Terms & Conditions of Sale
Acceptance of this order is not intended as an offer to sell and no contract shall arise until the seller shall have acknowledged and accepted in writing, at his home office a written purchase order from Purchaser for the material and on terms quoted herein. Acceptance of this order shall constitute acceptance of these terms and conditions. It is a condition of this order that any additional or different terms and condition proposed by seller, or any alteration in this purchase order shall have no force or effect.
2. WARRANTY, LIMITS, OF WARRANTY, RETURNS, CLAIMS
The Sellers and goods covered in this order: (a) shall be of merchantable quality and free from defect ill material and workmanship. (b) Shall conform to drawings for its intended purpose or use. (c) Shall be suitable for its intended purpose and use as long asJhe parts are not altered and must be used properly. The Sellers obligation hereunder is expressly limited to the repair or replacement of the non-conforming or damaged product F.O.B. Wellington, Ohio plant facility, without cost to the Purchaser, or the repayment of the purchase price, or so much of the purchase price as Purchaser has paid whichever is the lesser, upon return. Returns should be up to 90 Days only, and returns may have a re-stock fee that applies.
Unless otherwise agreed, prices quoted by Seller are firm for quantities specified. Seller may increase prices to adjust for such increases in costs. Minimum amount of any order shall be $25.00 Orders less than the minimum shall be assessed a special charge.
The Purchaser shall make payments in the United States funds net (30) days after the date of the invoice. Fob the Seller’s facility in Wellington, Ohio, unless otherwise agreed by the parties. Preparation charges, when invoiced separately, shall be payable upon completion of tools and dies. If the Purchaser fails to fulfill the terms or payment, the Seller may defer further shipments, or may at the Sellers option cancel the unshipped balance.
5. TITLES AND REMEDIES
Until full payment or all obligations of the Purchaser hereunder, the Seller reserves the title to any security interest in all forgings furnished hereunder and all tools used in the maintenance thereof, all of which whether or not attached to realty, shall be considered to be personal property. If the Purchaser defaults in any payment or becomes subject to insolvency, receivership or bankruptcy proceedings or makes an assignment for the benefit of creditors or, without the Sellers consent, voluntarily or involuntarily sells, transfers, leases or permits any lien or attachments on the forgings delivered hereunder or if the forgings are misused or substantiality damaged, the Seller may treat all ten or thereafter that the Purchaser hereunder owes to be immediately due and payable (a subject only to credits required by law) and the Seller may repossess said forgings by means available at law. In any proceeding or actions relating to a default by the purchaser, the Seller shall be reimbursed (if permitted by law).
Unless otherwise agreed by the parties, delivery will be F.O.B. the Sellers facility in Wellington, Ohio, all shipping charges collect. The Purchaser assumes all responsibility for risk of loss or damage to any goods furnished upon F.O.B. the Sellers Wellington facility. Claims for Shortage in delivery must be made in writing to the Seller within 10 days. All shipments delivered should be inspected by the Purchasers location before signing for damaged boxes or altered, notifY carrier and say you will not accept.
7. INDENNIFICATION INSURANCE
Purchaser shall indemnify, defend and save harmless Seller from and against all claims for loss or damage of any kind or for injury to any person or property (and any expense, including attorney’s fees, resulting there from) arising out of, or in any way related to, the condition, use, repair, installation or design of the goods purchased hereunder, whether such claims are based on the negligence, breach of warranty or strict tort liability of Seller or otherwise and whether any such goods are in the same mode as when delivered hereunder or whether they have been used in the manufacture of, or become part of equipment, machinery or goods sold by Purchaser, its subsidiaries constituent companies or agents to third parties.
Orders will not be subject to cancelation or modification, either in whole or in part, without the Seller’s written consent, and then only on terms that will reimburse the Seller for all costs incurred by it, including, but not limited to preparations costs, costs of purchased materials, tools and dies, engineering and design costs, labor costs, plus an amount equal to Seller’s customary profit margin; provided that in no event shall the cancelation charge be less than ten percent (10%) of the contract price.
9. STORAGE, PACKING, SPECIAL SERVICES
This order acceptance does not contemplate that the Seller will perform storage, packing or cartage service. Testing, or certifications with specifications of the order as acknowledged by the Seller, will bear additional charges. Tests requiting destruction of merchandise will include charges for the service plus any parts destroyed. Where chargeable testing is ordered, the charge is applicable at the rate per line item and for each heat code.