Terms & Conditions
Terms and Conditions of Sale
1. CONDITIONS OF ACCEPTANCE:
Acceptance of this offer is expressly limited to the terms and conditions set forth herein. Seller expressly objects to and is not bound by any different and/or additional terms and conditions which may be proposed by purchaser by way of purchaser’s order, and/or any other document, and such terms and conditions are expressly rejected by Seller. Further, any attempt by the purchaser to omit or alter any of the items set forth herein and/or impose upon Seller any terms and conditions at variance with the terms and conditions set forth herein are expressly rejected by Seller. The Terms, Conditions and Policies listed supersede any contrary provisions of your purchase order and are subject to change without notice.
If any term of this order is invalid or unenforceable under any statue, regulation, ordinance of otherwise, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with applicable law and the remaining provisions of this order shall remain in full force and effect.
3. TECHNICAL SPECIFICATIONS:
Your purchase order has been entered as so stated on an Order Acknowledgment provided to you by SinterFire, Inc. If there are any discrepancies, please notify us at once. All orders are accepted with the understanding that the components furnished will be in accordance with prints and specifications on hand in SinterFire, Inc.’s files or furnished to SinterFire, Inc. with Buyer’s order and which have been specifically agreed to and accepted by SinterFire, Inc. as acknowledged by SinterFire, Inc. as applicable to such order. All orders as well as agreements applicable thereto are subject to Seller’s current manufacturing schedule, government regulations, orders, directives and restrictions that may be in effect from time to time.
4. PRICE AND DELIVERY:
Selling prices for the products covered by Buyer’s order are exclusive of federal, state or municipal sales, use or similar taxes due and payable by reason of the sale. Such taxes shall be for Buyer’s account and added to the invoice of material as a separate item, or separately invoiced and paid by Buyer. Unless otherwise agreed to in writing signed by both parties, all shipping costs shall be the responsibility of the Buyer and delivery shall be Freight On Board (F.O.B.) from Sellers dock. All goods will be packed pursuant to the Seller’s usual and customary specifications in non-returnable packing. All insurance, freight charges, miscellaneous handling fees and forwarding fees are at Purchaser’s expense and Purchaser’s risk. Each of the delivery date(s) specified in this Contract and set forth on Seller’s acknowledgment is intended as a target date that Seller will attempt in good faith to meet. Seller may effect delivery, however, either before or after such date(s) as long as the date of delivery is not unreasonable disproportionate to the stated date. The Seller reserves the right to deliver in more than one consignment and to invoice each consignment separately. Unless otherwise specified, all goods shall be delivered F.O.B. factory. Seller undertakes only to deliver the goods to the carrier, to make a reasonable contract of carrier for their transportation, to obtain and deliver or tender such documents as may be necessary to enable Buyer to obtain possession and to promptly notify Buyer of shipment. After Seller has delivered the goods to the carrier, the risk of loss as the goods will be borne by Buyer.
5. FORCE MAJEURE:
Seller shall be excused from its performance under this Contract to the extent and for so long as its performance may be hindered or prevented by fire, flood, earthquake, other acts of God, war, riot, strike, lockout delay or default of common carriers, government decrees or orders or any other circumstances beyond its reasonable control. Seller will notify Buyer as soon as practicable of the commencement of the conditions hindering or preventing performance. With respect to Seller’s obligations to supply the goods pursuant to this Contract, once such condition is removed, Seller will make reasonable efforts to deliver the goods within a reasonable time thereafter.]
6. CANCELLATIONS AND RETURNED GOODS:
Buyer shall inspect the goods upon delivery and shall within 10 days thereof give written notice to seller of any claim that any or all of the goods do not conform to the terms or specifications of the sales order, stating the particulars to support such claim. If purchaser fails to provide such written notice as provided hereunder, the goods shall be deemed to conform under the terms of the agreement and purchaser shall be deemed to have irrevocably accepted the goods and shall pay for the goods in accordance with the terms of the agreement. Purchaser expressly waives any rights it may have to revoke acceptance after such 10 day period. The parties agree that such an acceptance by purchaser shall be deemed to have been made with knowledge of any alleged defects that inspection during the period designated above would have revealed. Following inspection and written notice by purchaser as set forth hereunder, if any of the goods shall prove defective due to faults in manufacture or fail to meet the written specifications agreed to by seller, seller shall repair of replace, at its option, any nonconforming individual parts within a reasonable time. Goods or parts defaced and/or damaged by purchaser are not subject to such repair or replacement by Seller. In the event of a stop order or cancellation after this order has been put into production at SinterFire, the purchaser agrees to pay all costs incurred up to the time of such notice, the contract price for all items completed and a proportional adjustment for all incomplete items, such as raw materials, tooling costs and labor incurred to date with related overhead and normal profit margins. SinterFire, Inc. will not accept returned goods for any reason whatsoever without prior written authorization to return such goods against a Return Material Authorization (R.M.A.) number. The RMA number may be obtained from the Director of Quality Assurance. On breach or repudiation by the Buyer if Buyer becomes in default in making payment, hereunder, Seller may have recourse, at its sole option, to any one or all of the following remedies: Incidental Damages: Seller shall be entitled to incidental damages in the event of breach of this Contract by Buyer. Such incidental damages will include, without limitation, any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after Buyer’s breach or in connection with the return or resale of the goods. Consequential Damages: It is understood that Seller in undertaking this Contract will assume liability under other obligations ancillary or collateral to this Contact and that successful performance of such obligations is dependent on the full performance by Buyer of this Contract as agreed herein. Repudiation or nonperformance of this Contract by Buyer will expose Seller to added liability incident to such obligations. Buyer hereby agrees that in the event of Buyer’s breach or repudiation, Seller shall have the right to recover consequential damages. Remedies Cumulative: Any and all remedies conferred on Seller by this Contract are in addition to all remedies available under the Uniform Commercial Code as in effect at the time in the State of Pennsylvania and are cumulative with all other rights and remedies accorded Seller under law or equity.
7. RISK AND LIABILITIES:
Risk in the goods shall pass in accordance with the Delivery and Carriage Terms stated in the Seller’s acknowledgment of order or in the absence of such statement then or leaving the Seller’s premises. The Buyer agrees that it will protect and save and keep SinterFire, Inc. harmless against and from any and all losses, costs, damages, or expenses arising out of or from any action relating to all products, goods and materials supplied by SinterFire, Inc.. The Buyer further agrees to and will, at its own expense, assume the defense of SinterFire, Inc. in any such allegation, lawsuit or action or claim and will pay any and all claims, losses, costs, damages, attorney’s fees, court costs, or other expenses paid or incurred by SinterFire, Inc. arising out of any such action or claim. This agreement becomes part of this Purchase Order with SinterFire, Inc. and supersedes any prior agreement written or otherwise expressed by authorized representative of both companies. If any conflict between this agreement and existing and future Purchase Orders should arise, this agreement takes precedence. This agreement shall continue for the period of liability established for the Buyer’s end product of which SinterFire, Inc. products, goods and materials are used and, without any adulteration or modification, shall impose upon his customers this same agreement.