Terms of Sale
Quotations: Clerical errors are subject to correction. Orders/contracts are subject to acceptance at seller's home office.
Quantities: Buyer agrees to accept over/under runs not to exceed 10% of ordered quantity on each line item. Closer control of quantity requires special arrangements with vendor.
Cancellations: Orders may be cancelled or deliveries deferred only upon condition that the buyer assumes immediate liability and makes payment for all work completed and in process. Such charges shall include raw material, unamortized tooling, engineering, handling, overhead, production, and outside cost; i.e. heat treat and plating. Such charges to be determined at time of cancellation or deferment.
Delivery/Shipments: Seller shall not be liable for damages for default or delay in production or delivery for causes beyond his control including an accident to or breakdown of his equipment, labor disputes, embargoes, acts of God, supplier delays, government restrictions, riot or carrier delays. Bulk packaging is standard. Buyer shall bear the expense of all other packaging.
Taxes: All sale and/or use taxes and Custom duties imposed by Federal, state, county or municipal authority upon seller's transfer and delivery of merchandise hereunder shall be paid by the buyer.
Samples: If requested, seller will submit samples for approval when commencing production upon any order. It is understood his machines are to be run immediately. Any changes in original specifications will be made only at buyer's direction and expense. Seller will be notified immediately with notice followed by written confirmation.
Claims: In all claims for shortages, buyer must notify seller within 5 days of receipt of shipment. Charges for repair or inspection of parts by buyer, without prior authorization, cannot be honored. Claims will not be honored on those parts further processed by buyer resulting in change of dimensions or characteristics from parts ordered.
Tools, Dies: Tools, dies, gages, fixtures are an integral part of the manufacturing process and included in engineering charges. As a proprietary item, payment by the buyer, whether separately quoted or not, conveys neither ownership nor the right of removal from the seller's plant.
Patents: The products hereunder are manufactured in accordance with the buyer's specifications and design. Accordingly, buyer shall defend and save harmless vendor from all damages, claims, actions or suits based upon actual or alleged infringement of any patent registered in the U.S. or elsewhere.
Warranty: Seller warrants that goods manufactured by him will conform to the drawings and specifications furnished by buyer. Where products are used and combined with other equipment or components not furnished by seller, buyer agrees to indemnify seller for all claims and expenses resulting from the use of incorporation into buyer's products. No express or implied warranty of merchantability or fitness for use is made except as provided herein.
Limited Liability: The seller's liability shall be limited to the amount of the contract. The foregoing states seller's entire and exclusive liability. In no event will the seller be liable for consequential or special damages arising from any defect or use of his product.
Recovery of Costs: If any legal action or other proceeding is brought for the interpretation or enforcement of this agreement, or because of an alleged breach, default or other dispute in connection with any of the provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, whether for negotiation, trial, appellate, bankruptcy or other services, and other costs incurred in the action or proceeding, in addition to any other relief to which it or they may be entitled.
Notices: All notices, consents, waivers and other communications required or permitted by this agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (cost prepaid); (b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address or person as a party may designate by notice to the other parties):
As to seller ____________ with a copy to: ___________
As to Buyer ___________ with a copy to: ___________
Governing law; Venue: This agreement shall be governed in all respects by the laws of the State of Florida, and the parties agree that the appropriate venue for any dispute involving issues arising from this agreement shall be Sarasota County, Florida.
Entire Agreement: This document contains the entire agreement of the parties relating to this subject matter, may not be changed or modified except by instrument in writing executed by the parties, and is binding upon the heirs, successors, personal representatives and assigns of the parties. Any other attempted modification shall be void and not admissible in evidence in any action arising from this agreement.