1. GENERAL TERMS &
CONDITIONS
APPLICABLE TO SALE.
If any of the terms &
conditions of this
acknowledgment are
different from or in
addition to the
terms & conditions of
the Buyer’s purchase
order this
acknowledgment or “COUNTEROFFER” shall
not be effective as
an acceptance of
Buyer’s order unless
Buyer agrees to all
of the terms &
conditions contained
herein which shall
be the complete and
exclusive
statement of the
terms of the
agreement between
Buyer and Seller.
Failure of the Buyer
to object inwriting
within 10 days of
the date of receipt
hereof or the
beginning of the
production of the
goods sold,
whichever first
occurs shall
constitute agreement
to all of the terms
& conditions hereof
which shall be
binding in every
case. No
representative of
the Seller
isauthorized to vary
the terms &
conditions nor shall
any modification or
waiver be effective
unless done in
writing signed by an
officer of the
Seller subsequent to
the date hereof.
2. CREDIT APPROVAL &
PAYMENT. Seller may
alter or suspend
credit, or
change credit terms
provided herein,
when in its sole
opinion the
financial condition
of Buyer sowarrants.
In such case, in
addition to any
other remedies or by
law provided,
cash payment or
satisfactory
security from Buyer
may be required by
the Seller
before shipment. If
such assurances are
requested by Seller
& not provided by
Buyer, Seller may
stop work and
withhold all
subsequent
deliveries & the
portion of the
selling
price representing
hours & material in
process at such time
shall be due &
payable. Failure
to pay an invoice at
maturity shall make
all other invoices
from Seller to the
Buyer immediately due
& payable. Seller
may retain
possession of all
property of Buyer in
its possession until
full payment is
settled. Acceptance
of less than full
payment by the Seller
shall not be
construed to be a
waiver of any of its
rights.
3.
PAYMENT. All prices
quoted to Buyer are
F.O.B. factory,
unless otherwise
expressly specified
by Seller. Payment
shall be made in
United States
Dollars at Tempe,
Arizona,U.S.A.
4.
TAXES. Buyer shall
pay, or reimburse
Seller if it pays,
any & all federal,
State, municipal or
other local taxes or
charges imposed upon
this contract or the
goods covered hereby
or the delivered or
use thereof or upon
any act done, or
document of title or
otherinstrument used
in connection with
the transaction.
5. INTEREST. Buyer
shall pay interest
on all past due
amounts at the rate
of Twelve percent
(12%) per annum from
the date such
amounts become due
until paid in full.
6. WARRANTIES &
DISCLAIMERS. All
goods sold hereunder
are warranted
by Seller to be free
from defects in
material &
workmanship for a
period of (60) days
after the date of
delivery of the
goods to Buyer. THIS
WARRANTY IS IN LIEU
OF &EXCLUDES ALL
OTHER WARRANTIES
WHETHER EXPRESSED OR
IMPLIED.SELLER MAKES
NO OTHER WARRANTY
WHETHER EXPRESSED OR
IMPLIEDOTHER THAN
THE ABOVE EXPRESSED
WARRANTY. The
performance of any
of our products at
the Buyers plant
depends upon many
factors beyond
Seller’s
control.SELLER THUS
MAKES NO WARRANTY
CONCERNING THE
PERFORMANCE RESULTS
OR PERFORMANCE
CHARACTERISTICS OF
THE ITEMS SOLD.
NO STATEMENT BY ANY
SALESMAN,
REPRESENTATIVE, OR
LITERATURE OF SELLER
SHALL BE CONSTRUED
TO INCLUDE SUCH A
WARRANTY UNLESS IT IS
INCLUDED IN WRITING
ON THE FACE OF THE
QUOTATION.
7.
LIMITATION OF
LIABILITY &
REMEDIES. Goods sold
hereunder which
prove to be defective
in materials &
workmanship within
the warranty period
provided in Section 6
hereof may be
returned to the
Seller, after
receipt of shipping
instructions from
the Seller. Goods so
returned shall be
repaired or replaced
without charge.
BUYER’S ONLY REMEDY &
SELLER’S ONLY
OBLIGATION SHALL BE
THE REPLACEMENT OR
REPAIR OF SUCH
NON CONFORMING GOODS,
OR THE REFUND OF THE
PRICE FOR SUCH GOODS
AT SELLER’S OPTION,
UPON RETURN OF THE
GOODS. SELLER WILL
NOT BE LIABLE
FOR CONSEQUENTIAL
INCIDENTAL OR ANY
OTHER DAMAGES
WHATSOEVER FROM ITS
FAILURE TO SUPPLY
CONFORMING GOODS OR
FOR ANY OTHER REASON.
Every claim of
defective material
or workmanship or
any other cause
shall be deemed
waived by Buyer
unless made in
writing within 60
days after receipt
of the goods.
8.
TOOLING CHARGES. The
stamping industry
considers tooling,
their engineering
& design an integral
part of the
manufacturing
process of stamping.
Therefore payment of initial charges
for tooling supplied
by the Seller does
not convey the right
of removal from the
Seller. The right of
ownership & removal
may be obtained by
the Buyer
by negotiation &
agreement between
the Seller & Buyer
for a fair
reimbursement for
the true cost of the
tooling, design
development,
experimental work,
maintenance, &
storage.This
negotiated cost may
vary from 0% to 100%
over initial tooling
charge because we
as a metal stamper
share tooling costs
with our customers
on over 75% of the
tooling
we manufacture to
produce metal
stampings. If Seller
cannot reach a fair
negotiated price for
the Buyer to remove
tooling manufactured
by Seller from
Seller’s possession,
Seller retains the
right to purchase
this tooling from
the Buyer at the
full original
purchase price.Our
tooling designs are
proprietary with
many innovative and
patented ideas used.
