Terms & Conditions
1. The terms and conditions contained herein shall constitute the entire contract between Seller and Buyer with respect to Seller's products described herein. All proposals, negotiations or representations, if any, made prior and with reference hereto are merged herein.
2. The contract is expressly limited to the terms and conditions contained herein, and Buyer is hereby notified in advance of Seller's rejection of and objection to any proposed additional or different terms and conditions. Neither performance nor delivery by Seller nor receipt by Seller of any payment shall be deemed an acceptance of any additional or different terms and conditions. Performance and delivery by Seller shall be under, and pursuant to only the terms and conditions contained herein.
3. Seller reserves the right to adjust prices, to those prevailing at time of shipment due to any change in material and/or labor costs.
4. Prices are offered for acceptance within 30 days from quotation date.
5. Buyer agrees to hold harmless and indemnify Seller of and from all claims, suits, action, costs, counsel fees, expenses damages, judgments or decrees by reason of any person or persons being injured or property being damaged and destroyed because of any defect, latent or otherwise, in the article or articles sold.
6. Prices applying are subject to any sales, use or manufacturer's tax imposed by federal, state, municipal or other governmental authority upon the sale and/or use of manufacture of the materials mentioned herein, and the amount of such tax shall be in addition to the purchase price herein stated, and shall be paid by Buyer.
7. This quotation or order is subject to the approval of Seller's credit department.
8. Seller will not be responsible for delays in deliveries caused by strikes, differences with workmen, delays in transportation, delays at mill or other contingencies beyond Seller's control.
9. Prices quoted are on specific quantities mentioned, and are subject to price differentials on larger or smaller quantities.
10. We reserve the right to over or under ship by an amount not to exceed ten percent of the quantity ordered or released unless otherwise specified and agreed upon.
11. Charges made for tools and dies do not convey the right to remove them from our factory.
12. Seller's products are not guaranteed for any specific length of time or measure of service. Seller's products are warranted to be free from defects in workmanship and material according to the terms of this paragraph. All of Seller's products shall be subject to Seller's normal manufacturing tolerances and quality-control procedures. Buyer shall inspect all products when received, and Seller shall not be liable for any defects unless Seller is notified of such defects within thirty (30) days after Buyer's receipt. Buyer's sole and exclusive remedies for any breach of the express warranty set forth above are limited to, at Seller's option, with, either: (1) a refund of the purchase price for the defective product or, (2) replacement of the defective product upon its return to Seller.
13. ALL IMPLIED WARRANTIES OF ANY KIND OR TYPE (INCLUDING WITHOUT LIMITATION OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY DISCLAIMED AND EXCLUDED, AND NO WARRANTY IS EXTENDED HEREBY OTHER THAN THE EXPRESS WARRANTY CONTAINED IN PARAGRAPH 12.
14. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR OTHERS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, WHETHER RESULTING FROM THE BREACH OF ANY WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT TORT LIABILITY OR OTHERWISE.
15. To the extent that Buyer resells the products purchased from Seller and the contract for such resale does not include the provisions of Paragraphs 12, 13 and 14 set forth above, Buyer agrees to: (i) assume all liability for the breach of any other warranty, for any consequential or incidental damages, for any loss of profits or for any remedies other than refund or replacement with respect to such products and, (ii) indemnify and hold Seller harmless from and against any and all claims for breach of any other warranty or any implied warranties, for consequential or incidental damages, for loss of profits or for remedies other than refund or replacement with respect to such products.
16. Seller cannot be held liable for work done on material in Buyer's plant if this work was done without Seller's permission in writing.
17. Seller reserves the right to accept or reject cancellations on individual orders, kanban orders or partial shipments depending upon work in process or completed in stock, or raw materials ordered or in stock.
18. Seller's liability does not include the engineering of the springs or the end use for which they are purchased. Engineering recommendations constitute merely our opinion and best judgment, and are not a basis for liability.
19. We believe that our products are exempt from the Hazard Communication Standard under the definition given for “article” in the Final Rule.
20. The springs furnished on this order are manufactured to the standards published by the Spring Manufacturers Institute, Inc. unless otherwise specified.
21. Unless otherwise specified by Seller, the products are shipped F.O.B. Seller's location and title to the products will pass to Buyer upon delivery by Seller to a carrier for transportation to Buyer.
22. Any and all claims or disputes arising out of the transaction shall be brought exclusively either in the Court of Common Pleas of Allegheny County, Pennsylvania or in the US District Court for the Western Pennsylvania, and Buyer consents to venue in one of those courts. The substantive laws of the Commonwealth of Pennsylvania shall apply to the transaction.