Our acknowledgement is our acceptance of your order subject to Financial Responsibility Approval. (See Para. 4.). Modifications, changes, additions, cancellations or suspensions will not be binding upon us unless accepted by an officer of our company in writing upon terms that will indemnify us against all loss. When your orders contain printed or stamped provisions inconsistent with the written, printed or stamped provisions of our acknowledgement, our acknowledgement will prevail. Clerical errors are subject to corrections. Prices are subject to any city, county, state, or Federal Taxes which are or may become effective and are based on continuous manufacturing in the quantities specified. If quantities are reduced or production held up or interrupted by you, parts will be subject to extra charge for the loss involved. Reorders for parts previously manufactured are considered as placed under the same terms and conditions ad the original contract, except for such price changes as may be necessary, when such orders are not placed pursuant to a formal quotation and acceptance.
As we cannot predetermine rejections by our inspection or spoilage, our quotations are based upon purchasers acceptance of over and under runs not exceeding ten percent of quantity ordered.
Upon delivery of material F.O.B. carrier at Seller's factory, all risk of loss, damage, or other incidents of ownership shall immediately pass to Buyer, but title to such materials will be retained by Seller as security for Buyer's performance until payment is received in full.
Seller shall not be liable for delay in failure in performance hereof arising from any cause not within Seller's reasonable control, including, but not limited to, accidents to, or breakdowns to, mechanical failure of, plant machinery or equipment arising from any cause whatsoever, strikes or other labor troubles, labor shortage, fire, flood, war, acts of the public enemy, acts of God, priorities, allocation, limitations, or other acts required or requested by Federal, State or local government or any sub-division, bureau or agency thereof, or failure of usual sources of supply of material.
In the event of delay or failure of performance not excused under the foregoing subdivision, Seller's liability shall not exceed that portion of the invoice price represented by the quantity of the material delayed or not shipped. In no event shall Seller be liable for any consequential, special or contingent damages.
Buyer's financial responsibility is at all times subject to approval of Seller's Treasury Department, and Seller may at any time require payment in advance or satisfactory security or guarantee that invoices will be promptly paid when due.
If payment is not made when due, interest will be charged on any overdue accounts at a rate not to exceed the maximum prevailing legal limit.
Unless an alternate warranty period is stated on the face of our quotation, we warrant that under normal use and operation by Buyer our parts will be free from defects in material or workmanship for a period of five (5) years from date of purchase [receipt]. This warranty shall not apply to any claim, problem, or defect which is the result of Buyer's design specifications for a part, or the normal wear and tear, mishandling, misuse, neglect or improper testing or repair of parts by Buyer or any unauthorized third person. Except as performed by us or our authorized representatives, any alteration or modification of a part shall render this warranty null, void, and unenforceable. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Except as expressly set forth above, neither we nor any vendor of our parts or services ("Vendors") makes any other representation or warranty of any kind, whether express or implied (either in fact or by operation of law), with respect to the parts. Any warranty or representation relating to the parts which is inconsistent herewith is unauthorized and expressly disclaimed, and shall not be binding upon either us or Vendors.
Buyer's sole and exclusive remedy under this warranty for an actual defect in the material or workmanship of a part shall be, at our option, to replace or to issue a credit for the purchase price paid for the part. IN NO EVENT SHALL WE OR ANY VENDOR BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. This exclusion of damages includes any claimed loss of use, lost revenue, lost profits or goodwill, in connection with or arising out of the agreement, including, without limitation but not limited to, labor costs or lost profits resulting from the use of or inability to use the parts or from the parts being incorporated in or becoming a component of any other article, even if we or any Vendor has been advised of the possibility of such incidental or consequential damages. We have the right to inspect parts claimed to be defective before they are returned. Work performed on Buyer's furnished material will be at Buyer's risk. We assume no liability for damage to Buyer's furnished material.
Dies, tools and fixtures will be held by us at your risk, and kept in condition for production by us during the normal life of same. They shall, however, be subject to any existing Federal or Trade Codes and to lien in our favor for all sums due for the cost of making or preparation and any and all other claims which we may have at any time against you, all of which sums and claims shall be paid and discharged before we shall be required to deliver such dies, tools and fixtures. When dies are paid for, they become the property of the customer, but because die charges only represent material and labor cost estimates, dies may not be removed from possession of the manufacturer until an engineering and maintenance charge of fifty percent of the original charge is paid by the customer. Dies, tools and fixtures not used for three years may be scrapped without notice.
If parts produced in your behalf infringe or are claimed to infringe letters, patent or copyright, under which claims are made against us, you assume full responsibility for everything done by us in producing such parts and agree to indemnify us and hold us free of any and all losses, including expenditures made or incurred for judgments, settlements, attorneys' fees, litigation, negotiation, and any and all losses and disbursements directly or indirectly resulting therefrom.
We reserve the right to run the total quantity at one time when an order is placed for scheduled releases. Therefore, no changes may be made by Buyer in design, quantity, or release dates without our prior written approval.
Revised 09-Jan-2003