1. SHIPPING POINT / PRICES: Products are sold FCA North Lima, Ohio. All prices are shown in U.S. dollars; taxes, shipping and handling charges are additional. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue products or services without notice, even if you have already placed your order. All prices are subject to change without notice. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted an order). In the event of a pricing error on an item you have ordered, we will notify you and await your approval of the corrected price before continuing with your order.
2. SHIPPING SCHEDULE: The shipping schedule is our current estimate of delivery dates and we agree to use reasonable efforts to comply with the schedule.
3. WARRANTY: This warranty is contingent upon the following conditions: that we promptly receive notice of the defect; that Buyer establish that the product has been properly installed, maintained, and operated within the limits of related and normal usage as specified by us; and that, upon our request, Buyer will return to us at Buyer’s expense the defective product or part thereof.
(a) Any trademark or trade-name product or part thereof manufactured by or for us which, under normal operating conditions in the plant of the Buyer thereof, proves defective in material or workmanship, as determined by our inspection, within 30 Days from the date of shipment will be replaced or repaired free of charge to Buyer.
(b) The terms of this warranty do not in any way extend to any product or part thereof which have a life, under normal usage, inherently shorter than 30 Days.
(c) The conditions of actual production in each end user’s plant vary considerably. Therefore, descriptions of the production or performance capabilities of any product or software materials are estimates only and are not warranted.
4. EXCLUSIONS OF WARRANTIES: THE WARRANTIES TO REPAIR OR REPLACE DEFECTIVE PRODUCTS OR PARTS AS SET FORTH IN PARAGRAPH 3, AND ANY ADDITIONAL WARRANTY EXPRESSLY STATED TO BE A WARRANTY AND SET FORTH IN WRITING AS PART OF THESE TERMS HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANT-ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATION OF REMEDIES AND LIABILITIES: UNDER NO CIRCUMSTANCES SHALL WE OR ANY AFFILIATE OF OURS HAVE ANY LIABILITY WHATSOEVER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED OR ARISING (INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), such as, but not limited to, loss of profit or revenue; loss of use of the product, part thereof; cost of capital; cost of replacement equipment; claims that the warranty failed of its essential purpose or claims resulting from contracts between Buyer, its customers and/or suppliers. Unless expressly provided for herein, in no event shall we or any affiliate of ours assume responsibility or liability for (a) penalties, penalty clauses or liquidated damages clauses of any description, (b) certifications or (c) indemnification of Buyer or others for costs, damages or expenses arising out of or related to the product or part thereof.
6. CANCELLATION: Unless otherwise agreed, Buyer may cancel all or any part of the order by written notice received by us before our completion of the order or applicable portion of the order. On receipt of such notice, all work on the order or part thereof canceled will be stopped as promptly as is reasonably possible. Buyer will then be invoiced for and will pay to us a cancellation charge. For completed items, the charge will be equal to their established prices. For items not completed, the charge will be equal to our full cost plus a premium in addition to a charge for any packing and storage and less a credit for the balance of the material as scrap.
7. PAYMENT TERMS: Payment is due in accordance with any applicable progress, advance or other agreed upon payment schedule, or, if no such schedule has been agreed to, upon Acceptance as specified in Paragraph 8, but in no event later than 30 days from the date of invoice. No cash discount is provided. If, in our judgment, Buyer’s financial condition changes, we may stop work until financial arrangements satisfactory to us are made. Accounts not paid in this time frame will be charged 2% interest rate per month and future order will be on a C.O.D. basis until the account is current. Should collection or legal action be required to collect past dues, fees, for such action will be added to your account.
8. ACCEPTANCE OF PRODUCT: Each such product shall be deemed to be accepted within seven days after delivery of the product to the Buyer, unless we receive written notification of rejection for cause from Buyer within the seven day period.
