Unless both parties agree otherwise in writing, it is understood prices are subject to adjustment to those in effect at time of shipment.
2. Payment Terms
Unless otherwise agreed to in writing by the Seller and Buyer payments are due within thirty (30) days after the date of the invoice, and shall thereafter bear interest at the rate of 1 percent per month.
While we shall endeavor to schedule your orders for delivery as nearly in accordance with your instructions as possible and advise you accordingly, we do not guarantee, nor assume liability for failure to meet any delivery dates. All products not specifically designated otherwise are sold F.O.B. shipping point, Sellers plant; and the cost of transportation shall be borne by the Buyer. Upon delivery of materials to Buyer, all risk of loss, damage, or other incidents of ownership shall immediately pass to the Buyer, but title to such materials will be retained by the Seller as security for the Buyer’s performance until payment in full is received.
The Seller, as Custom Fabricator, warrants that all goods sold hereunder will meet specifications furnished by the BUYER. THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES EXPRESS OR IMPLIED BY OPERATIONS OF LAW OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR WARRANTY THAT GOODS ARE FIT FOR ANY PARTICULAR PURPOSE OR SERVICE. Defective material may be returned to Seller, after inspection by Seller, and upon receipt of definite shipping instructions from Seller. Goods so returned will be replaced or repaired by Seller, but Seller shall not be liable for any consequential damages or for loss, damage, or expense directly or indirectly arising from the use of the goods, or from any other cause. Seller’s liability is expressly limited to the replacement or repair of defective material, and not for any machining or work done on, or value added to the material.
Every claim on account of defective material or workmanship or for any other cause shall be deemed waived by the Buyer unless made in writing within 30 days from the date of the receipt of goods to which such claim relates. No freight will be allowed on our credits.
6. Blueprints and Specifications
All orders are accepted with the understanding that all parts made by the Seller are fabricated to the Buyer’s engineering specifications and in accordance with the blueprints and specifications on hand in the Seller’s files or furnished to Seller with the Buyer’s order, and which have been specifically agreed to and accepted by Seller in writing as applicable to such order.
Seller assumes no responsibility for any changes in specifications and/or blueprints, unless such changes are confirmed in writing by Buyer and accepted by Seller. Any price variation resulting from such change shall become effective immediately upon the acceptance of such change.
8. Quantity Tolerances
Unless specifically covered in writing by Buyer and confirmed in writing by Seller, Seller reserves the right to ship overages and/or underages in weight and quantities in accordance to the Seller’s standards. On small quantity orders, Buyers will accept responsibility for surplus material, or overages, created as a result of minimum raw material purchases.
The Seller shall be excused for any delay in performance due to acts of God, wars, riots, acts of terrorism, acts of civil or military authorities, fires, floods, accidents, quarantine restrictions, mill conditions, strikes, lockouts, or other labor difficulties, delays in transportation, shortages of utilities, labor, or materials, governmental rules or regulations or any other contingencies of similar or dissimilar nature, beyond the Seller’s control.
Buyer agrees to pay any such taxes, excise, sales tax, and otherwise as may be levied by the Federal Government or the State or any political subdivision thereof, upon the manufacture, sale and use of the product being sold hereunder. Please furnish Exemption Certificates if applicable.
A. Seller reserves the right to cancel this order in the event of a breach of any terms hereof by the Buyer.
B. In the event of cancellation by the Buyer for any reason whatsoever, in addition to all other charges and damages, Buyer will be required to pay for raw material and tool and die service charge and such other costs associated therewith.
12. Collection Expenses
Buyer shall reimburse Seller for the cost of collecting any amounts due hereunder which are not paid in accordance with the Payment Terms forth in Section 2 above. Such cost shall include reasonable attorney fees.
Buyer shall indemnify and hold Seller harmless from all obligations and expenses, including reasonable attorney fees, resulting from design defects or intellectual property infringement claims associated with the specifications furnished by Buyer.
14. Conflicts in Terms
In the event that there is a conflict between these Terms and Conditions and prior courses of dealing between Buyer and Seller or any trade usage or customs in the industry, these Terms and Conditions shall control. By accepting delivery of goods from Seller, Buyer consents and agrees to these Terms and Conditions in their entirety.
15. Ohio Law
These Terms and Conditions shall be governed by and construed in accordance with Ohio law.