Terms and Conditions of Sale

Effective Date: 06.22.26 

1. Applicability. These Terms and Conditions (“Terms”) are applicable to the provision or sale of all goods supplied by Central Coated Products Inc. (“Seller,” “we,” or “our”) to any purchaser (“Buyer,” “you,” or “your”). By requesting a quote or placing an order through authorized channels, you agree to be bound by these Terms. The acceptance of your order is explicitly conditioned upon your acceptance of all Terms.
2. No Online Sales. Orders for Products cannot be placed through this website. All purchases must be made through authorized representatives or approved purchase order processes. Any information on this website is for reference purposes and does not constitute an offer to sell. 
3. Contact Information. For inquires or to place an order, please contact: sales@centralcoatedproducts.com.
4. Price. Purchase orders are accepted only in accordance with Seller’s regular scheduled prices, terms, and conditions. Shipping allowances and prices are subject to change without notice. Prices acknowledged or quoted herein are based on labor, freight, and material costs prevailing at time of acknowledgment. Increases in such costs before completion of the contract plus applicable overhead may be invoiced to Buyer. Labor costs are based on a standard 40-hour week. Premium time in excess of 40 hours per week as required by Buyer will be invoiced as an extra item. Liability for all taxes and import or export duties, imposed by any city, state, federal or other government authority, shall be added to the price paid by Buyer and shall be the sole responsibility of Buyer. Buyer further agrees to indemnify Seller against any and all liabilities for such taxes or duties and legal fees or costs incurred by Seller in connection therewith. Unless otherwise specified on Seller’s invoice or otherwise agreed to by the parties in writing, Buyer will pay for all goods on a net thirty (30) day basis. Any portion of the price which is not paid in accordance with the terms of payment herein stated shall bear interest from the due date at the rate of 11/2% per month until paid. Buyer agrees to pay costs incurred by Seller in collecting the amounts due hereunder, including, without limitation, reasonable attorney fees and court costs. Seller reserves the right to withhold shipment or to require other adequate assurances of performance of Buyer’s payment obligations as Seller in its discretion may require, notwithstanding any order confirmation issued by Seller. 
5. DELIVERY/RISK OF LOSS. Unless otherwise specified on the face hereof, all deliveries are F.O.B. Seller’s plant. Shipment will be made in accordance with instructions issued by Seller’s Traffic Department. Title in and risk of loss for all goods sold hereunder shall pass to Buyer upon delivery to carrier F.O.B. Seller’s plant. 
6. SHIPMENT. Shipping dates are approximate and are not guaranteed. Seller shall not be liable for delays in delivery or failure to manufacture or deliver due to any cause beyond its reasonable control, including, but not limited to, acts of God, acts of Buyer, acts of military or civil authorities, fires, strikes, flood, epidemic, war, riot, delays in transportation or car shortages, or the inability to obtain necessary labor materials, components or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of such delay. In the event of the impossibility of performance resulting from any of the above causes, Seller shall have the right to cancel this contract without further liability to Buyer. Cancellation of any part of this order shall not affect Seller’s right to payment for any product delivered hereunder. Orders with indefinite delivery dates are accepted upon the understanding that Seller shall have the right to fill said order as it sees fit in the course of its manufacturing schedules and to hold the goods for the Buyer’s account at Buyer’s expense and risk, pending receipt of definite delivery instructions. On any individual order or release against an order for goods, Seller reserves the right to ship and invoice for a quantity of goods, which may vary up to ten percent over or under the quantity specified on the individual release and the Buyer shall accept delivery and pay for such revised quantity and consider the shipment to be complete. 
