Terms & Conditions
TERMS AND CONDITIONS FOR SALE
IN THE EVENT THESE STANDARD TERMS AND CONDITIONS OF SALE CONFLICT WITH OTHER
TERMS AND CONDITIONS AFFIXED TO PURCHASE ORDERS OR OTHER PROCUREMENT
DOCUMENTS ISSUED BY BUYER, THE TERMS AND CONDITIONS CONTAINED HEREIN SHALL
1. ACCEPTANCE. Unless otherwise stated in a writing signed by Seller’s duly authorized agent all
quotations covering Seller’s products are made and all contracts or orders for said products are accepted
and all shipments are made on the condition that the Standard Terms and Conditions of Sale set forth
herein shall be applicable. Any term in Buyer’s purchase order or acceptance in addition to or not
identical with these Terms and Conditions of Sale is objected to and these Terms and Conditions of Sale
shall not be varied, qualified, modified, amended or interpreted by any prior course of dealing between
the parties or by any usage or trade or in any manner other than by subsequent writing signed by Seller’s
duly authorized agent. All orders or contracts must be approved and accepted by a duly authorized agent
of Seller. These Terms and Conditions of Sale shall be applicable whether or not they are attached to or
enclosed with the products to be sold hereunder. Buyer shall be conclusively deemed to have accepted
these conditions upon any of the following by Buyer, it agents or representatives: (i) written or electronic
acknowledgement or acceptance; (ii) transmission to Seller of any order for Seller’s products; (iii)
acceptance of or payment for any product. Buyer’s failure to object to any provision contained in any
communication from Buyer shall not be deemed a waiver of any provision hereof. Any changes in the
terms and conditions of sale must be specifically agreed to in writing signed by a corporate officer of
Seller before being binding on either party.
2. PRICES. Prices are subject to change without notice, and Seller’s price in effect at the time of
shipment will apply. Unless otherwise specified or required by law, all prices are exclusive of any sales,
use, revenue or excise tax, import duty (including brokerage fee) or other tax. Such taxes, when
applicable, shall be added to the purchase price and be paid by the Buyer unless Buyer delivers to Seller
with the purchase order a proper tax exemption certificate acceptable to Seller and the applicable taxing
3. CANCELLATION. An order once placed with and accepted by Seller can be cancelled only with
Seller’s consent and upon payment to Seller of reasonable cancellation charges which shall take into
account expenses already incurred, commitments made, and Seller’s anticipated profit.
4. TAXES. The amount of any present or future sales, revenue, excise or other tax applicable to the
products covered by this order, or the manufacture or sale thereof, shall be added to the purchase price
and shall be paid by the Buyer or, in lieu thereof, Buyer shall provide Seller with an appropriate tax
5. TITLE AND DELIVERY. Shipping dates are approximate and are based upon prompt receipt from
Buyer of all necessary information. In no event will Seller be liable for damages of any kind arising out of
delay or non-delivery, due to causes beyond its reasonable control including, but not limited to, acts of
God, acts of civil or military authority, war, riots, fire, explosion, flood, strike, lockout, injunction, accident,
breakage of machinery or apparatus, or inability to obtain fuel, power, raw materials, labor, containers or
transportation facilities. In the event of any such delay, the date of delivery shall, at the request of Seller,
be deferred for a period equal to the time lost by reason of the delay or, alternatively, be canceled in
writing without subjecting Seller to any liability or penalty. Unless otherwise agreed in advance in writing,
all sales are Ex-Works (F.O.B.) Seller’s facility. Title and liability for loss or damage shall pass to the
Buyer upon delivery of the products to the carrier.
(a) Unless otherwise specified on the invoice, all accounts are due and payable thirty (30) days from the
date of invoice. Accounts extending beyond the terms will be subject to a service charge of 1-1/2% per
month (18% per annum) or such greater amount as may be authorized by law and specified in the
invoice. Discounts for prompt payment do not apply to labor and shipping charges, and no discounts
other than those noted on the invoice are authorized. Shipments and deliveries shall at all times be
subject to the approval of Seller’s credit department, and the Seller may at any time decline to make any
shipments or deliveries or perform any work, except upon receipt of payment or upon terms and
conditions of security satisfactory to such department. All lien rights are reserved until full payment of the
invoice has been made.
(b) If, in Seller’s exclusive judgment, the financial condition of the Buyer at any time does not justify
continuation of production or shipment on the terms of payment originally specified, the Seller reserves
the right to require full or partial payments in advance, C.O.D. or guarantee by letter of credit. In the event
of the bankruptcy or insolvency to the Buyer or in the event any proceeding is brought by or against Buyer
under the bankruptcy or insolvency laws, the Seller shall be entitled to cancel any order then outstanding
with no further obligation whatsoever to the Buyer.
