventus. Buyer shall have full responsibility to test and investigate the Products sufficiently to form an independent judgement concerning their suitability for the use, conversion, or processing intended by Buyer. Conventus shall not be liable for advice, statements, information, services, or recommendations given or made to Buyer.
  17. All non-public, confidential or proprietary information of Conventus, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclose by Conventus to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or another form of media, and whether or not marked, designated or otherwise identified as “confidential” in connection with any Contract shall be held strictly confidential by Buyer and shall not be disclosed or made accessible by Buyer to any third parties without the prior written consent of Conventus, provided that Buyer may, without such approval of Conventus being required, disclose any such information to: (a) its employees or its Affiliates’ employees to the extent reasonably necessary for the performance of the relevant Contract, provided that such employees are bound by confidentiality obligations not less stringent than contained in these T&Cs; or (b) to the extent required by any applicable laws, any governmental authority or court order. Buyer’s obligations referred to in this clause shall not apply to any information, which Buyer can prove by written evidence: (i) is or through no breach of these T&Cs by Buyer becomes generally known or available to the public; (ii) is known to Buyer at the time of disclosure; (iii) is after disclosure by Conventus disclosed to Buyer in good faith by a third party without breach of an obligation of secrecy to Conventus. Conventus shall be entitled to injunctive relief for any violation of this section.
  18. Conventus warrants to the original purchaser only (i.e., to Buyer, and not to any other person or entity) that all Products shall be free from defects in material and workmanship for a period of one year only from the date of delivery to the original purchaser (the “warranty period”). If any such defects arise during the warranty period, the defective Product will be replaced without charge at Conventus’ plant from which the Product was ordered, upon return of defective Product to Conventus. The replacement Product will be returned to the original purchaser within 45 days from the date of delivery to Conventus of the defective Product.
  19. The warranty obligations of Conventus shall be limited to replacement of the defective Product and Conventus shall not be liable or responsible under any circumstances or in any amount for consequential or incidental damages or for injury or damages to persons or property using or used in connection with the Product, whether or not defective, or for loss of other costs, expenses or charges of any kind or character.
  20. There are no warranties or representations by Conventus other than as set forth herein, either express or implied, as to the Product or its origin or any other matter, and no person, firm or corporation is authorized to make any representation or to incur any obligation in the name or on behalf of Conventus except as stated herein.
  21. This warranty applies only during normal use and care and is absolutely void if the Product is misused, neglected, or damaged after purchase thereof, or if the Product is not properly maintained or not used in accordance with the specifications, caution, and recommendations of Conventus.
  22. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, FITNESS OR MERCHANTABILITY, AND THE PRODUCT IS SOLD “AS IS.”
  23. In no event shall Conventus be liable to Buyer for any indirect, incidental, consequential, special, or punitive damages of any kind or nature, including loss of profits or damages arising out of the manufacture, sale, delivery, resale, repair, replacement, or use of any Products, whether such liability is based in contract, tort, strict liability or otherwise, even if Conventus has been warned of the possibility of any such damages.
  24. In no event shall Buyer Purchase Order (PO) containing different terms and conditions supersede the Conventus Terms and Conditions here unless prior written agreement has been made between both parties.
  25. Buyer hereby agrees to indemnify Conventus and hold Conventus harmless from any and all other liability for consequential or incidental damages or damages due to injury or death.
  26. In the event the matter is referred to Conventus’ attorney for the purpose of enforcing its terms and collection of money, reasonable attorney fees and costs will be added to the unpaid balance thereby increasing the same.
  27. The terms herein constitute the entire contract and understanding between Conventus and Buyer concerning the subject matter hereof and any representation, promise, course of dealing or trade usage not contained in here will not be binding on either party. The validity, performance and the interpretation of these terms and conditions and any addition or amendment hereto shall be governed by the laws of the State of New Jersey.
  28. Buyer submits to the exclusive jurisdiction of any state or federal court sitting in the State of New Jersey in any action or proceeding arising out of or relating to an order and agrees that all claims in respect of the action or proceeding shall be heard and determined in any such court. Buyer also agrees not to bring any action or proceeding arising out of or relating to an order in any other court. Buyer waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.
  29. In the event any of the provisions of this Contract in any way violates or contravenes applicable law, such provision(s) shall be deemed not to be a part of this Contract and the remainder of this Contract shall remain in full force and effect.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Conventus Polymers, LLC
2001 Route 46, Waterview Blvd #310
Parsippany, NJ 07054
United States
Phone: (US)(973) 343-7669
Fax: (650) 489-3371
info@conventuspolymers.com

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