Terms & Conditions

1.  TERMS AND CONDITIONS. These General Terms and Conditions of Sale (“Terms and Conditions”) shall apply to all sales of goods and products (“Products”) by CleanCore Solutions, Inc. and its affiliates (“CleanCore”), and are hereby incorporated into and made a part of every proposal,  quotation, or purchase order issued or accepted by CleanCore to or from the buyer identified in such proposal, quotation or purchase order (“Buyer”). Buyer shall be deemed to have accepted and agreed to these Terms and Conditions by purchasing Products from CleanCore pursuant to any such proposal, quotation, or purchase order (each, an “Order). These Terms and Conditions, together with the Order and any other document referenced herein are hereby collectively referred to as the “Agreement”. If any provision in the Order is inconsistent with these Terms and Conditions, the provision of the Order will govern. No additional or different terms or conditions in any Order or any modifications, changes, or amendments to this Agreement shall be binding upon CleanCore unless specifically agreed to in writing by an authorized representative of CleanCore. Any additional or different terms already or hereafter proposed by Buyer, whether in an Order or other communication or otherwise, are hereby rejected and shall not apply. The lack of objection by CleanCore to any additional, modifying, or deleting provisions contained in any Orders or other communications from Buyer shall not be construed either as a waiver of the terms of this Agreement or as an acceptance by CleanCore of any deviation from this Agreement. These Terms and Conditions are subject to change without prior written notice at anytime, in CleanCore’s sole discretion. An Order shall be governed by the Terms and Conditions in effect as of the date of acceptance of such Order by CleanCore. Any of Buyer’s information obtained by CleanCore through an Order, including, but not limited to, personal and payment information, shall be governed by CleanCore’s Privacy Policy (https://www.cleancoresol.com/privacy-policy/), incorporated herein by reference.

2.  PURCHASE ORDERS. All Orders placed by Buyer for Products shall be subject to these Terms and Conditions, and shall be subject to a notice of acceptance by CleanCore. CleanCore is under no obligation to accept any Order, and may reject any Order in its sole discretion for any or no reason. Changes and/or additions to the Products in any order accepted by CleanCore shall only be made by a written change order agreed to by Buyer and accepted by CleanCore. Any such written change order shall describe the change in Products, quantity, and price, or estimated delivery dates affected by the change order. CleanCore shall have the right to terminate any Order, in whole or in part, at any time prior to shipment, without any liability to Buyer except for a refund of any amount paid for such terminated Order (as applicable), immediately upon written notice to Buyer.

3.  PRICES. All price quotations made by CleanCore are conditioned upon the terms of this Agreement. No Order shall be binding upon CleanCore until communication of acceptance is issued by an authorized representative of CleanCore. Prices for Products are subject to change without notice; provided, however, that CleanCore shall not change the prices of any Products on any Order accepted by CleanCore; provided, further, that CleanCore shall be entitled to increase the price of any Products prior to shipment of Products under an applicable Order in the event of any increase in CleanCore’s cost of supplying the Products caused by any level of governmental law, regulation, tax, supply chain disruption, increase in cost of materials or production, or any other burden imposed after the acceptance of an Order on the ownership, storage, processing, production, transportation, distribution, use, or sale of the Products. All prices for Products listed in CleanCore publications are intended as a source of general information only and not as an offer to sell, and all prices contained therein are subject to confirmation by formal quotation by CleanCore. Prices for Products do not include transportation charges, insurance costs, export/import duties, licenses or fees, or any tax or governmental charge of any nature whatsoever. All insurance premiums, tariffs, export and import duties, custom broker’s charges, taxes and other such charges shall be paid by Buyer. Any claim for exemption by Buyer shall, if applicable, be effective only after receipt of proper exemption forms by CleanCore. CleanCore will prepare export packaging when requested (at an additional quoted price), and furnish pro forma export invoices and export declarations according to its best ability and judgment, but without liability for fines or other charges due to unintentional error or incorrect declarations.

