FlashCut
CNC
TERMS AND CONDITIONS
1. The terms and conditions set forth below
and on the face side hereof constitute a complete and exclusive
statement of the agreement between buyer and seller. All representations,
promises, warranties, or statements by an agent or employee
of seller that differ in any way from the terms and conditions
hereof shall be given no force or effect, no modifications
or additions thereto shall be binding upon seller unless expressly
consented to in writing. Any conflicting warranty terms and
conditions in the purchase order or any other buyer's document
are specifically rejected by the seller. No course of prior
dealing or usage of trade shall supplement or explain any
term used in this agreement.
2.
PRICE. Prices quoted are valid for 30 days from the quoted
date. For production orders that are accepted within the
quoted 30 days the pricing for the active production order
will be valid for 12 months. (1) Pricing adjustments will
be looked at the end of 15 months or (2) if a production
order is completed and the buyer wants to issue a new order
or (3) if material costs rise 20% or higher the seller and
buyer will negotiate a new price or (4) if buyer requests
design or material modifications the seller and buyer will
negotiate a new price.
3.
30 DAY GUARANTEE. . If Buyer is not satisfied with the performance of the Goods within 30 days from the day the Goods were shipped from the Seller, Buyer may return the Goods (in the original carton) that Seller has determined are in sellable condition for a full refund less Shipping, Handling, Stocking Fees, Damages and Freight Charges. Special-order, non-stocking, custom, or modified products are non-refundable and no credit shall be offered.
4.
WARRANTY. Seller warrants Goods manufactured by it will be free of material defects and will conform and function consistent with the appropriate Seller specification(s) for a period of 1 year from the shipping date. If any of the Goods are found by Seller to be defective, such Goods will, at Seller's option, be replaced or repaired at Seller's cost. No defective goods are to be returned without a written return merchandise authorization (RMA) from seller. The sole purpose of the stipulated exclusive remedy shall be to provide the Buyer with free repair and replacement of defective Goods in the manner provided herein. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing and able to repair or replace defective Goods in the prescribed manner. The foregoing warranty is in lieu of all other warranties, express or implied, including those of merchantability or fitness for any purpose not expressly set forth herein. No affirmation of Seller, by words or action, other than as set forth in this Section shall constitute a warranty. Seller's warranty does not apply to any Goods which have been subjected to misuse, mishandling, misapplication, neglect (including but not limited to improper maintenance), accident, improper installation, modification (including by not limited to use of unauthorized parts or attachments), or adjustment or repair performed by anyone other than Seller or one of Seller's authorized agents without the written consent of Seller. When returning products to Seller packaging must be adequate or all warranty is null and void. Buyer will pay for the cost of Shipping to and from the Seller for all warranty repairs.
Any
claim by Buyer with reference to the Goods sold hereunder
shall be deemed waived by the Buyer unless submitted in
writing to seller within the earlier of (I) thirty (30)
days following the date Buyer discovered or by reasonable
inspection should have discovered, any claimed breach of
foregoing warranty, or (ii) 12 months following the date
of shipment. Any cause of action for breach of the foregoing
warranty shall be brought within one year from the date
the alleged breach was discovered or should have been discovered,
whichever occurs first.
5.
LIMITATION OF LIABILITY. Seller's liability (whether under
the theories of breach of contract or warranty, negligence,
or strict liability) for its Goods shall be limited to repairing
or replacing Goods found by Seller to be defective, or at
Seller's option, to refunding the purchase price of such
Goods or parts thereof.
6.
DISCLAIMER OF CONSEQUENTIAL DAMAGES. In no event shall seller
be liable for consequential damages arising out of or in
connection with this agreement, including without limitation,
breach of any obligation imposed on seller hereunder. Consequential
damages shall include without limitation, loss of use, income
or profit, or loss sustained as the result of injury (including
death) to any person, or loss of or damage to property (including
without limitation property handled or processed by the
use of the goods). Buyer shall indemnify seller against
all liability, cost or expense which may be sustained by
seller on account of any such loss, damage, or injury.
