1. Contract Formation.
Wrought Washer Mfg. Inc (the “Seller”) agrees to sell the products described on the reverse side only upon the terms and conditions of sale set forth herein, which, accordingly, supersede any of Buyer’s additional, different or inconsistent terms or conditions. If Seller does not receive written objection of any of these terms and conditions within ten (10) days or if Buyer accepts delivery of the products, these terms and conditions shall be deemed accepted by Buyer. Failure of Seller to object to provisions contained in any purchase order or communication from Buyer shall not be construed as an acceptance of any such provisions nor as a waiver of these terms and conditions.
2. Payment Terms and Prices.
(A) Unless other terms are specified, payment is due and payable in full thirty (30) days from date of invoice. If accounts are not paid when due, the contract price shall be increased by 1 % per month on the unpaid balance.
(B) Any manufacturer’s retailer’s, occupation, use, sales, or excise tax, duty, custom inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by any transaction between Seller and Buyer shall be paid by Buyer in addition to the contract prices quoted or invoiced unless Seller specifically states that such taxes or charges are included in the contract price. In the event Seller is required to pay any such tax, fee or charge, Buyer shall reimburse Seller therefor, or, in lieu of such payment, at the time the order is submitted Buyer shall provide Seller an acceptable certificate exempting Seller for any such tax, fee or charge.
(C) Contract prices are subject to adjustment to Seller’s prices in effect at time of shipment in the event of increases in the cost of labor or materials from date of any quotation or order. All prices are based on the quantity specified and for single shipment to one destination.
3. Tolerances and Samples: Measure of Quantity: Acceptance of Products.
(A) Unless otherwise specified by Seller in writing contract prices reflect products manufactured to Seller’s standard tolerances an do not include submitting samples prior to production. Dimensions taken from Buyer’s sample will be to the nearest .016″; Seller’s standard tolerances to apply from that dimension. Samples illustrate shape and approximate size only, and do not show tolerances, composition of material, plating, or heat treatment; samples do not represent that the products will necessarily conform to the sample. Unless otherwise specified by Seller, a regular punched edge will be furnished, and dimensions shall be measured from the sheared portion and not from the broken portion of the edge.
(B) The quantity of all products sold is measured by weight and Selleris weight measurement calculations shall be the final and conclusive determination of the quantity of products delivered. Due to thickness tolerances for standard washers and other products, and Selleris standard tolerances for special washers and other special products, the number of pieces per pound or cwt., wherever shown, is only approximate and cannot be guaranteed.
(C) All claims for errors or shortages or damaged products must be made by Buyer within thirty (30) days after products are received. Failure to make any such claims within such time is deemed to constitute an irrevocable acceptance of products delivered in conformity with this Agreement.
4. Tooling: Dies: Finish.
(A) Tooling means stamping dies and their die holders. Payment of “Partial Tooling” charges does not convey title or give Buyer any rights of possession to any tooling.
(B) Where “Complete Tooling” charges are paid by Buyer: (i) only stamping dies and their die holders shall be returned to Buyer, freight collect, in their then “as is” condition upon reasonable advance notice and payment if customary shipment preparation charges and (ii) Seller will provide its customary normal maintenance for stamping dies for the useful life of the original die. Buyer shall pay for replacement, reconditioning or rebuilding of tooling (including stamping dies and holders) unless Seller otherwise agrees in writing. Dies and tooling shall be deemed obsolete and may be scrapped by Seller if no products have been produced from such tooling during the three years preceding scrapping.
(C) Unless otherwise specified by Seller in writing, the products shall be manufactured from hot-rolled steel. Prices of plated parts cover commercial coating thickness.
(A) Delivery will be F.O.B. point of shipment where risk of loss passes to Buyer. Seller may make delivery in installments or partial shipments. All such installments or partial shipments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries. Seller reserves the right to undership or overship within ten percent (10%) of specified quantities and to make delivery prior to scheduled delivery dates.
(B) If shipment is deferred at Buyer’s request, payment shall be due and payable upon notification by Seller that products manufactured pursuant to this Agreement are ready for shipment. In case of such delay in shipment, storage shall be at the Buyer’s risk and expense.
