Seller's acknowledgement is Seller's acceptance of Buyer's order subject to Financial Responsibility approval. See Paragraph 12. Modifications, changes, additions, cancellations or suspensions will not be binding upon Seller unless accepted by an officer of Seller's company in writing upon terms that will indemnify Seller against all loss. When Buyer's orders contain printed or stamped provisions inconsistent with the written, printed or stamped provisions of Seller's acknowledgement, Seller's acknowledgement will prevail. Clerical errors are subject to corrections. Prices are subject to any city, county, state or federal taxes which are or may become effective and are based on continuous manufacturing in the quantities specified. If quantities are reduced or production held up or interrupted by Buyer, parts will be subject to extra charge for the loss involved. Reorders for parts previously manufactured are considered as placed under the same terms and conditions as the original contract, except for such price changes as may be necessary, when such orders are not placed pursuant to a formal quotation and acceptance.
Prices are subject to change without notice. Shipments will be invoiced at the price in effect on the order date.
If Buyer has not issued shipping instructions by the time the goods are ready for shipment, Seller may select any method of shipment, without liability by reason of such selection. Seller will not place a valuation upon shipments unless requested by Buyer in writing.
Seller shall not be liable for delay in failure in performance hereof arising from any cause not within Seller's reasonable control, including, but not limited to, accidents to, or breakdowns to, mechanical failure of plant machinery or equipment arising from any cause whatsoever, strikes or other labor troubles, labor shortage, fire, flood, war, acts of the public enemy, acts of God, priorities, allocation, limitations or other acts required or requested by federal, state or local Government or any subdivision, bureau, or agency thereof, or failure of usual sources of supply material. In the event of delay or failure of performance not excused under the foregoing subdivision, Seller's liability shall not exceed that portion of the invoice price represented by the quality of the material delayed or not shipped. In no event Shall Seller be liable for any consequential, special or contingent damages.
Buyer shall not cancel or change any order except upon written notice and payment to Seller of all reasonable costs arising there from, Determined on a basis consistently observed by Seller and in accordance with sound accounting principles.
Claims for shortages of goods (not due to loss by carrier) Must be filed with Seller within (30) days of shipment date. Buyer's claims for shortages must include Seller's invoice Number, part numbers, part description, quantity invoiced And quantity received.
No merchandise will be accepted for return without authorization. Merchandise must be returned within (30) days of shipment date, freight prepaid, and will be subject to a twenty (20) percent restocking charge unless otherwise determined by special agreement or circumstances. Non-standard items are not returnable.
Unless otherwise agreed, the goods shall be manufactured to standard commercial tolerances. Special gauges or fixtures shall be furnished at Buyer's expense.
Overruns not exceeding ten percent of the quantities ordered shall be considered as satisfactory completion of the order and shall be paid for pro rata by Buyer.
At the Seller's discretion, a fifty percent deposit may be required on items such as custom colors, fittings, or non-standard items. Deposits on such items are non-refundable.
Buyer's financial responsibility is at all times subject to approval of Seller's Treasury Department, and Seller may ay any time require payment in advance or satisfactory security or guarantee that invoices will be promptly paid when due. In the event Buyer delays shipment, full payment shall be due thirty (30) days from the date Seller could have otherwise shipped the goods. Storage shall be a Buyer's risk and charges therefore shall be paid before shipment. If payment is not made when due, interest will be charges on any overdue accounts at a rate not to exceed the maximum prevailing legal limit. Seller reserves the right to take out of the shipping and production schedules orders from accounts with unpaid invoices of sixty (60) days or older.
Title to all products hereunder shall pass to Buyer upon Seller's delivery to carrier at shipping point. Buyer shall bear risks of loss and damage to the goods after delivery to Carrier at shipping point.
Buyer shall reimburse Seller for sales, use, occupation, excise and other taxes arising out of the sale upon receipt of Seller's invoice for such taxes or shall provide Seller with appropriate tax exemption certificates.
Seller agrees to replace or issue credit for, at Seller's option, all defective parts of of Seller's manufacture which have not been altered, providing claim therefore in writing is made within thirty (30) days after receipt of parts. Seller will not be responsible, nor will claim be allowed for the cost of labor or charges of any kind incurred outside Seller's shop, transportation costs, or other losses resulting from such parts. Seller reserves the right to inspect parts claimed to be defective before same are returned.
Dies, tools and fixtures will be held by Seller at Buyer's risk and kept in condition for production by Seller during the normal life of same. They shall, however, be subject to existing Federal or Trade Codes and to lien in Seller's favor for all sums due for the cost of making or preparation and any and all other claims which Seller may have at any time against Buyer, all of which sums and claims shall be paid and discharged Before Seller shall be required to deliver such dies, tools and fixtures. When dies are paid for, they become the property of the customer, but because die charges only represent material and labor cost estimates, dies may not be removed from possession of the manufacturer until an engineering and maintenance charge of fifty percent of the original charge is paid by the customer. Molds, dies, tools and fixtures not used for three years may be scrapped without notice.
If parts produced in Buyer's behalf infringe or are claimed to infringe letters, patent or copyright, under which claims are made against Seller, Buyer assumes full responsibility for everything done by Seller in producing such parts and agrees to indemnify Seller and hold Seller free of any and all losses, including expenditures made or incurred for judgments, settlements, attorney's fees, litigation, negotiation, and any and all losses and disbursements directly or indirectly resulting there from.
Buyer shall protect, defend, hold harmless, and indemnify Seller from and against any/or expense (including costs and attorney's fees) arising out of any other proprietary interest in connection with stamping, molding, impressing or printing any design, wording or style whatsoever on the goods subject to Buyer's order.