7.
ACCEPTANCE AND TRANSPORTATION. Upon buyer's receipt of shipment,
Buyer shall immediately inspect the Goods. Unless Buyer
provides Seller with written notice of any claim for shortage,
overcharge, or damage of Goods within ten (10) days from
invoice date, such Goods shall be deemed finally inspected,
checked and accepted by Buyer and no allowances shall be
made thereafter. In absence of shipping and packaging instructions,
Seller shall use its own discretion in the choice of carrier
and method of packing. Seller shall not be responsible for
insuring shipments unless specifically requested by Buyer
and any insurance or special packaging so requested shall
be at Buyer's expense and valuation.
8.
TITLE AND RISK OF LOSS. Title to any Goods sold and risk
of loss of such Goods passes to Buyer upon delivery by Seller
to carrier and any claims for losses or damages shall be
made by Buyer directly with carrier.
9.
DELAYS. Unless expressly specified to the contrary, Goods
in stock will be shipped within 48 hours, and Goods not
in stock will be shipped according to Seller's production
schedule. However, all shipping dates are approximate, and
are based upon current availability of materials, present
production schedules, and prompt receipt of all necessary
information. Seller will not be liable for any damage, loss,
fault, or expense arising out of delays in shipment or other
nonperformance of this Agreement caused by or imposed by:
(1) strikes, fires, disasters, wars, riots, acts of god;
(2) acts of Buyer; (3) shortages of fuel, labor, power,
materials, supplies, transportation, or manufacturing facilities;
(4) governmental action; (5) sub- contractor delay; or (6)
any other cause or condition beyond Seller's reasonable
control. In the event of any such delay or nonperformance,
Seller may, at its option, and without liability, cancel
all or any portion of this Agreement and/or extend any date
upon which any performance hereunder is due.
10.
TERMINATION AND CANCELLATION. Orders cannot be terminated,
or modified, or shipment deferred after acceptance of Buyer's
order by Seller, except with Seller's written consent. In
the event of cancellation or termination by Buyer of this
order before completion thereof, other than breach thereof
by Seller, Buyer shall pay to Seller promptly upon receipt
of invoice from Seller:
(a) Contract price for all products which shall have been
completed prior
to notice of termination
(b) All actual costs made or incurred by Seller in connection
with the
uncompleted portion of the order. Such costs shall include
labor,
overhead and costs of materials in process or purchased
for
processing the order, and which materials shall belong to
the Buyer.
(c) Cancellation charges that the seller occurs from vendors
and
commitments made under the order.
(d) In the event a tooling charge is prorated over the cost
of the order,
balance of tooling charge not so prorated on previous
shipments shall be billed as a cancellation charge.
11.
ORDER CHANGES. Orders will be subject to a price increase
or holding charge unless different terms are agreed in writing
by the seller if:
(a) 15% of any new purchase order is not scheduled within
the first 150
day period or 15% of the order is not scheduled quarterly
thereafter
(b) An active order is placed on hold and not rescheduled
within
60 days
12. GENERAL CONDITIONS
A.
In addition to the rights and remedies conferred upon Seller
by law, Seller shall not be required to proceed with the
performance of any order or contract if the Buyer is in
default in the performance of any order or contract with
Seller, and in case of doubt as to Buyer's financial responsibility,
shipments under this order may be suspended or sent sight
draft with bill of lading attached by Seller.
B. No delay or omission by Seller in exercising any right
or remedy provided for herein shall constitute a waiver
of such right or remedy and shall not be constituted as
a bar to or a waiver of any such right or remedy on any
future occasion.
C. The sale of Goods pursuant to this order shall be governed
by the laws of the State of Illinois. Seller agrees to
comply with all applicable laws of the United States.
13.
SEVERABILITY. The invalidity or unenforceability of any
one or more phrases, sentences, or sections shall not affect
the validity or enforceability of the remaining portions
of this Agreement
.
