Sustainable Water Solutions, LLC
Simply Sanitizers

  1. Exclusive Terms and Conditions– These Terms and Conditions of Sale, together with any proposals of the Sustainable Water Solutions LLC companies (“Seller”), are the exclusive contract terms between Buyer and Seller (“Agreement”) with respect to all chemicals, equipment, tanks, software (“Goods”), and services, advice and instructions (“Services”) to be delivered or provided by Seller. By accepting the Goods and Services, Buyer confirms that the following terms and conditions are fully accepted and apply. Even if Buyer sends Seller other terms of contract and Seller does not respond, these terms will be the terms of Seller’s agreement. Any modifications must be in writing and signed by Seller. In the case of any conflict between these Terms and Conditions and any written proposal of Seller, the terms of the proposal shall prevail. If Buyer already has a fully signed sales agreement currently in effect with Seller, then any term in that agreement that conflicts with these terms and conditions will be applied to Buyer’s purchase; the rest of these terms and conditions will otherwise apply.
  2. System Parameters; Buyer Obligations – Seller shall be relieved of its obligations  with respect to its warranties, performance goals, cost saving or usage goals or any other commitments, in addition to any other remedies it may have, in the event of Buyer’s failure:
    • (a) to supply specified inputs ( example ) water to the sellers equipment or processes;
    • (b) to use sellers products in accordance with sellers recommendations;
    • (c) to operate the systems treated with Seller’s Goods and all related equipment and processes (“Systems”) within control parameters agreed to by Seller or, if none, within industry customary operating conditions; 
    • (d) to maintain the Systems in good operating order and repair; 
    • (e) to follow Seller’s recommendations or to fulfill its responsibilities for Systems operation; 
    • (f) to communicate to Seller hidden or not obvious system, process, or equipment conditions affecting Seller’s Goods or Systems or 
    • (g) to provide complete and accurate data concerning Systems or influent material.
  1. Prices – Unless otherwise agreed, prices are subject to change upon 30 days advance notice.
  2. Shipping
  1. (a) FOB point is shipment origination point.
  2. (b) Seller is not responsible for delays, loss or damage in shipments.
  3. (c) Buyer understands and agrees that theft / loss in shipping is common with sanitizer shipments regardless of shipper
  4. (d) Seller will not replace lost or damaged products at no or reduced cost to buyer
  5. (e) Buyer is responsible for filing claims with shipper if needed for delay, damage or loss
  1. Allsales are final
  1. (a) Seller has no duty to accepts returns
  2. (b) Seller has no duty to process credits for returns
  1. Right of 1st Refusal– Seller shall be informed of the details of, and shall have a right to match, any bona fide offer to Buyer to sell replacement goods.
  2. Sustainable Water Solutions LLC’s Irrevocable Right to Cure–Buyer shall give Seller written notice specifying any performance or product deficiencies and allow Seller a meaningful opportunity of at least ninety (90) days to correct prior to taking any actions whatever that may be adverse to Seller, including but not limited to, declaring Seller in breach, initiating legal action, or pursuing other remedies available pursuant to the Agreement or, if available, under applicable law.
  3. Taxes – All sales, use, property or gross receipts taxes imposed on the sale, shipment or use of the Goods and Services (other than income and excess profit taxes) shall be the obligation of and be paid by Buyer. If Buyer fails to make any such payments, Seller may, in its sole discretion, make such payments and shall be entitled to recover the same from Seller, plus interest at a rate of 1% per month.
  4. Payment – Unless otherwise stated in a written proposal of Seller, terms of payment are:
  1. (a) Sanitizer and Legionella Test Kits
    • 100% Payment due with order
    • Production of sanitizer orders will not proceed without payment in full.
  2. (b) Other Products and Services
    • 30 days within receipt of an invoice for all Goods and Services invoiced upon delivery or
    • 15 days within receipt of an invoice for all Goods and Services not invoiced upon delivery
  3. (c) Failure to make payments on time will result in interest charges being applied to the maximum amount allowed by law. In addition, fees and costs of collection will be applied. Demobilization fees, and if the job is restarted remobilization costs may also become due.
  1. Order Processing – Covid 19
  2. (a) Buyer understands and agrees that there currently limitations in the supply chain that seller has no control over ( including but not limed to containers, type of container, variation in container, labels, raw materials, parts, labor availability, shipping capacity or speed in delivery services of USPS / UPS / Fed Ex / Trucking ) and agrees not to ask for or expect a price reduction, refund or return for any product or service.
  3. Delivery, Title and Risk of Loss–Any delivery dates are estimates. Title and risk of loss to the Goods shall pass to Buyer upon Seller’s delivery to the carrier, if transported by common carrier, otherwise upon delivery.
  1. Payment for Excessive Usage; Lost and Damaged Goods–If payment is a fixed amount, or based on Buyer’s usage or production (and payment is not for the actual amount of Goods delivered), then Buyer shall pay for all Goods 
  1. (a) consumed as a result of a failure to comply with the terms of section 2 above or
  2. (b) lost or damaged after delivery to Buyer, including loss from theft, force majeure, unexplained disappearance, damage, or otherwise (“Excessive Consumption”). 