(C) Seller shall not be liable for any costs, expenses or damages of any nature (whether general, consequential, as a penalty or liquidated or otherwise) arising out of owing to (i) any delays in delivery or (ii) failure to make delivery at agreed or specified times due to circumstances beyond Seller’s reasonable control. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
6. Security Interest.
Seller retains a security interest in the products until Buyer has paid in cash the full purchase price when due, interest at the highest lawful contract rate until so paid and the costs of collection including reasonable attorney’s fees. Buyer shall perform all acts necessary to perfect retention of the Selleris security interest against the rights or interest of third persons. In the event Buyer defaults in payment of any part of the purchase price when due or fails to comply with any and all provisions of this contract. Seller shall have the remedies available under the Uniform Commercial Code.
7. Warranty Matters.
(A) LIMITED WARRANTY: For a period of ninety (90) days from Buyer’s receipt. Seller warrants to Buyer the products sold hereunder will be:
In conformity with applicable written specifications and descriptions;
Free from defects in materials and workmanship;
Suitable for a particular purpose provided such Is implied by state law under the circumstances of this transaction.
(B) WARRANTY ADJUSTMENT: All claims for adjustment under this limited warranty must be made within the warranty period. The obligation of Seller under this warranty shall be limited to reworking or replacing F.O.B. Seller’s plant, or allowing credit at Seller’s option, any products which may prove to be thus defective, provided that Buyer gives Seller prompt notice of defects during the warranty period, and, if required by Seller, returns the product to Seller with transportation charges prepaid and Seller’s inspection confirms the defects. It is expressly agreed that this remedy of reworking, replacement or credit, at Seller’s option, is the Buyer’s exclusive remedy under this contract.
GOODS RETURNED WITHOUT WRITTEN PERMISSION OF SELLER WILL NOT BE ACCEPTED FOR CREDIT and will be returned freight collect to Buyer F.O.B. Seller ‘s plant. Expenses incurred by Buyer in reworking or replacing any defective products will not be allowed except by written permission of the Seller.
(C) LIMITATION OF LIABILITY: THIS WARRANTY IS LIMITED SOLELY TO THE ABOVE AND APPLIES ONLY FOR THE PERIOD SET FORTH. SELLER WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY OR ARISING IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS. SELLER’S MAXIMUM LIABILITY SHALL NOT IN ANY CASE EXCEED THE CONTRACT PRICE FOR THE PRODUCTS CLAIMED TO BE DEFECTIVE OR UNSUITABLE.
(D) EXCLUSION OF FURTHER WARRANTY: THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, ORAL OR EXPRESS, OR IMPLIED, INCLUDING ANY WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION OF THE PRODUCTS. THERE ARE NO EXPRESS WARRANTIES OTHER THAN THOSE CONTAINED IN THIS PARAGRAPH 7 AND TO THE EXTENT PERMITTED BY LAW THERE ARE NO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. THE PROVISIONS OF THIS PARAGRAPH 7 SHALL BE APPLICABLE TO BOTH IMPLIED WARRANTIES (IF ANY) AND EXPRESS WARRANTIES.
8. Patent indemnity.
If any product incorporates a design furnished or modification requested by Buyer, Buyer shall indemnify Seller against all expenses, costs and loss relating to any real or alleged infringement of any United Slates or other patent by reason thereof, and shall defend any such claimed infringement.
9. Performance Delays.
Seller shall not be liable for loss, damage or delay resulting from acts of God or causes beyond Seller’s reasonable control or caused by strikes or labor difficulties, acts or omissions of any governmental authority or the Buyer, accident, insurrection or riot, fires, floods, breakdown of essential machinery, priorities or embargoes, shortages, delays in transportation or inability to obtain labor, services, energy, fuels, or materials from usual sources. In the event of any delay from such sources, performance will be postponed by such length of time as may be reasonably necessary to compensate for the delay.
10. Complete Agreement.
THE COMPLETE AGREEMENT BETWEEN THE SELLER AND BUYER IS CONTAINED HEREIN AND NO ADDITIONAL OR DIFFERENT TERM OR CONDITION STATED BY BUYER SHALL BE BINDING UNLESS AGREED TO BY SELLER IN WRITING. No course of prior dealings and no usage of the trade shall be relevant to supplement or explain any terms used in the Agreement. This Agreement (a) may be modified only by a writing signed by both the Seller and Buyer, (b) shall be governed by the Wisconsin Uniform Commercial Code, and (c) may not be cancelled or terminated by Buyer except with Seller’s written consent and upon payment of Seller’s loss, damages and expenses arising from any cancellation or termination The failure of the Seller to insist upon strict performance of any of the terms and conditions stated herein shall not be considered a continuing waiver of any such term or condition or any of the Seller’s rights.
WROUGHT WASHER MFG., INC.