These designs are not
part of the tooling
cost. Patented ideas
used in our tooling
may be subject to
license agreements
and fees if the
tools are recalled
or moved for use by
our customers or by a
stamping competitor.
Seller agrees to
keep tooling in a
normal & reasonable
state of good
condition as long as
it remains in the
Seller’s control.
Seller accepts
noresponsibility for
the operation of the
tools when used in
any plant other than
the Seller’s or after
they have been
removed from Sellers
control.
9. TOOLING
WARRANTY. Seller
agrees to keep
tooling in good
condition
by maintenance, tool
replacement or
whatever is required
to produce stamping
per Buyer’s drawings
for the life of the
part number the
tooling was quoted
to produce. If
Changes Page 3 of
4are made to the
original part
number, tooling
update charges will
be quoted as a
separate item, if
this tooling can be
revised to produce
the latest revision
changes. THIS NORMAL
TOOL MAINTENANCE OR
REPLACEMENT WILL BE
NO CHARGE TOTHE
BUYER, UNLESS
EXCEPTION IS TAKEN
ON THE FACE OF
THIS QUOTATION.
10. NON-RECURRING
ENGINEERING CHARGE.
Any quotation
identified as
a (N.R.E.C.) will be
a one time charge
for Engineering,
Tooling, & Set-up
for any
tooling fabricated to
produce the parts, &
will remain the
property of the
Seller. (note)
All drawing, tooling,
& set-up material
will be disposed of
if the Seller does
not receive an order
to produce the parts
for a (3) year
period. The Seller
will keep the
Buyer’s tooling for
the parts active
beyond a (3) year
period from the last
order upon request
of the Buyer in
writing. There could
be a charge if no
orders are generated
within (1) year &
a $250.00 storage fee
assessed.
11.
BUYER FURNISHED
TOOLING. If
stampings are quoted
to be produced
from Buyer furnished
tooling; Seller will
use its best effort
to produce
consistent
production results
with the tooling
equipment or
materials furnished
by the Buyer.
Seller’s quoted price
will include normal
maintenance. Major
repairs or tool
replacement will be
quoted as a separate
item. Seller will
notify the Buyer of
these charges.
12. COMPLETION DATES
& DAMAGE WAIVER.
Seller will use its
best efforts
to complete
production of
scheduled
manufacturing on the
specified dates.
Seller shall not be
liable for any
damages should
design, production,
testing or delivery
be delayed
or prevented because
of fire, flood,
strikes, labor
disputes, accidents,
breakdowns
of machinery, delay
in transportation,
or any other cause
beyond its
reasonable control
or because of events
occurring hereafter
not anticipated by
the Seller which
made its performance
hereunder
substantially more
burdensome than
anticipated.
Partial deliveries
may be made at
Sellers discretion.
13. RISK OF LOSS.
Risk of loss shall
pass to Buyer upon
delivery of the
goods to the carrier,
or directly to the
Buyer. Breach of
this contract shall
have no effect upon
this paragraph and
Section 2-510 of the
Uniform Commercial
Code shall have no
force or effect.
14. BUYERS DESIGN.
Seller will not be
responsible for
dimensional accuracy
orperformance when
goods are
manufactured to
Buyers design,
prints,
specifications
orother requirements
imposed by it.15.
PRINTS. The Seller
shall have the right
to destroy without
liability all
printssubmitted for
quotation, special
tools, & designs
used in the
manufacture of the
goodsunless written
notice is given by
Buyer to return
these items within
one year of the
dateof Seller’s
acknowledgment.
16. PATENTS. If the
goods are
manufactured to
Buyer’s
specifications,
Buyer shall indemnify
Seller against all
claims or liability
for patent or
trademark
infringement arising
out of the
manufacture of the
goods.
17. APPLICABLE
LAW. All questions
arising in
connections with
this transaction shall be resolved in
accordance with the
Laws of the State of
Arizona.
18.
CANCELLATION
CHARGES. The Buyer
may cancel existing
order, provided written
notice is given to
the Seller & Buyer
agrees to PAY TO THE
SELLER A CANCELLATION
CHARGE, WHICH IS
REQUIRED TO COVER
SELLER’S COSTFOR
MATERIALS & TIME
CHARGED AGAINST THE
ORDER THRU THE
DATEOF CANCELLATION,
& WHICH IS REQUIRED
TO DEFRAY
SELLERS ADMINISTRATIVE
COST IN CONNECTION
WITH CANCELLATION OF
THEORDER.
19.
INJURY LIABILITY.
The Seller is not
responsible for any
injuries or
damages resulting
from the use of
Seller’s products.
20. ATTORNEY’S FEES.
In the event of any
controversy, claim,
or dispute between
the parties arising
out of or relating
to this contract,
Seller shall be
entitled to recover
from Buyer its
reasonable cost &
expenses of
enforcement &
collection,
including but
not limited to
reasonable
attorney’s fees.
21. SELLER’S
DAMAGES. It is
understood that the
goods sold hereunder
are manufactured
specially by Seller
for Buyer. Seller
shall, therefore
have the right
to recover the full
price quoted
hereunder if Buyer
wrongfully rejects
or revokes
acceptance of the
goods, fails to make
payment when due,
repudiates or in any
way breaches
this contract. Upon
recovery of the
price, the goods
shall become the
property of the
Buyer.
