Precision Metal Products, Inc. (“Seller”)
TERMS AND CONDITIONS OF SALE
Revised April 16th, 2019
⦁ Sellers Terms to Govern. These Terms and Conditions of Sales (the “Terms”) apply to all sales of any material, product or goods (the “Goods”) by Seller to any Buyer and are the exclusive terms and conditions of sale. All offers by Seller to sell Goods are expressly conditioned on these Terms. Sellers acceptance of any order is expressly conditioned on Buyers assent to and acceptance of these Terms. Any additional, different or other terms and/or conditions contained in any purchase order, sales confirmation or other documentations by or from the Buyer are hereby objected to and rejected by the Seller. If not previously accepted in writing, Buyer accepts the Terms by accepting delivery of the Goods. In the event of any claimed conflict between these Terms and other alleged terms and conditions contained in any other document, these Terms shall control and take precedence over any other alleged terms and conditions, with any conflict to be resolved in favor of these Terms.
⦁ Entire Agreement. These Terms, together with the quantity, price and delivery schedule for the Goods, and the written specifications expressly agreed to in writing by Seller’s authorized representative, if any, (together referred to as the “Agreement”) constitute the complete and final agreement and understanding between Seller and Buyer relating to the Goods and supersedes all prior understandings or representations, oral or written, relating to the subject matter of this Agreement. No oral or written statement or representation that is not contained in this Agreement shall be binding on the Seller and no provision of the Agreement may be modified, changed or waived in any respect, except in writing by an authorized representative of the Seller.
⦁ Payment Terms. Payment terms are as indicated on the invoice or quotation; if not documented, Seller’s terms are Net 30 from invoice date. After 30 days, interest may be charged at a rate of 1% per month. Cash discounts, if offered, do not apply to transportation, storage, loading, taxes, or other incidental charges.
⦁ Taxes and Other Charges. In addition to the sales price of the Goods, Buyer shall be responsible for any tax, fee or other charge imposed upon the sale and/or shipment of the Goods sold under this Agreement, now imposed by federal, state, municipal or any other governmental authorities or becoming effective during the period of this Agreement.
⦁ Quantity. Seller reserves the right to make delivery in installments, with each shipment invoiced separately. Seller reserve the right to over or under ship an order by 10% unless otherwise agreed upon in writing.
⦁ Risk of Loss. – Unless otherwise agreed in writing, shipment shall be F.O.B. Point of Shipment. Title and risk of loss pass from Seller to Buyer upon delivery to a carrier.
⦁ Excused Performance. The Seller shall not be subject to any liability or damages, nor be deemed to be in default of this Agreement, on account of any failure to perform its obligations as a result of events or circumstances beyond its control, which interferes with the production, supply, transportation of the Goods or with the supply of any raw materials used in connection with these activities, or the inability of the Seller to purchase raw materials at a commercially reasonable price. The Seller may, during any times of shortage due to any cause, prorate and allocate its supply of Goods amongst all its customers in such a manner deemed fair and reasonable by the Seller.
⦁ Dies, Tools, and Machinery. Dies, Tools, and Machinery are integral parts of Seller manufacturing process. Separate quotation to, or payment by Buyer for these items does not convey ownership or right of removal to the buyer.
⦁ Warranty/Limitation of Liability. Seller warrants that the Goods to be sold under this Agreement will conform to the description of the Goods as provided to Buyer and will be of Seller’s standard quality. Buyer represents that it has used its own independent skill and expertise in connection with the selection and use of the Goods purchased pursuant to this Agreement, and that it will independently determine the suitability for each use for which it is purchased. THIS WARRANTY IS EXCLUSIVE, AND EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, SELLER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WAIVER, ALTERATION, ADDITION OR MODIFICATION OF THIS WARRANTY SHALL BE VALID, UNLESS MADE IN WRITING AND SIGNED BY AN OFFICER OF SELLER. IN THE EVENT THE GOODS ARE NOT IN COMPLIANCE WITH THIS WARRANTY, BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL BE A CREDIT FOR THE COST OF THE GOODS OR, AT SELLER’S OPTION, REPLACEMENT OF THE GOODS. SELLER SHALL UNDER NO CIRCUMSTANCES, WHETHER FOR A FAILURE OF ITS LIMITED REMEDY OR OTHERWISE, BE LIABLE TO BUYER OR ANY OTHER PARTY FOR SPECIAL, INCIDENTAL, DIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES. No warranty shall be available if Seller has determined, in its sole discretion, that Buyer has misused the Goods in any manner, has failed to use the Goods in accordance with industry standards and practices, or has failed to use the Goods in accordance with instructions, if any, furnished by Seller. All warranty claims must be brought within one year of shipment, regardless of their nature.
⦁ Returns. No Goods may be returned to Seller, without Seller’s written consent. Goods returned without Seller’s prior written consent will be refused. Goods shall be inspected when received and Seller is not liable for any defects unless notified within 30 days after receipt by Buyer.
⦁ Cancellation/Change Orders. The Buyer shall be responsible for all costs incurred to date including and not limited to production labor and overhead plus profit for Goods manufactured as well as material purchases incurred with Seller’s suppliers, all as determined by Seller.
⦁ Patent Defense. The Buyer shall indemnify, defend and hold harmless the Seller from and against all liabilities and damages, as well as reimburse all expenses, originating from an infringement of any patent claims covering the Goods manufactured to design or specifications of provided by the Buyer.
⦁ Legal Jurisdiction. This Agreement shall be construed and interpreted according to the laws of the State of Ohio. All litigation concerning the Terms, the Agreement and/or the Goods shall occur only in the state and federal courts within the territory encompassed by the U.S. District Court for the Northern District of Ohio, and the Buyer and Seller hereby consent to exclusive jurisdiction in such courts.
⦁ Assignment. This Agreement shall not be assigned by the Buyer without the prior written consent of the Seller, and any assignment made without such consent shall be null and void.
⦁ Enforceability. If any portion or provision of this Agreement is declared illegal, invalid or unenforceable, the remainder the Agreement shall not be affected, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
⦁ Quotations. Quotations are subject to change without notice due to possible material and service price increases. Quotations expire after 30 days and are subject to correction for incidental typos or errors.