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By placing orders on Xiameter.com (the “Site”), You (“Buyer”) agree to the following Sales Terms and Conditions.

1. “Seller” means that entity, included in the following list of companies, which issues the “Acknowledgement of Order” for the order placed by Buyer.

Dow Corning Corporation, Dow Corning Asia, Dow Corning do Brasil Ltda., Dow Corning Canada Inc., Dow Corning Europe, Dow Corning Limited, Dow Corning Toray Silicone Co. Ltd., Dow Corning Australia Pty. Ltd., Dow Corning Korea, Dow Corning S.p.A., Dow Corning Silicone Trading (Shanghai) Co., Ltd.

2. Acceptance: Orders shall be deemed accepted only upon the issuance of Seller’s Acknowledgement of Order containing a ship date. Orders without a planned ship date assigned by Xiameter are considered unconfirmed.

3. Technical Service: Seller will not provide technical services or support for XIAMETER® brand materials (the “Material”) purchased on the Site.  XIAMETER® is a Registered Trademark of Dow Corning Corporation.

4. Superseding Effect: This agreement (the “Agreement”) supersedes all prior oral and written agreements between the parties for sale and purchase of the Material when such Materials are purchased through Xiameter. Any other or different terms or conditions in any purchase orders or other documents issued or accepted by the parties will be deemed null and void with regard to purchases of the Material unless specifically agreed by the parties in writing. Any volumes of Material purchased will not be included in any other rebate or contract volume agreements between Seller and Buyer unless otherwise agreed by the parties in writing.

5. Title and Risk of Loss: Risk of Loss to all Material supplied under this Agreement shall pass to Buyer in accord with the applicable Incoterms 2000 stated in the Product Catalog file. Seller shall retain title to all products sold hereunder until such products are shipped to buyer. 

6. End Use: Determination of the suitability of the Material purchased by Buyer for the uses contemplated by Buyer or Buyer’s customers for the Material is the sole responsibility of the Buyer or Buyer’s customers, whichever the case may be, and Seller shall have no responsibility in that regard. Buyer assumes all risk and liability for loss, damage or injury to property of Buyer and others arising out of the use or possession of the Material furnished under this Agreement.

7. Limited Warranty: Seller warrants only that the Material supplied under this Agreement shall conform to the description or specifications at the time of shipment, that it will convey good title to the Material and that the Material will be delivered free from any lawful security interest, lien or encumbrance unknown to Buyer. 

THE ABOVE WARRANTY IS IN LIEU OF ALL OTHER WRITTEN OR UNWRITTEN, EXPRESS OR IMPLIED WARRANTIES AND SELLER EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OF THE MATERIAL SUPPLIED.

8. Limitation of Liability: TO THE FULLEST EXTENT OF THE GOVERNING LAW OF THIS AGREEMENT, EXCEPT AS PROVIDED IN THIS AGREEMENT, SELLER SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF PROFIT SUFFERED BY BUYER ARISING OUT OF BREACH BY SELLER OR FOR ANY CLAIM INVOLVING THE MATERIAL.

9. Exclusive Remedy: Buyer’s exclusive remedy and Seller’s sole responsibility for any claim or cause of action arising under this Agreement is expressly limited to either replacement of Material shown to be other than as warranted, or at Seller’s option, payment not to exceed the purchase price of the specific Material for which replacement is requested.

Any refund or replacement is conditional on Buyer giving Seller notice within 30 days from the date of receipt of the Material by Buyer that the Material is other than as warranted. Failure by Buyer to give this notice within the 30-day period shall constitute a waiver by Buyer of all claims under this Agreement with respect to such Material. If requested by Seller, all unconsumed Material alleged by Buyer to be other than as warranted shall be returned to Seller and Seller will pay the return freight charges.

10. Patents: If any suit is brought against Buyer for infringement of any Patent alleging that the Material furnished under this Agreement or Seller’s methods of manufacturing them infringe any Patent, Seller shall, to the extent legally possible, at its own expense, defend and control the suit against these allegations only, and shall pay any award of damages assessed against Buyer in the suit to the extent only that the damages are awarded in connection specifically with the alleged infringement, provided that Buyer gives Seller prompt notice in writing of the institution of the suit and, to the full extent of Buyer’s power to do so, Buyer permits Seller to defend and control the suit against these allegations. The above fully expresses Buyer’s exclusive remedy and Seller’s sole responsibility with respect to infringement of any patent by the Material supplied under this Agreement, and SELLER EXPRESSLY DISCLAIMS ANY OTHER WRITTEN OR UNWRITTEN, EXPRESS OR IMPLIED WARRANTY AGAINST INFRINGEMENT with respect to the Material. In no case will Seller be liable to defend or pay any award of damages assessed against Buyer in any suit or cause of action alleging that the USE of the Material supplied under this Agreement infringes any patent. 

