CONDITIONS OF SALE
The term and conditions of sale as noted below shall apply to all purchases from Cardinal Metals, Inc. except where it has been specifically changed in writing. Acceptance of delivery of any or all materials ordered by the purchaser will constitute acceptance of these terms and conditions.
CHANGES OR CANCELLATIONS
Should it be necessary to change order specifications after order entry or while assembly or processing is in progress, we will make every effort to accommodate the request. It may be necessary for us to charge for services, labor or cut material because of the change. Should cancellation be necessary, the purchaser will be charged for any costs and expenses that result from the cancellation.
If a delivered price has been quoted, any change in destination is subject to revision. The seller reserves the right to correct any obvious errors in calculations, specifications or prices.
Quoted prices will not include Sales Use, Value Added, Excise or other Federal State or Local Taxes; unless specifically shown. Any such levies must be the responsibility of the buyer. Please provide tax-exempt certificates, if appropriate.
All delivery commitments are on our best estimate of time required to assemble of time required to assemble, process, pack and ship a given requirement. However, circumstances beyond our control could cause some delays. In the event of delays caused by fire, flood, strike, transportation, missed schedules by mill producers, acts of God or other causes beyond our reasonable control, the delivery date will be extended for such additional time as my be required under the circumstances.
Unless otherwise specified and agreed to by the seller, payment shall be due 30 days from the date of each invoice, without discount. Cash discounts which may vary by product, locations and business conditions, apply only to the sale price of the material and processing and do not apply to charges for storage, transportation or taxes.
SUSPENSION OF PERFORMANCE
If in our judgment reasonable doubt exists as to your financial responsibility, or if you are past due in payment of any amount owing to us, we reserve the right without liability and without prejudice to any other remedies to suspend performance, decline to ship or stop any material in transit, until we receive payment of all amounts whether or not due, owing to us or adequate assurance of such payment.
If material is received and it is damaged or fails to comply with the order specifications for quality, quantity, grade or size and a claim on the seller is intended, such claim must be initiated within five days of receipt of material in question. Any errors relating to weight, price, count or quality must be noted on the shipping documents at time of order receipt. It shall be the buyers responsibility to advise us in writing within 30 days after receipt of material of any other claims the buyer may have against us. The buyer shall afford us a reasonable opportunity to inspect such materials and make replacement where necessary. The seller assumes no responsibility for material that has been processed in any way after receipt but prior to notification of a claim. Any action for the sellers breach of the contract must be initiated within on year after the cause for action and no such action may be maintained by the buyer, which was not commenced within that period.
Your exclusive remedy for breach of contract as to any term hereof, and our only liability for any such breach, shall be replacement or repair of such goods or repayment to you the purchase price paid by you for such goods, whichever such remedy we shall select and if we elect to repay the purchase price of any such goods and so advise you, you must return such goods to us immediately. In no event will we be liable for incidental or consequential damages.
The seller warrants only that the materials and services will conform to their specifications and the tolerances as outlined below. The seller makes no other warranty, expressed or implied and specifically disclaim and exclude any and all warranties of merchantability of fitness for a particular purpose.
All materials are subject to variations from tolerances in keeping with normal testing and inspection methods.
All materials and processes furnished to the buyers specifications indemnify us and our successors and assigns against all liabilities and expenses resulting from and claim of infringement of any patent in connection with the production of such materials.
Where you have indicated that you order is placed under a prime contract with the United States Government or a subcontract there under and have designated any one or more of the clauses contained in the Armed Services Procurement Regulations as presently in effect, such clauses so designated are incorporated herein to the extent they are required by any Federal statute or regulation or by the terms of your prime contract or subcontract.
The terms set forth herein constitute the sole terms and conditions of the contract between you and us. No other terms conditions or understanding, whether oral or written, shall be binding upon us. However, if any term or condition is held to be unenforceable, the remaining terms and conditions will continue in full force and effort, unless hereafter made in writing and signed by our authorized representative.