Returned Goods: No goods are returnable without prior approval, prepaid transportation and an issued RMA number. All items are subject to our inspection before credit will be allowed. A minimum service charge of 10% will be made on all returned goods. NO GOODS ARE RETURNABLE LATER THAN THIRTY DAYS AFTER RECEIPT OF MERCHANDISE.
9. FORCE MAJEURE: We shall not be liable for any delay in performance or nonperformance which is due to war, fire, flood, acts of God, acts of third parties, acts of governmental authority or any agency or commission thereof, accident, breakdown of equipment, differences with employees or similar or dissimilar causes beyond our reasonable control, including but not limited to, those interfering with production, supply or transportation of products, raw materials or components or our ability to obtain, on terms we deem reasonable, material, labor, equipment or transportation.
10. ACCEPTANCE OF ORDERS: Buyer agrees that all orders, including any arising from our Proposal, shall include these terms and conditions only, notwithstanding any additional terms that may be embodied in Buyer’s order. All orders are subject to our acceptance and we reserve the right to reject orders as, in our sole judgement, mandated by business conditions. We reserve the right to not proceed with any order until all necessary information is received from Buyer.
11. CHANGES, MODIFICATION, WAIVER: No change in order specifications, drawings or delivery for the goods may be made without the prior written consent of Seller. These terms may be modified only in writing signed by an authorized representative of the Seller. Seller’s waiver of Buyer’s default under any term or condition shall not constitute a waiver of any further defaults. Seller reserves the right of Buyer cost adjustment when initial production of Buyer product represents a production alteration versus original quotation with Buyer/Seller confirmation of necessary change.
12. MERGER CLAUSE: This Agreement entirely supersedes any prior oral representations, correspondence, proposal, quotation, or agreement. This writing constitutes the final and total expression of such agreement between the parties, and it is a complete and exclusive statement of the terms of that agreement.
13. STORAGE FEES: If Buyer does not take delivery by the agreed upon date, then Seller may impose a charge equal to 1.5% of the purchase price for each month after such date until Buyer takes delivery.
14. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.
1. SHIPPING POINT / PRICES: Products are sold FCA North Lima, Ohio. All prices are shown in U.S. dollars; taxes, shipping and handling charges are additional. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue products or services without notice, even if you have already placed your order. All prices are subject to change without notice. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted an order). In the event of a pricing error on an item you have ordered, we will notify you and await your approval of the corrected price before continuing with your order.
2. SHIPPING SCHEDULE: The shipping schedule is our current estimate of delivery dates and we agree to use reasonable efforts to comply with the schedule.
3. WARRANTY: This warranty is contingent upon the following conditions: that we promptly receive notice of the defect; that Buyer establish that the product has been properly installed, maintained, and operated within the limits of related and normal usage as specified by us; and that, upon our request, Buyer will return to us at Buyer’s expense the defective product or part thereof.
(a) Any trademark or trade-name product or part thereof manufactured by or for us which, under normal operating conditions in the plant of the Buyer thereof, proves defective in material or workmanship, as determined by our inspection, within 30 Days from the date of shipment will be replaced or repaired free of charge to Buyer.
(b) The terms of this warranty do not in any way extend to any product or part thereof which have a life, under normal usage, inherently shorter than 30 Days.
(c) The conditions of actual production in each end user’s plant vary considerably. Therefore, descriptions of the production or performance capabilities of any product or software materials are estimates only and are not warranted.
4. EXCLUSIONS OF WARRANTIES: THE WARRANTIES TO REPAIR OR REPLACE DEFECTIVE PRODUCTS OR PARTS AS SET FORTH IN PARAGRAPH 3, AND ANY ADDITIONAL WARRANTY EXPRESSLY STATED TO BE A WARRANTY AND SET FORTH IN WRITING AS PART OF THESE TERMS HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANT-ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATION OF REMEDIES AND LIABILITIES: UNDER NO CIRCUMSTANCES SHALL WE OR ANY AFFILIATE OF OURS HAVE ANY LIABILITY WHATSOEVER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWSOEVER CAUSED OR ARISING (INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), such as, but not limited to, loss of profit or revenue; loss of use of the product, part thereof; cost of capital; cost of replacement equipment; claims that the warranty failed of its essential purpose or claims resulting from contracts between Buyer, its customers and/or suppliers. Unless expressly provided for herein, in no event shall we or any affiliate of ours assume responsibility or liability for (a) penalties, penalty clauses or liquidated damages clauses of any description, (b) certifications or (c) indemnification of Buyer or others for costs, damages or expenses arising out of or related to the product or part thereof.