11. Price and Terms of Payment: Prices shall be as stated in the Product Catalog file when the order is placed. The Payment Due Date is based on standard terms of Net 30 days from the Date of Invoice, unless stated otherwise on the Order Acknowledgement. The Payment Due Date is the date on which Seller expects to RECEIVE payment. The invoice date will be the date of shipment from the Xiameter facility. Buyer shall pay interest on late payments (any payment after the Payment Due Date) up to the maximum rate as is allowed under the governing law of the selling entity. The Annual Percentage Rate for late payments will be specified on the Invoice. Payment deductions are not allowed for any reason. Unauthorized deductions may interrupt Material delivery. Neither the owners of Xiameter.com nor the Seller will be liable for any bank, currency conversion or other transaction charges and any such charges will be at the expense of Buyer.

12. Freight and Delivery Terms:

a. Freight terms (Incoterms 2000) are set forth in the Product Catalog file. Seller shall determine the shipping source for Buyer’s order.

b. Except for Korea, if the ship-to country is the same as the country or area of the Seller, the Seller will be the importer of record; otherwise Buyer will be the importer of record. In Korea, the Buyer will be the importer of record for all imported Material.

c. Requested ship dates greater than 90 days from the order entry date will not be accepted.

d. Buyer shall be responsible for demurrage charges. 

13. Quantity Variations: The final quantity for bulk shipments will be +/- 10% of the nominal fill depending on loading conditions. For private label Material, Buyer shall accept full-batch quantities (–10% / +20% of the quantity ordered) unless stated otherwise in a separate written agreement.

14. Short Deliveries/Damage in Transit: Seller shall not be responsible for damages in transit or for short delivery unless Buyer gives written notice to Seller and Seller’s carrier within three (3) days of receipt of Material and indicates short quantities on the Carrier’s delivery note. 

15. Non-Deliveries: Seller is not responsible for non-delivery unless the Buyer gives written notice to Seller and to the carrier within 14 days of invoice date.

16. Material Returns: Seller will not accept customer convenience returns.

17. Order Changes:

(a) No changes or cancellations shall be allowed for confirmed orders within three (3) business days prior to the date of shipment. 

(b) Buyer shall pay a fee of 3 % of the purchase cost for cancellation of a confirmed order.

(c) Unconfirmed orders without a planned ship date may be cancelled by the buyer or seller due to limited supply.

(d) Buyer shall pay a surcharge of 3% of the total purchase cost for a “Rush Order”. Any order requiring human intervention to schedule shall be considered a “Rush Order”. Buyer must contact Xiameter for this service.

18. Taxes: Prices do not include local taxes. Any tax or other government charge, now or in the future, levied upon the production, sale, use or shipment of Material ordered or sold may, at Seller’s option, be added to the purchase price.

19. Contingencies: In the event of war, fire, flood, strike, labor troubles, breakage of equipment, accident, riot, act of terrorism, act of government authority, Acts of God, or other contingencies beyond reasonable control of the Seller interfering with the production, supply or transportation of the Material covered by this Agreement the quantities affected shall be eliminated from this Agreement without liability, but the other terms of this Agreement shall remain unaffected. Dow Corning may, during any shortage due to any of the specified causes, allocate its raw materials and finished products in any manner that, in the opinion of Dow Corning, is fair and reasonable.

20. Applicable Law: This Agreement shall be governed by and construed in accordance with the Laws in the jurisdiction of the invoicing company and jurisdiction is assigned to the relevant court at the place of business of the invoicing company.

21. Commencement of Suit: Any action for breach of this Agreement must be commenced within two years after the cause of action has accrued.

22. Non-Assignment: The Buyer shall not assign or transfer its rights and duties under this Agreement without Seller's prior written consent.

23. Entire Agreement: This document and the sales specifications represent the entire agreement between Seller and Buyer with respect to the sale of the Material. Seller’s waiver of a breach by Buyer of any provision of the Agreement shall not constitute a waiver of any other breach, or a subsequent breach of the same provision for the same or any other cause, by Buyer.

24. Severability: If one or more of the provisions of this Agreement shall be found, by a court with jurisdiction, to be illegal, invalid or unenforceable, it shall not affect the legality, validity or enforceability of any of the remaining provisions of this Agreement. The parties agree to attempt to substitute for any illegal, invalid or unenforceable provision a legal, valid or enforceable provision, which achieves to the greatest extent possible the economic objectives of the illegal, invalid or unenforceable provision.

25. Responsible Care:  Buyer agrees to manage its business consistent with the guiding principles of the Responsible Care® initiative of the American Chemistry Council or a similarly comprehensive health, safety and environmental program.

26. Export Control: Dow Corning Corporation products are subject to U.S. export control laws and regulations, and may be subject to export or import regulations in other countries. Buyer agrees that it will not export, re-export or transfer Dow Corning Corporation products in violation of any applicable laws or regulations of the United States or the country where Dow Corning Corporation products were obtained. Buyer is responsible for obtaining any licenses required to export, re-export, transfer or import Dow Corning products.

Check out our Xiameter business rules to learn more.

XIAMETER® is a Registered Trademark of Dow Corning Corporation.
DOW CORNING® is a Registered Trademark of Dow Corning Corporation.