TERMS AND CONDITIONS OF SALE
Rev. Date: 10-02
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
2.1 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.
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.
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
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
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.)
dimensional and quantity tolerances shall be in accordance with FIA standards.
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
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.
8.1 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
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.
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.