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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.
PRICES
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.
TAXES
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.
DELIVERY
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.
PAYMENT
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.
CLAIMS
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.
LIABILITY LIMITS
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.
WARRANTY
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.
TOLERANCES
All
materials are subject to variations from tolerances in keeping with normal
testing and inspection methods.
PATENTS
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.
GOVERNMENT CONTRACTS
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.
ENTIRE AGREEMENT
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.
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