4.  SHIPMENT AND DELIVERY. Unless otherwise agreed in writing between the parties, all shipments of Products shall be FOB CleanCore’s facility (Incoterms 2020). CleanCore shall not be liable for any loss or damages sustained by Buyer in the event that Products are not received by the delivery date.  If CleanCore determines that it is unlikely to be able to deliver on such date, it will promptly notify Buyer.  CleanCore reserves the right to make delivery in installments, unless otherwise expressly agreed to in this Agreement; all such installments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of Buyer’s obligations to accept remaining deliveries. Buyer shall be responsible for all shipping charges, including but not limited to shipping, transportation, duties and insurance costs. Unless as otherwise specified in an Order, or as required by the carrier delivering the Products, Buyer shall inspect the Products within ten (10) days of receipt (the “Inspection Period”) and either accept or, if the Products do not conform to the specifications set forth in the Order (“Nonconforming Products”), reject such Products. Buyer will be deemed to have accepted the Products unless it provides CleanCore with written notice of rejection upon the conclusion of the Acceptance Period, stating with  specificity all defects and nonconformities, and furnishing such other written evidence or other documentation as may be reasonably required by CleanCore (including the subject Products, or a representative sample thereof, which Buyer contends are Nonconforming Products). All defects and nonconformities that are not so specified will be deemed waived by Buyer, such Products shall be deemed to have been accepted by Buyer, and no attempted revocation of acceptance will be effective. If Buyer timely notifies CleanCore of any Nonconforming Products, CleanCore shall determine, in its reasonable discretion, whether the Products are Nonconforming Products. Buyer’s exclusive remedy, and CleanCore’s sole obligation, for any Nonconforming Products shall be, at CleanCore’s sole discretion, either: (i) a refund of the purchase price equal to the price paid for the Nonconforming Products; or (ii) replacement Products shipped to Buyer’s destination at CleanCore’s expense.

5. TERMS OF PAYMENT. Unless specified otherwise by CleanCore, all Products shall be invoiced upon shipment of the Products. Unless otherwise agreed upon by the parties in an Installment Payment and Security Agreement Addendum, Buyer shall pay all invoices within thirty (30) days from the date of the invoice. CleanCore reserves the right to modify its payment terms from time to time, upon reasonable advanced notice to Buyer. A charge of 18% per annum (or the maximum amount allowed by law, if less) will be made on past due accounts. Buyer shall reimburse CleanCore for all collection costs, court costs, administration costs, investigation costs, attorneys’ fees and all other incidental costs, charges or expenses incurred in the collection of past due amounts or otherwise resulting or arising from any breach by Buyer of this Agreement. In addition to all other remedies available under this Agreement or at law (which CleanCore does not waive by the exercise of any rights under this Agreement), CleanCore shall be entitled to suspend the delivery of any Products under this or any other agreement between the parties, if Buyer fails to pay any amount when due hereunder and such failure continues for five (5) days following written notice thereof. Buyer shall not withhold payment of any amount due and payable by reason of any set-off of any claim or dispute with CleanCore, whether relating to CleanCore’s breach, bankruptcy or otherwise.

6. SECURITY AGREEMENT. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products sold hereunder, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this section constitutes a purchase money security interest under the applicable Uniform Commercial Code. Buyer authorizes CleanCore to file a financing statement describing the Products (which may include generic references or categories) and agrees to execute such other documentation, and to take such other and further action as may be required by CleanCore, for the purposes of maintaining and perfecting such security interests.

7. WARRANTY. CleanCore represents and warrants to Buyer that the Products will comply with CleanCore’s limited warranty coverage in effect at the time of Buyer’s purchase of the Products. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT AS SET FORTH IN THE LIMITED LIFETIME WARRANTY, CLEANCORE MAKES NO ADDITIONAL WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE PRODUCTS INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR CONFORMANCE TO DESCRIPTION, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, TRADE PRACTICE OR OTHERWISE.

8.  INDEMNITY. TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER SHALL DEFEND, PROTECT, INDEMNIFY AND HOLD CLEANCORE, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “INDEMNITEES”) HARMLESS FROM AND AGAINST ALL CLAIMS, LIABILITIES, DAMAGES, DEMANDS, LAWSUITS, CAUSES OF ACTION, PENALTIES, FINES, ADMINISTRATIVE LAW ACTIONS AND ORDERS, REASONABLE EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES) AND COSTS OF EVERY KIND AND CHARACTER (COLLECTIVELY, “CLAIMS/LIABILITIES”) ASSERTED OR INITIATED BY A THIRD PARTY ARISING OUT OF (i) Buyer’s violation of applicable laws, rules, or regulations; (ii) BUYER’S BREACH OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION CONTAINED IN THIS AGREEMENT; (iii) ANY NEGLIGENT OR WILLFUL ACT OR OMISSION OF BUYER IN THE PERFORMANCE OF THIS AGREEMENT; (iv) ANY CLAIM ARISING FROM THE USE OF THE PRODUCTS; AND (v) ANY INJURY OR DEATH TO ANY PERSONS OR DAMAGE TO ANY PROPERTY RESULTING FROM THE PRODUCTS.