7. LIMITED WARRANTY. Seller makes no warranty whatsoever, except as to title, with respect to goods manufactured and/or designed to Buyer’s or any other party’s specifications or with respect to any material selection by any party other than Seller, and Buyer shall, at its own expense, defend and save Seller harmless from and against any claim, suit, expense or otherwise which shall be asserted or brought against Seller by reason of Seller’s manufacture or sale of such goods. Seller, at its sole option, will replace any of the goods which fail to meet Buyer’s specifications or are due to Seller’s defective materials or workmanship; provided, however, if Seller determines that replacement is not commercially practicable, Seller shall issue a credit in favor of Buyer in an amount not to exceed the purchase price of the goods. All claims for breach of this warranty must be made to Seller within thirty (30) days after the date of shipment of the product to which the claim relates and must be returned at Buyer’s expense to Seller’s plant in accordance with Seller’s written material return authorization and instructions and the provided label. Seller’s warranty shall extend only to the original Buyer from Seller. Seller’s warranty does not cover the effects of normal wear, tear, deterioration or abuse of the goods or the effects of improper shipping, storage or handling of the product. EXCEPT FOR THE EXPRESS WARRANTY DESCRIBED ABOVE, THERE ARE NO OTHER WARRANTIES OR GUARANTEES. EITHER EXPRESS OR IMPLIED. WRITTEN, ORAL OR ARISING UNDER CUSTOM OF TRADE INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NO WARRANTIES OR REPRESENTATIONS AT ANY TIME MADE BY ANY REPRESENTATIVE OF SELLER SHALL BE EFFECTIVE TO VARY OR EXPAND THE ABOVE-REFERENCED EXPRESS WARRANTY OR ANY TERMS HEREOF. All goods are sold and samples of goods provided with the understanding that Buyer has independently determined the suitability or compatibility of such good for its purposes. Any statements, technical information or recommendations concerning goods sold or samples provided by Seller are based upon data provided to Seller by its suppliers and believed to be accurate, but do not constitute a guarantee or warranty. Seller hereby expressly disclaims any and all liability whatsoever for any property damage or economic injury which may result from Buyer’s selection of the products. Seller hereby expressly disclaims any liability for claims, damages, injuries or other problems arising from printing on, or the addition or placement of ink or any other substance on, Seller’s products. The Seller shall not be held responsible for any damages, losses, or expenses incurred by the Buyer, printer, or any third party resulting from or related to printing on the Seller’s products. Buyer represents to Seller that it has fully investigated and tested Seller’s product and determined that such products are suitable for the addition of print or any other materials it will be using with the products. Buyer assumes all risk associated with adding printed materials to the Seller’s products and Buyer shall hold Seller harmless from any claim, damages or liability arising out of or related to Buyer’s addition of ink or any other print to Seller’s products. 
8. LIMITATION OF LIABILITY. Seller’s liability on any claim of any kind, including negligence, for any loss or damage arising out of, connected with, or resulting from this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any product covered by or furnished under this contract, shall in no case exceed the price of the product or part thereof which gives rise to the claim. Any action, regardless of legal theory, brought against Seller must be commenced by Buyer within one year after Buyer’s cause of action has accrued. Notwithstanding anything herein to the contrary, the warranty referred to in paragraph 4 herein is exclusive and in lieu of any and all covenants, representations, or warranties of any kind whatsoever, express or implied, oral, written or otherwise, whether arising under law or equity, including, without limitation, any warranties of merchantability or fitness for a particular purpose. SELLER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR OTHER FINANCIAL LOSS UNDER ANY CIRCUMSTANCE, EVEN IF SELLER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. No agent of Seller is authorized to assume any liability for it or make any written or oral warranties beyond those set forth herein. Buyer agrees to accept color matching if within commercial tolerances. 
9. INDEMNIFICATION. Buyer shall indemnify Seller against all claims, losses, liabilities and expenses (including, without limitation, reasonable attorney fees) on account of any damaged property or injury or death of persons (including, without limitation, Buyer’s employees) arising out of the Buyer’s storage, handling, use, implementation or disposal of the goods or arising out of any infringement claim where Seller was not responsible for the design of the goods, except for any portion of damages attributable to Seller’s gross negligence. This indemnity obligation of Buyer will survive the expiration, termination or cancellation hereof.
10. RETURNS. CANCELLATION OR CHANGE ORDERS. No orders may be returned, withdrawn or canceled by Buyer, nor may they be deferred when ready, unless Seller shall have previously approved such return, withdrawal, cancellation or deferral in writing and Seller shall have been paid a return, withdrawal, cancellation or deferral charge of a reasonable amount acceptable to Seller, which shall include, but not be limited to: (a) the proportionate contract price for all material completed, whether shipped or not, prior to Seller’s receipt of notice of cancellation; (b) all costs theretofore incurred by Seller in connection with material uncompleted at the time notice of cancellation is received; (c) an amount equal to the percentage of profits on all such costs; and (d) the expenses incurred by Seller by reason of such cancellation, including reimbursement for any charges arising from termination of sub-contract claims. 
11. ASSISTANCE AND ADVICE. Upon request, Seller in its discretion may furnish as an accommodation to Buyer such technical advice or assistance as is available in reference to the use of the product by Buyer. Seller assumes no obligation or liability for the advice or assistance given or results obtained, and all such advice or assistance is given and accepted at Buyer’s sole risk. Buyer hereby waives any and all claims against Seller arising out of any such assistance or advice. Buyer shall indemnify Seller against all claims, losses, liabilities and expenses (including, without limitation, reasonable attorney fees) arising out of any such assistance or advice.