  3. (c) If, after payment for Goods subject to Excessive Consumption, Buyer wishes to proceed with the purchase of replacement Goods, Seller shall replace Goods lost through Excessive Consumption and shall invoice separately for such Goods, at the then- applicable price, upon their delivery, which invoice shall be paid within 30 days of receipt.
  1. Payment for Unused Product – Upon termination or expiration of this Agreement, Buyer shall pay at then current prices for all unused Goods. Seller shall not have any obligation to accept returns of unused Goods.
  2. Limited Warranties– EXCEPT AS STATED IN A WRITTEN PROPOSAL OF SELLER, THE GOODS SOLD BY AND SERVICES PERFORMED BY SELLER PURSUANT TO THIS AGREEMENT SHALL BE “AS-IS WHERE-IS.” NO OTHER WARRANTY TO BUYER OR ANY OTHER PERSON, WHETHER EXPRESS, IMPLIED OR STATUTORY, IS MADE AS TO THE INSTALLATION, DESIGN, DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, USEFUL LIFE, FUTURE ECONOMIC VIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE GOODS SOLD BY OR SERVICES PERFORMED BY SELLER OR DESCRIBED HEREIN OR IN ANY PROPOSAL, OR AS TO ANY OTHER MATTER, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SELLER.
  3. Waiver – A waiver of strict conformance with this Agreement shall not waive any subsequent failure to conform.
  4. Events Beyond Seller’s Control– Seller will not be responsible if Seller cannot perform if events beyond Seller’s control occur make it impossible or commercially unreasonable for Seller to perform, including so-called “Acts of God” or “force majeure” events, raw material shortages, service shortages ( trucking etc ) and  events  within Buyer’s control. Seller shall have the right to apportion deliveries of Goods on such basis as may appear to it to be equitable.
  5. Non Sanitizer Product Returns; Disposal– Seller shall have no responsibility to accept returns of Goods unless Buyer has given timely notice (in no event longer than thirty (30) days after delivery) that the Goods are non conforming to specifications. Buyer shall be responsible for disposal of any excess Goods, residue or waste from the Goods (including containers) in accordance with applicable laws, and Buyer hereby indemnifies Seller from and against all third party claims or liabilities, expenses or legal fees (“Costs”) Costs Seller may suffer as a result of Buyer’s breach or default.
  6. Ownership, Return, and Use of Equipment, Tanks, and Containers – Title to, and ownership of, all equipment, product containers, and tanks supplied to Buyer shall pass upon shipment to Buyer except that returnable containers (“SBC”) (both shuttle and base unit) shall remain the property of Seller. Buyer shall pay for the equipment and/or tanks in the amount and for the term stated in the proposal. In the event Buyer ceases to purchase some or all Goods, then all amounts still owing for the equipment or tanks related to such terminated purchases shall immediately be due and shall be paid within 30 days of receipt of an invoice. Tanks and SBCs owned by Seller shall be used only for the storage of goods sold by, or approved by, Seller and shall be returned within 30 days of a demand by Seller.
  7. Installation and Maintenance of Tanks and Equipment– Buyer shall be responsible for the installation of all equipment, SBCs, and tanks, and the maintenance of all tanks and equipment owned by it.
  8. Secondary Containment and Safety Features– Buyer shall provide all secondary containment and shall not remove or deactivate or cause to not be used any safety features or secondary containment, and Buyer hereby indemnifies Seller from and against all Costs Seller may suffer as a result of Buyer’s breach or default of this covenant.
  9. Compliance with Laws– Buyer shall be responsible for complying with all laws related to the installation, registration, labeling and operation of all Goods after delivery to it, and Buyer hereby indemnifies Seller from and against all Costs Seller may suffer as a result of Buyer’s breach or default of this covenant. Seller will give Buyer Material Safety Data Sheets (“MSDSs”) and Buyer will provide the MSDSs to all those required by law to receive them. Buyer will take such precautions as may be appropriate for hazards identified in the MSDSs and properly manage and dispose of all wastes and residues resulting from Buyer’s use of the materials in accordance with applicable laws and regulations.
  10. Export Control Compliance – Buyer agrees to institute such actions so that products, technology or software Buyer receives from Seller are exported by Buyer only in compliance with applicable laws, including U.S. export control laws. Buyer certifies that it will not use or knowingly support the use by others of such Goods, Services, technology or software in the design, development, production or use of nuclear, chemical or biological weapons or ballistic missiles.
  11. Confidentiality– Buyer acknowledges the proprietary nature of the technology embodied in the Goods and agrees to use the Goods only for Buyer’s own facility. Buyer further agrees to maintain in confidence and protect from disclosure and publication all information concerning the Goods and data obtained from Buyer’s use and possession of the Goods (“Confidential Information”). Unless Seller agrees in writing in advance, Buyer shall not disclose Confidential Information, except to Seller. Buyer further agrees to obtain Seller’s prior written permission to allow third parties to inspect and observe the Goods. Nothing in this Agreement grants to Buyer any license, right, title or interest in or to any patent, discovery, improvement or invention (whether or not eligible for patent protection), trade secret or copyright material which is owned, acquired, licensed  to, or controlled  by Seller, except to the extent such license, right, title  or interest is necessitated by Buyer’s use of the Goods at its own facility. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that any software contained in the Goods is subject to copyright protection and that Buyer shall not reproduce, download, reverse engineer or otherwise distribute the software or permit third parties to do so.