(c) Should Seller initiate any legal action or proceeding to collect on any unpaid invoice or to enforce any
of the terms hereof, Seller shall be entitled to recover from Buyer all damages, costs and expenses
incurred in connection therewith, including court costs and reasonable attorney’s fees.
7. CLAIMS AND RETURNS.
(a) Claims for shipping damages shall be made against the carrier on all products shipped F.O.B.
shipping point. No products shall be returned without Seller’s consent.
(b) Claims for shortage or inaccurate filling of orders shall be submitted to Seller within ten (10) days after
Buyer’s receipt, accompanied by a copy of the invoice or shipper on which the products were purchased.
Buyer will then receive from Seller a Returned Goods (RG) authorization number. Products returned
without the RG authorization number will be refused. If Seller in good faith determines that any error was
not Seller's, a 35% restocking charge will be made to Buyer on any products returned for credit or
(c) Claims or notices asserting a defective product must be given to Seller immediately upon discovery of
such defect, but in any event no more than one year after date of shipment by Seller, and must include a
copy of the invoice or shipper on which the products were purchased, evidence that such products were
inspected within ten (10) days after Buyer’s receipt, and the details of the defect(s) claimed, and afford
the Seller a reasonable opportunity to inspect the products.
(d) Seller is under no obligation to take back material for credit or exchange when the reason for the
return was anything other than the Seller's error. At Seller's sole discretion, should a return of this nature
be authorized, the items returned must be of current manufacture, in its original packaging with all original
manuals and/or documentation, and be in resalable condition. A minimum 15% restocking charge will
apply as well as any additional charges necessary to restore items to a resalable condition.
8. LIMITATION ON DAMAGES. In no event shall any liability of Seller exceed the purchase price of the
product and Seller shall not be liable for incidental, special or consequential damages with respect to the
sale or use of the product, including without limitation, labor charges, lost profits, expenses of repair,
other costs incident to replacement, or transportation costs incurred in shipping products to or from
9. INFORMATION. Seller does not, by any advice or information it may provide regarding the use of any
product by Buyer, make any warranty beyond the description on the face hereof including of
merchantability or fitness for a particular purpose or assume any liability for such advice or information
given, orally or in print, or for the results obtained by Buyer. Buyer assumes all risk and liability which
may result from the use of any products, whether singly or in combination with other products. No
suggestion for product use shall be construed as a recommendation for use in infringement on any
10. LIMITED WARRANTY ON PRODUCTS MANUFACTURED BY SELLER. The Seller warrants to the
original purchaser that products of its own manufacture to be delivered hereunder will be free from
defects in materials or workmanship under normal use and service for a period of one year from date of
shipment. Seller’s obligations under this Warranty are limited to replacing or repairing or giving credit for,
at its option and at any of its plants, any of said products which shall, within one year after shipment, be
returned to Seller’s plant of origin, transportation charges prepaid, and which are, after products
examination, disclosed to the Seller’s satisfaction to be thus defective. This Warranty does not apply to
defects caused by shipping damages, or to any products manufactured by Seller which have been
subject to improper installation, misuse, neglect, accident, ordinary wear and tear, or Buyer’s attempts to
use any product beyond its physical, mechanical or thermal capacity. The aforementioned provisions do
not extend the original Warranty period of any product that has either been repaired or replaced by Seller.
THIS LIMITED WARRANTY OF SELLER, SUBJECT TO THE LIMITATION ON DAMAGES, IS
EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, STATUTORY, OR IMPLIED
BEYOND THE DESCRIPTION ON THE FACE HEREOF, INCLUDING THE WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND OF ALL OTHER
LIABILITIES OR OBLIGATIONS ON THE SELLER’S PART, AND SELLER NEITHER ASSUMES NOR
AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITIES IN
CONNECTION WITH THE SALE OF THE SAID PRODUCTS. THIS LIMITED WARRANTY MAY NOT
BE VERBALLY CHANGED OR MODIFIED BY ANY REPRESENTATIVE OF SELLER.
11. DISCLAIMER OF SELLER’S WARRANTY ON PRODUCTS MANUFACTURED BY OTHERS. Products not manufactured by Seller are covered, if at all, by the original manufacturer’s warranty, copies
of which are available on Buyer’s request. Seller makes no warranty or representation whatsoever,
expressed or implied, beyond the description on the face hereof including the warranty of merchantability
and fitness for a particular purpose, with respect to products not manufactured by Seller.
12. APPLICABLE LAW. The validity, performance and construction of these terms and all sales there
under shall be governed by the laws of the state in which Buyer’s order is accepted by Seller.