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TERMS AND CONDITIONS OF SALE
Rev. Date: 10-02
1. PRICE
1.1 Prices and charges stated herein shall be adjusted to and invoiced at
Seller's prices and charges in effect at time of shipment.
1.2 Prices quoted do not include any sales, use, excise or other direct tax on
goods sold. Any such tax will be added to the price and buyer shall pay or
reimburse Seller the amount of any such tax Seller may be required to pay or
collect
2. TERMS
2.1 All service charges are due upon Buyer's approval of samples. Otherwise, all
terms are cash net 30 days from delivery or date of invoice, whichever is
sooner, unless otherwise specified in writing. All payments shall be made in
United States Dollars.
2.2 All materials are sold F.O.B. Seller's plant. All freight and shipping costs
shall be charged to and borne by Buyer.
2.3 All orders, shipments and deliveries shall be subject to the approval of
Seller and Seller reserves the right to suspend shipments pending clarification
of Buyer's credit status.
2.4 A service charge equal to the lesser or 1.5% per month or the maximum
allowed by law will be made for maintaining an open account and carrying forward
unpaid balances for more than 30 days.
3. DELIVERIES AND FORCE MAJEURE
3.1 Delivery schedules are subject to mill conditions are estimates only and are
not guaranteed. Seller reserves the right to ship material in advance of quoted
delivery schedule.
3.2 Seller shall not be liable for any failure or delay in performance hereunder
order arising in any way from any action, order or requirement of any local
state or federal government agency which would cut, curtail or force cessation
of operations to be used in producing this order or make such operation
economically impracticable in Seller's opinion, nor shall Seller be liable for
any failure or delay in performance hereunder due to causes beyond its control
including without limitation, acts of God or public enemy, flood, fire,
earthquake, hostilities, war (declared or undeclared), acts of either general or
particular application of de jure or de facto government or any of its
subdivisions, bureaus or agencies, strikes or other labor troubles, whether
direct or indirect, riots, insurrections, civil commotion, failure of usual
means of supply, or loss or shortages of labor, transportation, raw materials or
energy sources.
4. LIMITATION OF WARRANTY AND DISCLAIMER OF LIABILITY
4.1 Seller warrants that all material sold hereunder will be free from defects
in material and workmanship, will comply with Section 6 below and will meet the
specifications shown on the face hereof. Seller is responsible only to the
extent of replacing or correcting, F.O.B. Seller's plant, material rejected due
to defects in material or workmanship as reported to seller within 30 days after
shipment. THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
4.2 Seller's liability for breach of warranty or failure or delay in performance
shall not include incidental or consequential damages. Further, but without
limiting the generality of the foregoing, Seller shall not be responsible for
damages measured by value added by Buyer prior to discovery of a defect on
account of machine work, labor, manufacturing or repair costs or other reasons.
5. EQUIPMENT
5.1 In the event Seller must obtain any equipment (including jigs, dies and
tools) to comply with Buyer's specifications, Seller may impose a service charge
based on its cost. Notwithstanding the imposition of any service charge, such
equipment shall be and remain Seller's property. Such equipment, however, shall,
during its useful life, be used by Seller exclusively for the manufacture of
products ordered by Buyer. If, during any period of 36 consecutive months, no
orders are received from Buyer for products to be manufactured with such
equipment, Seller may, after 30 days written notice to Buyer, use or dispose of
the equipment in such manner as seller determines, for value or otherwise,
without liability or accountability to Buyer.
5.2 Any equipment provided by Buyer to Seller is provided at the risk of Buyer.
Seller shall not be liable for loss or damage to any equipment belonging to
Buyer whether or not caused by the negligence of Seller or its employees.
6. BLUEPRINTS, SPECIFICATIONS AND TOLERANCES
6.2 All orders are accepted with the understanding that parts or material
furnished will be in accordance with blueprints and specifications furnished to
Seller by Buyer and specifically agreed to and accepted by Seller in writing.
(Buyer's order may provide for the use of blueprints or specifications provided
to and accepted by Seller in connection with a previous order.)
6.3 All dimensional and quantity tolerances shall be in accordance with FIA
standards.
7. CHANGE ORDERS AND CANCELLATION
7.1 Any change in blueprints or specifications shall be in writing and Seller
shall not be bound by such change unless accepted in writing by Seller.
7.2 Buyer shall be liable for and shall promptly reimburse any and all costs
incurred by Seller for materials, tooling and engineering from the date of
inception of the order (oral or written) to the date of requested changes, stop
order or cancellation.
8. PATENTS
8.1 Buyer shall save Seller harmless from any liability, costs or expenses or
any kind or nature, including without limitation attorneys' fees, arising out of
or by reason of infringement or alleged of any patent in the manufacture of any
sale or use of any product described in Buyer's specifications or design.
9. DEFAULT INDEMNITY
9.1 In the event of a breach or default by Buyer hereunder, Seller shall have
the following remedies in addition to any other remedies provided by law or
equity: (a) Seller may cancel the order and recover all such damages as to which
it may be entitled by law. (b) Buyer shall be liable for any and all expenses
incurred by Buyer in enforcing its rights hereunder, including without
limitation attorney's fees actually incurred. Further, Seller's obligation to
use equipment in accordance with Section 5.1 hereof shall immediately terminate.
9.2 Buyer agrees to indemnity Seller, it successors and assigns for all
liability, loss, cost, damage or expense, including attorney's fees, which
Seller, its successors or assigns may suffer or incur as a result of Buyer's use
of the material ordered hereunder or the breach of any term or condition hereof.
10. GENERAL
10.1 Buyer's acceptance of delivery or of Seller's quotations and placement of
an order shall constitute an acknowledgment of these conditions of sale as
written. Any orders with conditions taking exception to these conditions of sale
shall not be binding upon Seller unless such changes are agreed to in writing by
an executive officer of the Seller
10.2 This Document and Buyer's order constitute a contract which represents the
entire agreement between buyer and Seller with respect to the subject matter
hereof. 10.3 The contract between Buyer and Seller shall be governed by the laws
of the State of California.
10.4 No waiver of any provision hereof shall constitute a waiver of any other
provision or breach hereof.
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