  12. Audit – Buyer shall promptly provide any information necessary to calculate amounts due to Seller, and Seller shall have a right to audit until 3 years after termination of this Agreement records of Buyer to verify payment due to Seller.
  13. Cost Basis – Sustainable Water Solutions LLC will at no time, be under any obligation deliver to buyer, any cost basis, mark up or job profit information. This includes but is not limited to copies of invoices from vendors to SWS LLC, handling fees or mark up information.
  1. Software – Seller agrees to license to Buyer any Seller owned software (“Software”) required for operation of the Goods for the term of this Agreement and Software shall remain the property of Seller. Buyer agrees not to copy (except for backup copies), sub-license, sell, translate, transfer, or decompile the Software. The license shall terminate and Software shall be returned to Seller upon the expiration or termination of this Agreement, or the material breach of this section.
  2. Insurance – Buyer shall, at its own expense, obtain and thereafter keep in force throughout the period in which Buyer has the risk of loss hereunder, or such longer period as required by law, insurance which covers its liabilities hereunder. Such insurance coverage shall cover the Goods to their full replacement value against loss or damage by fire, theft, vandalism, flood, cave-in, explosion, public liability and similar risks. Buyer, throughout the useful life of the Goods purchased, shall maintain (a) Comprehensive General Commercial Liability insurance covering claims for personal injury, including bodily injury and death, and property damage with a $1,000,000 minimum limit per occurrence for combined bodily injury and property damage and a $2,000,000 minimum annual aggregate limit; (b) umbrella/excess insurance on an occurrence basis in an amount resulting in total coverage when combined with primary layers of insurance of no less than $5,000,000 per occurrence, covering claims in excess of and following the terms of the underlying insurance as set forth herein; and (c) Worker’s Compensation insurance with policy limits as required by applicable laws, but in no event no less than $500,000 per occurrence. Where permitted by applicable law, all insurance procured and maintained by Lessee as required by this Agreement shall provide for waiver of subrogation and shall name Lessor as an additional insured. Buyer shall provide Lessor with evidence of such insurance within five (5) business days of the Effective Date.
  3. Indemnification– Seller does not agree to indemnify Buyer for any Costs and any such provisions in any contract documents of Buyer are void.
  4. Limitation Liability– SELLER’S  TOTAL LIABILITY TO BUYER RELATED TO THE GOODS AND SERVICES PROVIDED SHALL NOT EXCEED THE AMOUNTS PAID BY BUYER TO SELLER FOR SUCH GOODS AND SERVICES. IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM THE GOODS OR SERVICES, IRRESPECTIVE OF WHETHER THE CLAIM RISES FROM ACTUAL OR ALLEGED BREACH OF WARRANTY, INDEMNIFICATION, BREACH OF CONTRACT, PRODUCT LIABILITY, CONTRIBUTION OR ANY LEGAL THEORY AND IN NO EVENT WILL SELLER BE LIABLE FOR LOST PROFITS, COSTS OR LOSSES NOT ASSOCIATED WITH DIRECT PHYSICAL DAMAGE TO PROPERTY.

    Termination– This Agreement and any order or delivery or any Services may be terminated or suspended: 
  1. (a) by either party if any proceeding under bankruptcy or insolvency laws is brought by or against the party; 
  2. (b) by a party if the other party defaults in its material obligations and such default is not cured within 90 days of receipt of written notice specifying in detail the default and allowing a meaningful opportunity to correct; 
  3. (c) by Seller if it has reason to doubt the ability or willingness of Buyer to pay for the Goods; 
  4. (d) by Seller if Buyer fails to follow recommendations of Seller or fails to exercise good product stewardship; or 
  5. (e) by Seller if the sale or use of any of the Goods might violate any intellectual property rights.
  1. Notices, Governing Law– Notices shall be in writing and sent to the parties at the addresses first stated in Agreement or to any other address specified by a party from time to time by written notice and shall be effective upon receipt. This Agreement is governed by the substantive law of the State of California. The United Nations Convention on the International Sale of Goods will not apply. The Parties hereto consent to and will submit to the jurisdiction of the state and federal courts seated in the County of San Francisco, State of California with respect to all disputes between them relating to the subject matter of this Agreement.
  2. Entire Agreement— The Agreement, together with the written proposal of Seller, constitute the entire agreement and understanding between Buyer and Seller with respect to the subject matter thereof and supersedes all prior agreements relating to the subject matter hereof, which are of no further force or effect. The written proposal of Seller is an integral part hereof and is made a part of the Agreement by reference. This Agreement may only be amended, modified or supplemented by an instrument in writing executed by duly authorized representatives of Buyer and Seller.