9.  LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, In no event shall CLEANCORE be liable for any consequential damages or punitive damages or “costs of cover” arising out of or in connection with this Agreement or any underlying transaction hereto, including without limitation any damages arising out of any mistakes, omissions, interruptions, delays, errors, defects, loss of data, loss of profits, loss of business, or anticipatory profits, regardless of whether the possibility of such damages were made known or was foreseeable. The maximum aggregate liability of CLEANCORE and its affiliates to BUYER and its affiliates, under any theory of tort, contract, strict liability, or other legal or equitable theory, arising out of or relating to this Agreement or any underlying transaction hereto, shall not exceed the total fees paid by BUYER TO CLEANCORE under an order for the PRODUCTS from which the claim arose during the twelve (12) months preceding the claim. THE DAMAGE LIMITATIONS PROVIDED IN THIS AGREEMENT AND THE REMEDIES STATED HEREIN SHALL BE EXCLUSIVE AND SHALL BE BUYER’S SOLE REMEDY (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN). THESE LIMITATIONS ON LIABILITY SHALL SURVIVE FAILURE OF ANY ESSENTIAL PURPOSE.

10.  CONFIDENTIAL INFORMATION. All non-public, confidential or proprietary information of CleanCore, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by CleanCore to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by CleanCore in writing. Upon CleanCore’s request, Buyer shall promptly return all documents and other materials received from CleanCore. CleanCore shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

11.  INTELLECTUAL PROPERTY RIGHTS. CleanCore retains all right, title, and interest in all of the intellectual property rights related to the Products, and Buyer hereby assigns to CleanCore any right that it may be deemed to own therein. The sale of any Products to Buyer in no way conveys to Buyer, either expressly or by implication, any intellectual property ownership or license whatsoever.

12.  FORCE MAJEURE. CleanCore shall not be liable for damages under this Agreement for a delay or failure in its performance under this Agreement as a result of causes beyond its reasonable control, including any law, order, regulation, direction, or request of any government having or claiming to have jurisdiction over CleanCore, its subcontractors, and/or its suppliers; failure or delay of transportation; insurrection, riots, national emergencies, pandemics, epidemics, quarantine restrictions, war, acts of public enemies, strikes, labor disputes, or inability to obtain necessary labor, supply chain disruptions, manufacturing facilities, material or components from CleanCore’s usual sources; fires, floods or other catastrophes; cyber attacks or any other interruptions, loss, or malfunctions of utilities, communications or computer (software or hardware) services; acts of God, acts of omissions of Buyer or any causes beyond the reasonable control of CleanCore and/or of its suppliers. Upon the giving of prompt written notice to Buyer of any such causes of a delay or failure in its performance of any obligation under this Agreement, the time of performance by CleanCore shall be extended to the extent and for the period that its performance of said obligations is prevented by such cause.

  1. 13. Miscellaneous.  This Agreement: (a) may be modified only by a writing signed by each of the parties; (b) may be executed in several counterparts, each of which is deemed an original but all of which constitute one and the same instrument; (c) is governed by, and will be interpreted, construed and enforced in accordance with, the laws of the State of Nebraska, without giving effect to its conflict of laws rules; (d) is binding upon, and will inure to the benefit of, the parties and their respective successors and permitted assigns; and (e) constitutes the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous written or oral negotiations, understandings, agreements, representations, and warranties, with respect to the subject matter herein.  In entering into this Agreement, neither party has relied upon any statement, representation, warranty, or agreement of the other party except for those expressly contained in this Agreement. Buyer may not directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of CleanCore. CleanCore may freely assign or transfer any of its rights, obligations, or interests of this Agreement without prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. Unless otherwise agreed by the parties, no assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder. Each party expressly consents to the exclusive jurisdiction of the federal, state and local courts serving Douglas County, Nebraska, to govern all disputes arising out of or relating to this Agreement.  CleanCore and Buyer each hereby waives any right to trial by jury in any action, suit, proceeding or counterclaim of any kind arising out of or relating to this Agreement. The due performance or observance by a party of any of its obligations under this Agreement may be waived only by a writing signed by the party against whom enforcement of such waiver is sought, and any such waiver will be effective only to the extent specifically set forth in such writing.  The waiver by a party of any breach or violation of any provision of this Agreement will not operate as, or be construed to be, a waiver of any subsequent breach or violation hereof.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11 and 13 of this Agreement, as well as any other provision that, in order to give proper effect to its intent should survive the expiration or termination of this Agreement, will survive such expiration or termination. As business processes improve from technology changes, both parties agree to review to engage in good faith efforts to review and implement such changes upon mutual agreement between the parties.