12. TOOLS AND DRAWINGS. All materials, dies, gauges, molds, tools, fixtures, patterns or other items furnished by Buyer and placed in the possession of the Seller in connection with this order are at the sole risk and expense of Buyer and shall be fully covered by Buyer with fire and extended coverage insurance and Seller shall not be liable for damages to or loss of such materials resulting from risks covered by such insurance or from other causes not constituting gross negligence on the part of Seller or any of its employees. If, at any time, a period of 12 months has elapsed since the receipt of any order from Buyer requiring the use of such materials, Seller may thereafter make any such use or disposition of such materials as Seller desires, without any accounting to Buyer for such use or disposition, or the proceeds thereof. All specifications, drawings, designs, data, information, ideas, methods, patterns, and/or inventions, made, conceived, developed, or acquired by Seller, incident to procuring and/or carrying out this contract shall vest, inure to and be the sole property of, Seller. Buyer agrees not to disclose, give, loan, exhibit or sell to any other person any confidential manual, drawing, photograph, or specification or reproduction thereof furnished by Seller pursuant to this contract except in connection with the resale of the products covered by or furnished under this contract. 
13. COMPLIANCE WITH LAW. The parties shall comply with all applicable laws, regulations, and other legal requirements regarding the manufacturing, sale, distribution, and marketing of the goods, including without limitation, those pertaining to labor wages, hours and conditions or employment and tax legislation or regulations. 
14. SECURITY INTEREST. In order to secure payment of the purchase price by Buyer to Seller hereunder, Buyer grants a purchase money security interest to Seller in any and all right, title and interest which Buyer now or may hereafter have in the products purchased by Buyer hereunder, and the proceeds and products thereof, and Buyer will cooperate with Seller, and take whatever action may be necessary to enable Seller to file, register or record, and re-file, re-register, or re-record appropriate financing statements in such offices as the Seller may determine are appropriate and wherever required or permitted by law, for the proper protection of Seller’s interest hereunder.
15. PAYMENT OF LESS THAN FULL AMOUNTS INVOICED. In the event Buyer seeks to make payment on an invoice from Seller in an amount less than the full amount of the invoice and Buyer intends such payment to be in full satisfaction of the invoice, Buyer must send such payment to Office of Disputed Accounts, Central Coated Products, Inc., P.O. Box 3348, Alliance, Ohio 44601-7348. 
16. TERMINATION. Seller may terminate this Agreement upon immediate written notice to Buyer at any time. Termination shall not release or affect, and this Agreement shall remain fully operative as to, any obligations or liabilities incurred by Buyer prior to the effective date of such termination; provided, that all indebtedness of Buyer to Seller shall become immediately due and payable on the effective date of termination without demand, and Seller may deduct from any sums it owes to Buyer sums owed by Buyer to Seller. Any orders received from Buyer, whether or not accepted by Seller, which have not been shipped prior to Buyer’s receipt of notice of termination or the effective date of termination or expiration, whichever shall occur first, shall only be shipped C.O.D. or cash in advance. 
17. INTEGRATION. There are no understandings between the parties hereto as to the subject matter of this contract other than as set forth herein. All previous communications between the parties hereto concerning the subject matter of this contract, whether verbal or written, including, but not limited to, Buyer’s Purchase Order, are hereby abrogated and withdrawn, and this contract constitutes the whole of the agreement between the parties hereto. Any additional Terms and Conditions of a Purchase Order or Change Order shall not apply hereto unless agreed to by the parties in writing. Delivery of a Purchase Order by Buyer pursuant to this confirmation shall be deemed to be an acceptance by Seller of the Terms and Conditions of this confirmation and the terms and conditions included herein. Any different terms or conditions in buyer’s Purchase Order, regardless of whether such terms and conditions are material or not, shall not be binding unless expressly accepted in writing by Seller and Seller specifically objects to the inclusion of any different or additional terms or conditions by Buyer in confirming or accepting this confirmation. If Buyer does include different or additional terms and conditions in its Purchase Order, acceptance, confirmation or other written form sent in response to this confirmation, neither Seller’s delivery of all or part of the goods, nor any other action except a written writing from Seller, shall constitute acceptance of such additional or different terms, but instead the terms and conditions of this confirmation shall govern. No modifications of this contract shall be binding upon the Seller unless in writing and signed by Seller, and no modification shall be effected by Seller’s acknowledgment or acceptance of Buyer’s purchase order forms containing different provisions. Trade usage shall neither be applicable nor relevant to this agreement, nor be used in any manner whatsoever to explain, quality, or supplement any of the provisions hereof. 
18. MISCELLANEOUS. The terms and conditions applicable to the transaction provided for herein shall be determined and construed in accordance with, and shall be governed by, the laws of the State of Ohio. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this contract. Further, Buyer and Seller agree to submit to the exclusive jurisdiction of the appropriate local, state or federal courts within Stark County, Ohio for purposes of resolving any dispute or claim arising in connection with said transaction. Nothing in this contract shall be construed as creating any act or beneficial right in or on behalf of any third party. The failure of either party to insist or enforce in any instance strict performance of any of the terms of this contract or to exercise any rights hereunder conferred, shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon such terms or rights on any future occasion. This contract may not be assigned by Buyer without the prior written consent of Seller, and any purported assignment without such consent shall be void.

IF NECESSARY TO CORRESPOND ON THIS ORDER/INVOICE GIVE OUR INVOICE AND ORDER NUMBER