6. CANCELLATION: Unless otherwise agreed, Buyer may cancel all or any part of the order by written notice received by us before our completion of the order or applicable portion of the order. On receipt of such notice, all work on the order or part thereof canceled will be stopped as promptly as is reasonably possible. Buyer will then be invoiced for and will pay to us a cancellation charge. For completed items, the charge will be equal to their established prices. For items not completed, the charge will be equal to our full cost plus a premium in addition to a charge for any packing and storage and less a credit for the balance of the material as scrap.
7. PAYMENT TERMS: Payment is due in accordance with any applicable progress, advance or other agreed upon payment schedule, or, if no such schedule has been agreed to, upon Acceptance as specified in Paragraph 8, but in no event later than 30 days from the date of invoice. No cash discount is provided. If, in our judgment, Buyer’s financial condition changes, we may stop work until financial arrangements satisfactory to us are made. Accounts not paid in this time frame will be charged 2% interest rate per month and future order will be on a C.O.D. basis until the account is current. Should collection or legal action be required to collect past dues, fees, for such action will be added to your account.
8. ACCEPTANCE OF PRODUCT: Each such product shall be deemed to be accepted within seven days after delivery of the product to the Buyer, unless we receive written notification of rejection for cause from Buyer within the seven day period.
Returned Goods: No goods are returnable without prior approval, prepaid transportation and an issued RMA number. All items are subject to our inspection before credit will be allowed. A minimum service charge of 10% will be made on all returned goods. NO GOODS ARE RETURNABLE LATER THAN THIRTY DAYS AFTER RECEIPT OF MERCHANDISE.
9. FORCE MAJEURE: We shall not be liable for any delay in performance or nonperformance which is due to war, fire, flood, acts of God, acts of third parties, acts of governmental authority or any agency or commission thereof, accident, breakdown of equipment, differences with employees or similar or dissimilar causes beyond our reasonable control, including but not limited to, those interfering with production, supply or transportation of products, raw materials or components or our ability to obtain, on terms we deem reasonable, material, labor, equipment or transportation.
10. ACCEPTANCE OF ORDERS: Buyer agrees that all orders, including any arising from our Proposal, shall include these terms and conditions only, notwithstanding any additional terms that may be embodied in Buyer’s order. All orders are subject to our acceptance and we reserve the right to reject orders as, in our sole judgement, mandated by business conditions. We reserve the right to not proceed with any order until all necessary information is received from Buyer.
11. CHANGES, MODIFICATION, WAIVER: No change in order specifications, drawings or delivery for the goods may be made without the prior written consent of Seller. These terms may be modified only in writing signed by an authorized representative of the Seller. Seller’s waiver of Buyer’s default under any term or condition shall not constitute a waiver of any further defaults. Seller reserves the right of Buyer cost adjustment when initial production of Buyer product represents a production alteration versus original quotation with Buyer/Seller confirmation of necessary change.
12. MERGER CLAUSE: This Agreement entirely supersedes any prior oral representations, correspondence, proposal, quotation, or agreement. This writing constitutes the final and total expression of such agreement between the parties, and it is a complete and exclusive statement of the terms of that agreement.
13. STORAGE FEES: If Buyer does not take delivery by the agreed upon date, then Seller may impose a charge equal to 1.5% of the purchase price for each month after such date until Buyer takes delivery.
14. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.